You are here » Home » Companies » Company Overview » Master Chemicals Ltd

Master Chemicals Ltd.

BSE: 506867 Sector: Industrials
NSE: N.A. ISIN Code: INE523D01017
BSE 05:30 | 01 Jan Master Chemicals Ltd
NSE 05:30 | 01 Jan Master Chemicals Ltd

Master Chemicals Ltd. (MASTERCHEMICALS) - Director Report

Company director report

To

The Members

Master Chemicals Limited

Sahara India Point CTS 40-44

S.V. Road Goregaon (West)

Mumbai - 400 104.

The Directors of your Company are presenting their Thirty Ninth Annual Report of theCompany on the operations and financials of the Company for the year ended on 31st March2019.

FINANCIAL RESULTS:

(Rs. In Thousand)

PARTICULARS 2018-2019 2017-2018
Total Income - -
Total Expenditure 662.43 526.02
Profit (+ )/ Loss (-) before Tax (526.02) (526.02)
Provision for Taxation - -
Prior Period Items 129.37 82.03
Net Profit (+) / Loss (-) after Tax (533.06) (443.99)
Balance carried forward to next year (533.06) (443.99)

OPERATIONS:

During the year under review the total income of the Company was Rs. NIL as also nilincome in the previous year. The loss for current fiscal is Rs (533.06)/-. (in thousands)

DIVIDEND:

Due to lack of profit the Board of Directors has not recommended any dividend for thefinancial year 20182019.

CAPITAL ISSUE

During the financial year 2018-2019 the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on March 31 2019 the paid-upEquity Share Capital of the Company is Rs. 2450000/-. Of the total paid up share capitalof the Company 70.12 % is held by Promoters and Promoter Group and balance of 29.88 % isheld by persons other than Promoters and Promoter Group out of which majority is indematerialized form.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 Shri NabiAhamad Director of the Company is retiring by rotation at the ensuing Annual GeneralMeeting of the Company and is eligible for re-appointment. The Board recommends his namefor re-appointment as Director of the Company.

During the year Shri Ajay Kumar Dasgupta Independent Director of the Company hasresigned from the post of Directorship of the Company w.e.f. 12.02.2019. Shri Kriti KumarGanguly was appointed as Additional Directors by Board w.e.f. 12.02.2019 and alsoIndependent Director subject to approval of the members of the Company at the ensuingAnnual General Meeting. The Board has recommended to shareholders for seeking theirapproval for appointment as Ordinary Director of the Company.

Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard - 2 forms part of the notice convening the ensuing Annual GeneralMeeting.

INDEPENDENT DIRECTORS:

Shri Kriti Kumar Ganguly (DIN: 08214967) the Independent Director of the Company hassubmitted the Declaration of Independence as required pursuant to Section 149 (7) of theCompanies Act 2013 stating that he meet the criteria of Independence as provided in Sub-Section 149(6) and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company arranged familiarization programmes for the Independent Directors. TheIndependent Directors have already been informed about their duties rightsresponsibilities and Code of Conduct including various recent changes of the CompaniesAct 2013 in the Board Meeting of the Company. The details of familiarization programmefor Independent Director are available on the website of the Companyat-www.masterchemicals.in.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company Pursuant to Section 203of the Companies Act 2013 and Rules made thereunder:

1. Shri Brijendra Awasthi - Manager

2. Shri Subash Raju Kanumuri - Chief Financial Officer

3. Shri Rajan Kumar Singh- Company Secretary & Compliance Officer

The Company has appointed Shri Rajan Kumar Singh as Company Secretary w.e.f.17.04.2019 and Shri Brijendra Awasthi as Manager of the Company w.e.f 17.04.2019.

AUDITORS:

At the 37th Annual General Meeting of the Company held on 28th September 2017 theMembers approved appointment of M/s Gupta Rustagi & Co. Chartered Accountants Mumbai(Firm Regn No. 128701W) as Statutory Auditors of the Company to hold office for a periodof five years from the conclusion of that AGM till the conclusion of 42nd Annual GeneralMeeting of the company subject to ratification by shareholders at each Annual GeneralMeeting.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. In view of the above ratification by the Members forcontinuance of their appointment at this AGM is not being sought. The Statutory Auditorshave given a confirmation to the effect that they are eligible to continue with theirappointment and that they have not been disqualified in any manner from continuing asStatutory Auditors.

