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Master Chemicals Ltd.

BSE: 506867 Sector: Industrials
NSE: N.A. ISIN Code: INE523D01017
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OPEN 29.60
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VOLUME 305
52-Week high 29.60
52-Week low 29.60
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
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Master Chemicals Ltd. (MASTERCHEMICALS) - Director Report

Company director report

To

The Members

Master Chemicals Limited

25-28 Plot No.-209 Atlanta Building

Jamnalal Bajaj Marg

Nariman Point Mumbai 400021.

The Directors of your Company are presenting their 41st Annual Report of theCompany on the operations and financials of the Company for the year ended on 31stMarch 2021.

FINANCIAL RESULTS:

(Rs. In Thousand)

PARTICULARS 2020-2021 2019-2020
Total Income - -
Total Expenditure 2048.19 868.78
Profit (+ )/ Loss (-) before Tax (2048.19) (868.78)
Provision for Taxation - -
Gain (loss) on equity instruments (139.68) (147.53)
Net Profit (+) / Loss (-) after Tax (2187.87) (1016.31)
Balance carried forward to next year (2187.87) (1016.31)

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 (2187.87)/-. (in thousands)

DIVIDEND:

Due to lack of profit the Board of Directors has not recommended any dividend for thefinancial year 202021.

CAPITAL ISSUE

During the financial year 2020-21 the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity. As on March 31 2021 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 K. K.Ganguly 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.

INDEPENDENT DIRECTORS:

Shri Vipul Agarwal and Shri K. K. Ganguly the Independent Directors of the Companyhave submitted the Declaration of Independence as required pursuant to Section 149 (7) ofthe Companies Act 2013 stating that they meet the criteria of Independence as providedin 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:

Pursuant to section 203 of the Companies Act 2013 and Rules made thereunder theCompany was required to appoint Key Managerial Personnel (KMP). In view of this ShriSubash Raju Kanumuri has been appointed as Chief Financial Officer (CFO) of the Companyw.e.f.12.11.2016 Shri Brijendra Awasthi has been appointed as Manager of the Company andShri Rajan Kumar Singh has been appointed as a Company Secretary 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. on the financials ofthe Company for the Financial Year 2020-2021 is self-explanatory and lacks anyqualifications 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 has constituted its Audit Committee in Compliancewith Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The details of members of the Committee are given below:

Shri Vipul Agarwal Chairman
Shri K. K. 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 has constituted its Nomination and RemunerationCommittee (pursuant to the requirement of Section 177 of the Companies Act 2013) to dealwith matters related to managerial remuneration of company as may be required from time totime.

The details of members of the Committee are given below:

Shri K. K. Ganguly Chairman
Shri Vipul Agarwal Member
Smt Rana Zia Member

During the year under review a meeting of the Nomination and Remuneration Committee ofthe Company was held on 06.07.2020 and 10.11.2020.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

The details of members of the Committee are given below:

Shri Vipul Agarwal Chairman
Shri K. K. 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 2020-21.

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.

CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance Requirements as stipulatedunder the various regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013. A report on Corporate Governance along withCertificate on its Compliance forms a part of the Annual Report.

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:

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.

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 06.07.202014.09.2020 10.11.2020 and 12.02.2021.

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:

There are no related party transactions during the year in the Company.

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 standalone 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 ofjudgement safeguarding the interest of the Company and its minority shareholders timedevoted etc.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988:

The particulars required U/s 134(3) of the Companies Act 2013 read with the Companies(Disclosure of particulars in the Report of the Board of Directors) Rules 1988 inrelation to the Conservation of energy and technology absorption are not applicable to theCompany.

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

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 Secretaries Lucknow a firm of CompanySecretaries in Practice to conduct Secretarial Audit of the Company for the financialyear 2021-22 to 2023-24. The Secretarial Audit Report for the financial year ended March312021 is annexed herewith marked as Annexure 3 to this Report.

CORPORATE GOVERNANCE:

The Company has complied with the Guidelines of Corporate Governance A Certificate byPracticing Company Secretary on the Compliance with the conditions of the CorporateGovernance as per Listing Regulations is forming part of this Annual Report.

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.

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 Kriti Kumar Ganguly
Place: Lucknow (Director) (Director)
Date: 14.08.2021 DIN: 07083262 DIN:08214967

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