You are here » Home » Companies » Company Overview » Ushanti Colour Chem Ltd

Ushanti Colour Chem Ltd.

BSE: 535099 Sector: Industrials
NSE: UCL ISIN Code: INE00NI01015
BSE 05:30 | 01 Jan Ushanti Colour Chem Ltd
NSE 05:30 | 01 Jan Ushanti Colour Chem Ltd

Ushanti Colour Chem Ltd. (UCL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Fifth Annual Report and the Company'saudited financial statement for the financial year ended March 31 2018.

Financial Results

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

Particulars Year ended on March 31 2018 Year ended on March 31 2017
Gross Income 393832718 307744407
Less: Goods and Services tax/ Excise Duty 36450680 21293905
Export incentives 7775730 8540932
Other Income 2767736 1211651
Total Income 367925504 296203085
Profit before Depreciation Finance Costs Exceptional items and Taxation 55631127 38202918
Less: Depreciation/Amortisation 11720674 8400222
Profit before Finance Costs Exceptional items and Taxation 43910453 29802696
Less: Finance Costs 9772692 8965377
Profit before Exceptional items and Taxation 34137761 20837319
Add: Exceptional items - -
Profit before Taxation 34137761 20837319
Less: Provision for Tax - Current Tax 9752833 7005118
Add: Provision for Tax - Deferred Tax (Net) 76000 (50000)
Profit for the year 24460928 13782201

Performance / Highlights of the Company

During the year under review your company has achieved Revenue from Operation of Rs.3651.58 lacs as against 2949.91 lacs which recorded a growth of 23.79%.

Other Income during FY 2017-18 was Rs. 27.68 lacs as against Rs. 12.12 lacs whichrecorded a growth of 128.38%.

The Company recorded Profit Before Tax of Rs. 341.38 lacs as against Rs. 208.37 lacswhich recorded a growth of 63.83%.

Change in the Nature of Business

There was no Change in the nature of the business of the Company done during the year.

Corporate Governance

The Equity Shares of the Company get listed on the SME platform (NSE-emerge) of NSEafter closure of financial year. Further regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 relating to Corporate Governance is notapplicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence theCompany is not required to disclose information as covered under Para (C) (D) and (E) ofSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014is furnished in Form MGT-9 and is attached to this Report as 'Annexure I'.

Board Meetings conducted during the year under review

During the Financial year 2017-18 17 (Seventeen) Board Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Meetings were conducted on 06th April 2017 25th April 2017 05th May 2017 18thMay 2017 31st August 2017 19th September 2017 05th October 2017 25th October2017 09th November 2017 01st December 2017 31st January 2018 15th February 201823rd February 2018 13th March 2018 16th March 2018 19th March 2018 (2 BoardMeeting).

The detail of attendance at the aforesaid meeting is as follows:

Name of Directors Designation
Held during their respective tenures Attended
Mr. Maunal Shantilal Gandhi Joint Managing Director 17 17
Mr. Minku Shantibhai Gandhi Joint Managing Director 17 17
Mr. Shantilal Bhailal Gandhi Chairman and Executive Director 3 3
Mr. Shailesh Indradaman Patwari Independent Director 6 6
Mrs. Hanisha Jinish Patel Independent Director 6 6
Mrs. Purvi Tapan Trivedi Independent Director 6 6
Mrs. Harshaben Nishithbhai Mehta Non Executive Director 2 2

Annual General Meeting and Extra Ordinary General Meeting

The 24th Annual General Meeting (AGM) of the Company was held on September 23 2017.

During the Financial year 2017-18 6 (Six) Extra Ordinary General Meeting were convenedand held.

Meetings were conducted on 02nd May 2017 03rd January 2018 19th February 201815th March 2018 24th March 2018 (2 EOGM).

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the Directors Your Directorsstate that:

a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Company being unlisted sub clause (e) of section 134(5) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Comment on Auditor's Report

The Auditors Report is annexed with the Audited Accounts of the Company. Theobservation made by Auditors in their Report your Directors wish to state that the reportis self - explanatory and do not require any further clarification from the Board.

Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

The State of Company's Affairs

During the year under review the Company has put all of its efforts to serving ourproducts to all its Customer in time. The turnover of the Company during the reportingperiod amounted Rs. 3651.58 lacs.