AUDITORS' REPORT:

The Report of the Statutory Auditors M/s. Gupta Rustagi & Co. CharteredAccountant Mumbai on the financials of the Company for the Financial Year 2018-2019 isself-explanatory and lacks any qualifications and hence needs no further explanations.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit during the year under review.

AUDIT COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors inCompliance with Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 known as Audit Committee in its meeting held on 20thMarch 2015. During the year Shri Kriti Kumar Ganguly was appointed as IndependentDirector of the Company in place of Shri Ajay Kumar Dasgupta who has resigned from thepost of Directorship of the Company w.e.f 12.02.2019. Audit Committee was reconstitutedafter appointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this the Committee was re-constituted with following members atpresent:

Shri Nabi Ahamad Chairman
Shri Kriti Kumar Ganguly Member
Smt Rana Zia Member

Out of three committee members two are Independent Directors. The Chairman of theAudit Committee is an independent Director which is in Compliance with the Regulations 18of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as well asSection 177 of the Companies Act 2013..

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors known asRemuneration Committee in its meeting held on 20th March 2015 (pursuant to therequirement of Section 177 of the Companies Act 2013) to deal with matters related tomanagerial remuneration of company as may be required from time to time.

During the year Shri Kriti Kumar Ganguly was appointed as Independent Director of theCompany w.e.f 12.02.2019. Nomination and remuneration Committee was reconstituted afterappointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this the Committee was re-constituted with following members atpresent:

Shri Kriti Kumar Ganguly Chairman
Shri Nabi Ahamad Member
Smt Rana Zia Member

During the year under review a meeting of the Nomination and Remuneration Committee ofthe Company was held on 12.02.2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted 'Stakeholders Relationship Committee'pursuant to Section 178 of the Companies Act 2013.

During the year Shri Kriti Kumar Ganguly was appointed as Independent Director of theCompany in place of Shri Ajay Kumar Dasgupta who has resigned from the post ofDirectorship of the Company w.e.f 12.02.2019. Stakeholders Relationship Committee wasreconstituted after appointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this the Committee was re-constituted with following members atpresent:

Shri Nabi Ahamad Chairman
Shri Kriti Kumar Ganguly Member
Smt Rana Zia Member

During the period under review the Company has not received any complaint from theShareholders/Investors. No Meetings of Stakeholders Relationship Committee of the Companywere held during the financial year 2018-2019.

The Stakeholders Relationship Committee Meetings are held whenever required in case thegrievances of investors stand unresolved by the Registrar and Share Transfer Agent ofcompany Link Intime India Private Limited.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place Policy on Prevention Prohibition and Redressal of SexualHarrasement for women at workplace in accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. AnInternal Complain Committee (ICC) has been in place to redress complaints receivedregarding Sexual Harrasement. The policy has set guidelines on the redressal and enquiryprocess that is to be followed by the complainants and ICC while dealing with issuesrelated to Sexual Harassment at workplace.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The details of the vigil mechanism are mentioned in the Corporate Governance Report andalso available on the Company's website at www.masterchemicals.in.

CORPORATE SOCIAL RESPONSIBILITY:

As required under Companies Act 2013 Corporate Social Responsibility has been formedand constituted. However no amount has been transferred in view of loss incurred by theCompany for the Financial Year 2018-19.

NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Nomination & Remuneration Policy for determiningqualifications positive attributes and independence of a Director and criteria forDirectors appointment and remuneration. The features of this policy are as follows:

1. The Company while constituting the Board shall draw members from diverse fieldssuch as finance law management technical marketing manufacturing or other disciplinesrelated to the Company's business. There shall be no discrimination on the basis ofgender while determining the Board Composition.

2. A Director shall be a person of integrity who possesses relevant expertise andexperience. He shall uphold ethical standards of integrity and probity and act objectivelyand constructively. He shall exercise his responsibilities in a bona-fide manner in theinterest of the Company devote sufficient time and attention to his professionalobligations for informed and balance decision making and assist the Company inimplementing the best corporate governance practices.

