BOARD REPORT
To
The Members,
KEMISTAR CORPORATION LIMITED
The Directors have pleasure in submitting their TWENTY FOURTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.
1. FINANCIAL RESULTS
The chemicals and other business operations will be operated from Ahmadabad office. The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:
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Particulars
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Year 2017-18 (Rs.)
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Year 201617 (Rs.)
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Income from operations
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2,82,65,560
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99,70,725
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Income from other heads
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817,882
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5,35,754
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Total Expenditure
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2,82,07,751
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10,045,375
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Profit Before Tax
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875,691
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4,61,104
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Provision for Tax
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170,405
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1,01,886
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Profit After Tax
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705,286
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3,59,218
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2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your company sustained and achieve total income Rs. 2,90,83,442 as compared to previous year Rs. 10,506,479/-
(1) Domestic Sales: - The domestic sales Increased to Rs. 2,82,65,560 as compared to previous year Rs. 99, 70,725/-
(2) Other Income:- Other income increased to Rs. 817,882/- as compared to previous year Rs. 5,35,754/The Company is Rapidly Expanding due to favorable condition of Indian Environment in Specially Chemical sectors. Company's Profitability increased by 89 % from Previous Financial Year
3. SHARE CAPITAL
The paid up Equity Share capital of the Company is Rs. 1,86,63,920/- for the year under review. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.
4. DIVIDEND
In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31st March 2018.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
5. Finance :
Cash and Cash equivalent as at March 31, 2018 was Rs. 3,63,928/-. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.
6. FIXED DEPOSIT
The company has not invited, accepted or renewed any fixed deposit from the public during the year. No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1) (c) (xiii) of the Companies (Acceptance of Deposits) Rules, 2014.
7. SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES
There were no Subsidiaries of the Company as on 31.03.2018
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not provided any loan or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
The current investment of the company as on 31stMarch, 2018:
Rs. 2,24,47,809/- in Reliance Liquid Fund.
The company intends to invest in its subsidiary in the Current financial year.
9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.
The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.
All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2016.
As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.
In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.
11. PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2016,the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board's functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non independent Directors were carried out by the independent Directors.
12. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Details of this policy is explained in the Corporate Governance Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
Nine Board Meetings were held during the 12 months accounting period ended March 31, 2018. The dates of such Board Meeting are as below:
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Sr. No.
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Date of Board Meeting
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1.
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May 30, 2017
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2.
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August 02, 2017
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3.
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September 02, 2017
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4.
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September 15, 2017
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5.
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November 10, 2017
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6.
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January 18, 2018
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7.
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February 08, 2018
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8.
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February 23, 2018
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9.
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March 31, 2018
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14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
15. AUDITORS AND AUDITOR'S REPORT:
Your Company's Auditors, M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad will retire at the conclusion of the forthcoming Annual General Meeting as they have completed a consecutive term of 5 years as the Statutory Auditor of the Company.
The company intends to appoint Jignesh Domadiya & Co. as Statutory Auditor in the Annual General Meeting for a period of 5 consecutive years, i.e. upto the AGM of 2023. The Company has received a letter from Jignesh Domadiya & Co., stating that their appointment as auditors, if made, would be within the limits specified under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013 and that they are not disqualified for appointment within the meaning of Section 139 of the said Act.
EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS
There were no qualifications, reservations or adverse remarks made by the retiring Auditors and the practicing company secretary in their report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation.
The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL. - Annexure A
17. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure MGT-9 and is attached to this Report. - Annexure B
18. CORPORATE GOVERNANCE
The Corporate Governance Report together with the certificate received from the Auditor of the Company regarding compliance with the requirements of Corporate Governance as stipulated under
Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2016, form an internal part of this report.-Annexure C
19. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 of the Listing Agreements with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.-Annexure D
20. SECRETARIAL AUDIT
As a measure of good corporate practice, the board of the director of the Company appointed M/s. Nahidakhtar Vhora & Co., Practicing Company Secretary to conduct Secretarial Audit. The Secretarial Audit Report for the financial year end 31.03.2018 is provided in the Annual Report. - Annexure E
The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013.
21. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.
22. PARTICULARS OF EMPLOYEES:
The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act, 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are not applicable to the Company. However, there was no employee in receipt of remuneration under this section.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
During the year 2017-18, The Company have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013. There was transaction with following parties, which were on arms' length basis or material in nature
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Sr. No.
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Name
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Nature of
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Amount(In Rs)
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1
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AGR-EH Technologies Pvt. Ltd
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Purchase of Goods
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43,738/-
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24. FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings and outgoings flow were NIL.
25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance of provisions of Section 177 o f the Companies Act, 2013 (“the Act "), other applicable provisions of the Act, Companies (Meetings of the Board and its Powers), Rules 2014 and Clause 49 of the Listing Agreement, your Company has establish a vigil mechanism for their directors and employees, so as to report their genuine concerns or grievances.
The vigil mechanism shall provide for adequate safeguards against victimization of person(s) who use such mechanism and make provision for direct access to the chairman of the Audit Committee or the director nominated by the Audit Committee, as the case may be, in exceptional cases.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis.
26. PREVENTION OF INSIDER TRADING:
Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.
27. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:
The company has in place the “Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.
28. COST AUDITORS
The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2017-18.
29. RISK MANAGEMENT
The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board's view, there are no material risks.
29. Status of Listing Fees
Your Company has been regularly paying listing fees to the BSE, Mumbai where its Equity Shares are listed.
30. DECLARATION OF INDEPENDENT DIRECTORS
31. The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and revised clause 49 of the Listing Agreements with Stock Exchange.
32. HUMAN RESOURCE
The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.
33. STOCK EXCHANGES
The Company's equity shares are listed with the Bombay Stock Exchange.
34. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Company
Place: Ahmedabad Sd/- Sd/-
Date: August 11, 2018 Managing Director Director
(DIN: 01157786) (DIN: 2249636)
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