Company is listed on EMERGE Platform of National Stock Exchange Board of India as on 2ndAugust 2018 as SME Listed Company.

With this information the Directors assure the stakeholders of the Company to continuetheir efforts and enhance the overall performance of the Company in the coming financialyears. The Directors express their gratitude towards the stakeholders for all the supportthe Company has received from them and hope that the Company continues to receive the samesupport in the coming future.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Board specifying thenature value and terms and conditions of the transaction. Transactions with relatedparties are conducted in a transparent manner with the interest of the Company andStakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section188(1) of the Companies Act 2013 in prescribed Form AOC-2 is attached as an 'AnnexureII' to this Report.

Reserve

The Company has a Closing Balance of Rs. 40016473/- (Rupees Four Crore SixteenThousand Four Hundred Seventy Three Only) as Reserve and Surplus as on 31/03/2018.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount (In Rs.)
1. Balance at the beginning of the year 58862545/-
2. Current Year's Profit 24460928/-
3. Amount of Securities Premium 5563000/-
4. Bonus Issue for the year -48870000/-
Total 40016473/-

Dividend

Considering the capital requirement for ongoing business expansion during the year2017-18 the Board of Directors do not recommend any dividend on the Equity shares.

Material changes and commitment if any affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of the Report:

Apart from the Change as mentioned below No material changes and commitmentsaffecting the financial position of the Company have been occurred between the end of thefinancial year to which this financial statements relate and the date of the report.

Listing

The company had come out with a public issue of 1926000 equity shares for Rs. 60 eachincluding a share premium of Rs. 50 per equity share. The IPO had successfully completedand got huge success through subscribing by 6.00 times and the resulting shares have beenlisted on the Emerge Platform of NSE Mumbai.

Depository System

The Company's total paid-up capital representing 4887000 as on March 31 2018 are nowin dematerialized form.

Conversion of Company

During the year Company has been converted from Private Limited Company to PublicLimited Company and necessary fresh Certificate to that effect has been issued by DeputyRegistrar of Companies Ahmedabad dated March 07 2018. Consequent to conversion of thecompany the name of the Company changed from Ushanti Colour Chem Private Limited toUshanti Colour Chem Limited.

Transfer to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 does not apply as theCompany has not declared and paid in last seven years so the Company was not require totransfer any amount to the Investor Education and Protection Fund (IEPF) established bythe Central Government pursuant to the provision of Section 125(e) of the Companies Act2013 as there is no amount unclaimed for a period of 7 years from the date it become duefor repayment.

Conservation of energy Technology absorption Foreign exchange earnings and outgo

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act pursuant to Section134(3)(m) of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts)Rules 2014 is given as an 'Annexure III' to this Report.

Statement concerning development and implementation of Risk Management Policy of theCompany

The Company has in place a mechanism to identify access monitor and mitigate variousrisks towards the key business objectives of the Company. Major risk identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

Directors and Key Managerial Personnel

Independent Director

The Board of Directors appointed Mr. Shailesh Indradaman Patwari Mrs. Hanisha JinishPatel and Mrs. Purvi Tapan Trivedi as an Additional (Non-executive) Independent Directorson the board as on January 31 2018 subject to the approval of the shareholders willhold office till the ensuing AGM and is eligible for appointment. Their Appointment as anIndependent Directors were regularized in Extra Ordinary General Meeting held on March 242018. All three Independent Directors have been appointed to hold office for 5 (Five)consecutive years w.e.f. 31st January 2018 to 30th January 2023.

As per the Companies Act 2013 the Independent Directors are not liable to retire byrotation.

Non-Executive Non Independent Director

The Board of Directors appointed Mrs. Harshaben Nishithbhai Mehta as an Additional NonExecutive (Non Independent) Director on the board as on January 31 2018 subject to theapproval of the shareholders will hold office till the ensuing AGM and is eligible forappointment.

Executive Director

The Board of Directors appointed Mr. Shantilal Bhailal Gandhi as Chairman andAdditional Director on the board as on March 13 2018 subject to the approval of theshareholders will hold office till the ensuing AGM and is eligible for appointment. Hisappointment as Chairman and Director was regularized in Extra Ordinary General Meetingheld on March 24 2018.

