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SM Dyechem Ltd.

BSE: 500391 Sector: Infrastructure
NSE: SMDYECHEM ISIN Code: INE620A01025
BSE 05:30 | 01 Jan SM Dyechem Ltd
NSE 05:30 | 01 Jan SM Dyechem Ltd

SM Dyechem Ltd. (SMDYECHEM) - Director Report

Company director report

To Members

SM DYECHEM LIMITED

Your Directors present Thirty Fifth Annual Report together with the Audited FinancialStatements for the year ended 31st March 2020.

FINANCIAL RESULTS:

(Rs. in '000)

PARTICULARS 2019-2020 2018-2019
Total Income 180000 186266
Profit/(Loss) before Depreciation Interest and Tax 1580 2697
Less: Depreciation - -
Add: Tax adjustments for earlier year - -
Profit/(Loss) after tax 1580 2697

FINANCIAL SUMMARY OR HIGHLIGHTS:

During the year under review the Company has total revenue of Rs. 180000 Thousands[previous year Rs. 186266 Thousands] and earned profit of Rs. 1580 Thousands [previousyear profit of Rs. 2697 Thousands].

CHANGE IN NATURE OF BUSINESS:

During the reporting period the Company has not changed its nature of business and hasbeen continuing with the same line of business.

STATUS WITH NCLT/REGULATORS OR COURTS OR TRIBUNALS:

The Company has largely implemented the Modified Draft Rehabilitation Scheme (MDRS)which has been approved as a Resolution Plan by the Hon'ble National Company Law Tribunal(NCLT) Mumbai Bench vide its order dated 30th July 2018. In addition BSE Ltdby its order dated 03.07.2018 has compulsorily delisted the shares of the company from BSELtd. The company and the promoters have taken cognizance of the above and have compliedwith the residual requirements.

All the payments required to be made as per the approved Resolution Plan have alreadybeen made. An amount of Rs. 1318 Thousands representing unpaid unsecured creditors andunclaimed matured deposit Rs. 7 Thousands as per original scheme sanctioned by Hon'bleBIFR (SS08) unsecured creditors have remained unclaimed despite efforts by the board inreaching to the claimants.

The Board is also taking necessary steps for implementation of the residualcompliances.

DIVIDEND:

Your Directors regret that due to accumulated losses no dividend could be recommendedfor the year.

RESERVES:

The Company has not proposed to transfer any amount to the reserves for the financialyear 2019-20.

SHARE CAPITAL:

During the financial year there was no change in the Share Capital of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

Due to global pandemic COVID-19 situations and lockdown imposed throughout the countrythe business places of the Company were shut down from 23rd March 2020 and were graduallystarted as per the guidelines of the statutory authorities. It might have an impact onnormal business operations of the Company. The Company has considered the possible effectsof COVID-19 and will continue to closely monitor any material changes arising out offuture economic conditions and impact on its business.

EXTRACT OF THE ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 (‘the Act') in prescribed form MGT-9 is enclosed as "AnnexureA" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Hersh Shah (DIN: 07570075) was appointed as anadditional director of the Company w.e.f. 30th April 2019 as well as appointedas Chief Financial Officer w.e.f.

1st July 2019. The appointment of Mr. Hersh Shah was regularised as Directorof the Company at the Annual General Meeting of the Company held on 27thSeptember 2019.

Mr. Ravi Prakash Bhati (DIN: 07959366) resigned from the post of Director w.e.f. 30thApril 2019 and was appointed as a Manager of the Company w.e.f. 1st July 2019whereas Mr. Pramod Kale was appointed as the Company Secretary of the Company w.e.f. 1stJuly 2019.

Further due to personal reasons Mr. S. M. Shetty (DIN: 00294206)Promoter/Chairman& Managing Director of the Company has resigned from the Board w.e.f. from 30thMay 2019. However he was further re-appointed as additional director w.e.f. 9thJanuary 2020 whereas Mr. C R Murali (DIN: 00533104) had resigned from the post of directorwith effect from 9th January 2020. Your Directors recommend the regularizationof Mr. S. M. Shetty (DIN: 00294206) as Director at the ensuing Annual General Meeting ofthe Company.