3. An Independent Director should meet the requirements of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 concerningindependence of Directors. The Companies shall also obtain certification of independencefrom the Independent Director in accordance with the Companies Act 2013.

4. The objective of policy is to have a compensation framework that will reward andretain talent.

5. The remuneration will be such as to ensure that the correlation of remuneration toperformance is clear and meet appropriate performance benchmarks.

6. Remuneration to Key Managerial Personnel Senior Management and other employees willinvolve a balance between fixed and variable pay reflecting short and long termperformance objectives of the employees in line with the working of the Company and itsgoals.

7. The above will take into consideration industry performance customer performanceand overall economic environment.

DETAILS OF BOARD MEETINGS:

During the financial year under review the Company had 4 board meetings on 29.05.201814.08.2018 12.11.2018 and 12.02.2019.

EXTRACT OF ANNUAL RETURN:

The information required under Section 92(3) and 134 of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the extracts ofAnnual Return of the Company in prescribed format Form MGT-9 is annexed herewith marked asAnnexure-1 to this Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the prescribed format and annexed tothis Report vide Annexure 2.

In terms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of the Company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations (erstwhile Listing Agreemententered into with the Stock Exchanges). There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholderapproval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions.

The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company's website.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements. There were no transactions during the year which would require to bereported in Form AOC-2.

PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITY PROVIDED:

Details of loans guarantees investments and securities provided pursuant to theprovisions of Section 186 of the Companies Act 2013 are provided in notes forming partof the financial statements.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of its committees. The performance of individual directors wasevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders timedevoted etc.

REPORT ON ENERGY COSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE AND RESEARCH ANDDEVELOPMENT.

Energy conversion technology absorption are not applicable to the Company inaccordance with provisions of Section 134 of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

During the year under review there was no foreign exchange earnings and outgo.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion Analysis which is a part of this report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board hasappointed M/s C.P Shukla & Co. Company Secretary in practice Lucknow a firm ofCompany Secretaries in Practice to conduct Secretarial Audit of the Company for thefinancial year 2018-19. The Secretarial Audit Report for the financial year ended March312019 is annexed herewith marked as Annexure-3 to this Report.

CORPORATE GOVERNANCE:

Corporate Governance Guidelines as specified in the Listing Agreement with StockExchanges is applicable to the Company from the Financial Year 2001-02. The Company hascomplied with the Guidelines of Corporate Governance and as required by Schedule V (C) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 a separatereport on the Corporate Governance is forming part of this Annual Report. A Certificate byPracticing Company Secretary on the Compliance with the guidelines of the LODR 2015 onthe Corporate Governance is forming part of this Annual Report. (Annexure-4)

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors based on therepresentation received from the operating management confirm that:-

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departure from following the accounting Standards.

b. they have in selection of accounting policies consulted the Statutory Auditors andhave applied them consistently and made judgment and estimates that are reasonable andprudent so as to give true and fair view of the state of affairs of the Company as at theend of the Financial Year and of the Profit or Loss of the Company for that period.

c. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company andpreventing and detecting fraud and other irregularities.

d. they have prepared the annual accounts on a Going Concern basis and

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

f. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

GENERAL

There have been no material changes and commitments which can affect the financialposition of the Company between the end of the financial year and the date of this Report.

Statutory Auditors of the Company have not reported any incident related to fraudduring the financial year 2018-19 to the Audit Committee or Board of Directors underSection 143(12) of the Companies Act 2013.

ACKNOWLEDGEMENTS:

Employees are our vital and most valuable assets of the Company. Your Directors valuethe professionalism and commitment of all employees of the Company and place on recordtheir appreciation of the contribution made by employees of the Company at all levels thathas contributed to your Company's success. Your Directors thank and express theirgratitude for the support and co-operation received from the Central and State Governments/ regulatory authorities viz. Ministry of Corporate Affairs SEBI the Stock ExchangeDepositories and other stakeholders including producers and vendors.

For and on behalf of the Board of Directors of
Master Chemicals Limited
Sd/- Sd/-
Rana Zia Nabi Ahamad
Date: 07.08.2019 (Director) (Director)
Place: Lucknow DIN: 07083262 DIN:07143915