Change in Designation of Directors

Designation of Mr. Maunal Shantilal Gandhi and Mr. Minku Shantibhai Gandhi changed fromDirector to Joint Managing Director in the Board Meeting held on February 15 2018 on theterms and conditions as approved by the Board of Directors for a period of 5 (five) yearswhich was subsequently approved at the Extra Ordinary General Meeting ("EGM")held on the February 19 2018.

Chief Financial Officer

Mr. Pradip Bhadriklal Parikh was appointed as the Chief Financial Officer of theCompany w.e.f. 13th March 2018 pursuant to the provision of Companies Act 2013.

Company Secretary

Ms. Archita Jitendrakumar Shah was appointed as the Company Secretary of the Companyw.e.f. 13th March 2018 pursuant to the provision of Companies Act 2013.

The Board Comprise of the following:

Sr. Name of Director No. Designation DIN
1. Shantilal Bhailal Gandhi Chairman and Executive Director 00118509
2. Minku Shantibhai Gandhi Joint Managing Director 00118617
3. Maunal Shantilal Gandhi Joint Managing Director 00118559
4. Shailesh Indradaman Patwari Independent Director 00411439
5. Purvi Tapan Trivedi Independent Director 08064080
6. Hanisha Jinish Patel Independent Director 07190911
7. Pradip Bhadriklal Parikh Chief Financial Officer -
8. Archita Jitendrakumar Shah Company Secretary -

Mrs. Harshaben Nishithbhai Mehta was appointed as Additional Non Executive (NonIndependent) Director of the Company as on January 31 2018 who resigned on March 13 2018Due to personal and unavoidable circumstances.

Declaration by Independent Directors

The following directors are appointed as independent directors in terms of Section149(6) of the Act;

1. Mr. Shailesh Indradaman Patwari

2. Mrs. Purvi Tapan Trivedi

3. Mrs. Hanisha Jinish Patel

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors as per section 134(3) (p) of the Companies Act 2013 was not applicable on your Company for the financialyear ended March 31 2018.

Subsidiaries Joint Ventures And Associate Companies

Company does not have any Subsidiaries Joint Ventures And Associate Companies.

Deposits

Your Company has neither accepted nor renewed any deposits during the year within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

Details of Money accepted by the Directors of the Company.

Pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance ofDeposits) Rules 2014 an aggregate amount of Rs. 52063247/- was accepted from theDirectors and relatives of Directors of the Company in the financial year ended March 312018.

*Amount accepted from the relatives of Directors of the Company before the conversionwas made

i.e. till March 07 2018.

Auditor and Auditor's Report

Statutory Auditors

Due to pre-occupation in other assignments resignation was given by M/s. C. R.SHAREDALAL & CO. Chartered Accountants Ahmedabad as on March 13 2018 and to fillthe casual vacancy M/s. ANA & Associates Chartered Accountants Ahmedabad has beenappointed as on March 15 2018 as Statutory Auditors of your Company till the conclusionof ensuing Annual General Meeting.

M/s. ANA & Associates Chartered Accountants Ahmedabad are appointed as StatutoryAuditors of your Company for one years from the conclusion of the 25th Annual GeneralMeeting held on 29th September 2018 till the conclusion of the 26th AnnualGeneral Meeting.

A written consent from them has been received along with a certificate that theirappointment if made shall be in accordance with the prescribed conditions and the saidAuditors satisfy the criteria provided in Section 141 of the Companies Act 2013. Theresolution seeking of their appointment has been included in the Notice of Annual GeneralMeeting.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly your Company isnot required to conduct the cost audit for the financial year ended March 31 2018.

Secretarial Auditors

The provisions relating to submission of Secretarial Audit Report are not applicable tothe Company for the financial year ended March 31 2018.

Internal Auditors

The provision of Section 138 of the Companies Act 2013 was not applicable on yourCompany for the financial year ended March 31 2018. Accordingly your Company was notrequired to conduct the internal audit for the financial year ended March 31 2018.