Mr. Hersh Shah Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had Nine (9) Board meetings during the financial year under review. Theintervening gap between the two consecutive meetings was within the period prescribedunder Section 173 of the Companies Act 2013.

AUDIT COMMITTEE:

The Audit Committee met once during the financial year on 5th September2019. The composition of Audit Committee as on 31st March 2020 are as follows:

1. Mr. Nilesh Gandhi - Chairman

2. Mr. Hersh Shah - Member

3. Ms. Priti Gandhi - Member

REMUNERATION POLICY:

The Board of Directors has on recommendations of the Nomination & RemunerationCommittee outlined policy for selection & appointment of Directors Key ManagerialPersonnel & Senior Management and also to decide their remuneration along with theperks. The Nomination & Remuneration Committee revises the remuneration from time totime depending upon the performance of the Company and the Individual Director's/KeyManagerial Personnel and other Senior Management Personnel. The remuneration policy takesinto account the circumstance of business so as to attract and retain quality talent andleverage performance significantly. A copy of the Remuneration policy of the Company isattached and annexed as "Annexure B".

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors of theCompany hereby states and confirms that:-

(i) In the preparation of the Annual Accounts applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the accounting year and ofthe loss of the company for that year;

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) The Directors have prepared the Annual Accounts on a going concern basis

(v) The Directors have devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

In compliance with the Companies (Audit and Auditors) Rules 2014 Jignesh Goradia& Associates Chartered Accountants (FRN : 114719W) has been appointed as Statutory

Auditors of the Company to hold office till the conclusion of Thirty Eighth AnnualGeneral Meeting as approved by the members at their Thirty Third Annual General Meetingheld on 30th November 2018.

BOARD'S COMMENTS ON AUDITOR'S QUALIFICATION / RESERVATION / ADVERSE REMARK ORDISCLAIMER:

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed againstthe Company by its officers or employees as specified under Section 143(12) of theCompanies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

The details of loans given and investments made is provided at Note. 7 and 9 of theFinancial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms-lengthbasis.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The Company did not have any major power and fuel consumption during the year underconsideration. No foreign exchange earnings and expenditure were made during the yearunder consideration. And hence the company has nothing to report as an annexure requiredunder rulp nf P.nmnanipQ /'Armiintc^ RiiIpq 901A

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from Independent Directors.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the period under review the Company does not have any subsidiary Jointventures and Associate Company.

PARTICULARS OF EMPLOYEES:

In terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules arerequired to be provided in the Annual Report. However there were no employees who were inreceipt of remuneration for which details need to be disclosed. Hence Rule 5(2) and 5(3)are not applicable to the Company.

RISK MANAGEMENT:

The Company has in place a mechanism/risk management framework to identify assessmonitor and mitigate various elements of risks to key business objectives. Major risksidentified by the businesses and functions if any are systematically addressed throughmitigating actions on a continuing basis.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial control with reference to accuracyand completeness of financial statements. During the year such controls were tested andno reportable material weaknesses in the operations of the Company was observed.

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavour of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder for prevention and redressal of complaints of sexualharassment at workplace. During the year ended 31st March 2020 no complaints pertainingto sexual harassment was received by the Company.

During the year under review there were only three employees so there is no need toconstitute Internal Complaints Committee.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank and acknowledge with gratitude theco-operation and assistance received from various Government Authorities Professionalsand other Agencies during the accounting period under reference.

The Directors also wish to place their deep appreciation to the continued trust andconfidence reposed by the Shareholders of the Company.

On behalf of the Board For SM Dyechem Limited
Nilesh M Gandhi Hersh Shah
DIN:00028536 DIN:07570075
Place: Mumbai
Date: 01.12.2020

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