Share Capital:

During the year 2017-18 the Company had increased its Authorized Share Capital fromRs. 6000000 (Rupees Sixty Lacs only) divided into 600000 (Six Lacs) Equity Shares ofRs. 10 (Rupees Ten only) each ("Equity Shares") to Rs. 100000000 (Rupees TenCrores only) divided into 10000000 (One Crore) Equity Shares of Rs. 10 each (Rupees Tenonly) vide Extra-Ordinary General Meeting held on January 03 2018 and March 15 2018.

During the year on March 16 2018 the company had issued and allotted Bonus Shares of4887000 Equity Shares of Rs.10 each to existing Share Holders.

Committees of the Board

The Company being unlisted was not required to form various committees during thefinancial year under review. However consequent upon listing of its Equity Shares on NSEEmerge on 2nd August 2018 the Company has formed various Committees asrequired under the Companies Act 2013.

Presently the board has Three (3) committees i.e. Audit Committee Nomination andRemuneration Committees Stakeholders Relationship Committee constitution of which aregiven below.

A) Composition of Audit Committee:

The Board of Directors in its meeting held on 13th March 2018 constituted an AuditCommittee in compliance with the provision of Section 177 of the Companies Act 2013.

During the year under review No meeting held during the year:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mr. Shailesh Indradaman Patwari Chairman 0 0
Mrs. Hanisha Jinish Patel Member 0 0
Mr. Maunal Shantilal Gandhi Member 0 0

During the year no any meeting conducted no any recommendations suggested by Committeeand accepted by the Board.

B) Composition of Nomination and Remuneration Committee:

The Board of Directors in its meeting held on 13th March 2018 constituted Nominationand Remuneration Committee in compliance with the provision of Section 178 of theCompanies Act 2013.

During the year under review No meeting held during the year:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mrs. Hanisha Jinish Patel Chairman 0 0
Mr. Shailesh Indradaman Patwari Member 0 0
Mrs. Purvi Tapan Trivedi Member 0 0

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website ofthe

Company at www.ushanti.com and the same has been also disclosed under 'AnnexureIV'.

C) Stake Holder's Relationship Committee:

The Board of Directors in its meeting held on 13th March 2018 constituted StakeHolder's Relationship Committee in compliance with the provision of Section 178 of theCompanies Act 2013.

During the year under review No meeting held during the year:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mrs. Purvi Tapan Trivedi Chairman 0 0
Mr. Shailesh Indradaman Patwari Member 0 0
Mrs. Hanisha Jinish Patel Member 0 0

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism provision does not applicable on Company for the financial yearended March 31 2018. Therefore the Company has not constituted the Vigil Mechanism forthe financial year ended March 31 2018.

Disclosures under Sexual Harassment of women at workplace (Prevention Prohibition& Redressal) Act 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further states that during the year under review therewere no cases filed pursuant to the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013.

Particulars of Employees

The provision of section 197(12) of the Companies Act 2013 does not apply during thefinancial year ended March 31 2018.

Industrial Relations

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

Policy on Director Appointment and Remuneration

The provision of Section 178 of the Companies Act 2013 was not applicable on yourCompany for the financial year ended March 31 2018. Accordingly your Company was notrequired to prepare policy on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) of the Companies Act 2013 for the financial yearended March 31 2018.

Acknowledgement

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also place onrecord their appreciation for the contribution made by the former Directors of the Companywho demitted their offices.

General Shareholder's Information

Annual General Meeting

Date & Time: 29th September 2018 at 03:00 pm

Venue: 88/8 G I D C Phase I Vatva Ahmedabad-382445 Gujarat India.

Record Date : Friday 14th September 2018

Registrar and Transfer Agent (RTA)

Share Transfer and all other Investor's / Shareholder's related activities are attendedand processed by our Registrar and Transfer Agent. For lodgment of transfer deeds and anyother documents investors may contact M/s. Bigshare Services Private Limited situated at1st Floor Bharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol AndheriEast Mumbai- 400059 Maharashtra India. Email ID: ipo@bigshareonline.com. Howevershareholders holding shares in the electronic mode should address all correspondence totheir respective Depository Participants.Address:

By Order of the Board of Directors

For Ushanti Colour Chem Limited

Sd/- Sd/-
Date: 28/08/2018 Shantilal Bhailal Gandhi Minku Shantilal Gandhi
Place: Ahmedabad Chairman and Executive Director Joint Managing Director
(DIN: 00118509) (DIN: 00118617)