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Directors Report of Crestchem Ltd.
Mar 31, 2025
Your directors have pleasure in presenting the THIRTY THIRD ANNUAL REPORT together with the Audited Accounts of
the Company for the period of 12 months ended on 31st March, 2025.
1. FINANCIAL RESULTS (Rs. In lacs)
|
Particulars |
As At |
As At |
|
Operating Profit/(Loss) (before interest and depreciation) |
372.21 |
303.34 |
|
Less: Interest |
1.30 |
0.70 |
|
Profit/(Loss) before depreciation |
370.91 |
302.64 |
|
Less: Depreciation |
5.23 |
4.63 |
|
Profit/(Loss) before Tax |
365.68 |
298.01 |
|
Less: Current Tax. |
93.86 |
83.87 |
|
Deferred Tax |
(0.83) |
(0.49) |
|
Profit/(Loss) after Tax |
272.65 |
214.63 |
2. TRANSFER TO RESERVES:
The Company has transferred the above profit amount under the head reserves and surplus and stakeholders net
worth of the Company has been increased and that will help the stake holders for value maximization in periods
to come.
3. DIVIDEND
Your directors are pleased to inform that Company has declared 10% ( Rs.1/- per Share) Dividend for the year
2024-25 (Subject to TDS as per Income tax Act) subject to approval of members at ensuing Annual General
Meeting. Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Dividend Distribution
Policy of the Company is available on the Company''s website
4. MATERIAL CHANGES AND COMMITMENTS:
During the year under review there were no material changes or commitments which affect the financial position
of the Company. With the ease of doing business mechanism followed by Government may give an add on to
the Company to create the sustainable growth and development.
5. OPERATIONS & FUTURE PROSPECTS
The operations of the company are improved substantially for the year 2024-25, resulting into the improvisation
in the bottom-line figures. The Board of Directors recommended 10% Dividend (Rs.1/- per share) for the year
2024-25.
The Price volatilities is remains continued during the year under review. Your company managed to procure
raw materials from time to time and has also improved sales turnover during the year under review. The
Company has focused to improve the turnover and ultimately it resulted to improve the profitability of the
Company.
As was reported in previous financial year''s Annual Report the Company is now actively planning to expand and
invest in new/start up business in limited liability partnership (LLP) firms, within our Speciallity Chemicals and
related fields of operations. Accordingly, requisite pilot plant facility, for such products, is likely to be established
by our company at such LLP firms, in due Course.
DIRECTORS
Shri Nirmit D Patel who retires by rotation and being eligible offers himself offer for reappointment.
Smt. Rinkal Maulik Jasani is appointed additional director in the Category of Woman Independent & Non Executive
Director w.e.f. 28-05-2025
During the year Smt. Binaben Parasbhai Patel has resigned as an Independent Director Due to her pre occupation
she has given resignation from the post of Independent Director w.e.f. 20-09-2024
During the year under the review none of the Director of the Company has been disqualified to act as the
Director of the Company.
RECLASSIFICATION OF SHARES FROM PROMOTERS TO PUBLIC CATEGORY:
BSE vide its letter dated May 19,2025 has approved reclassification of shareholders under Regulation 31A of SEBI
(LODR) Regulations, 2015 as was applied for by the Company, where by 15 shareholders of promoters group
whose holding aggregating to 2.84% had been reclassified as public shareholders. The First quarter of Financial
year 2025-25 i.e. for the quarter ended on June 30,2025 will reflet the Same in Shareholding Pattern.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges
is enclosed as Annexure-A.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st
March, 2025 given by Mehul Raval & Associates, Practicing Company Secretary is annexed as Annexure - B to this
report. There is no qualification or any adverse remarks and observations made by PCS is self-explanatory and
does not need any explanation from the Board.
NUMBER OF BOARD MEETINGS
During the year the Board of Directors met Eight (8) times. The details of the Board meetings are provided in the
Corporate Governance Report Annexure-E.
The meetings held were in compliance with the secretarial standards issued by ICSI and section 118(10) of CA-
2013 to be read with SEBI (LODR) provisions.
Audit Committee
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its
purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing
the financial statement and statement of cash flow and reviewing the Company''s statutory and internal audit
activities.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by The
Companies Act, 2013. They act in accordance with the terms of reference as stipulated.
The Company has established the terms of reference of the Audit Committee in all respect. The Company is not
mandated with CG Requirement however the provisions of the Companies Act, 2013 are followed in all respect.
The Composition of the same with attendance is forming part of the Corporate Governance Report which is
separately attached forming part of the said Directors Report.
6. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the
state of affairs of the Company as at March, 31st 2025 and of the profit of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The directors, in the case of a listed company, had laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating effectively;
(e) The annual accounts have been prepared on a going concern basis.
(f) The Directors have devised proper systems to ensure compliances with the provisions of applicable laws
and such systems are adequate and operating effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of the Act and under SEBI (LODR) Regulation,
2015:
1 Shri Nitinkumar S. Shah Non-Executive Independent Director (Professioal Director)
2 Smt Rinkal Maulik Jasani (w.e.f. 28-05-2025) Non-Executive Independent Director (Woman Director)
3 Shri Jignesh A. Shah Non-Executive Independent Director
4 Smt. Priyankaben M. Patel Non-Executive Independent Director
The Company has received requisite declarations/confirmations from all the above Directors confirming their
independence.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from
M/s. Mehul Raval & Associates, Practicing Company Secretary, that none of the Directors on the Board of the
Company have been disqualified to act as Director. The same is annexed here wit has Annexure-C.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part
of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and
financial statement are being sent to the members and others entitled there to, excluding the statements containing
Particulars of Employees, which is available for inspection by the members at the / Corporate /Registered office
of the Company during business hours on all working days (except Saturdays), up to the date of ensuing Annual
General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at
the Corporate / registered office of the Company.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under
review, hence, no committee in this regard has been constituted.
10. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return of the company for the
Financial Year ended on 31st March, 2025 will be placed on the Company''s website at https://
www.crestchemlimited.in
11. RELATED PARTY TRANSACTIONS
Details of Contracts/arrangement with the Related Parties are appearing under Note no. 27 and form part of this
report. All related party transactions that were entered into during the year under report were on arm''s length
basis and were in the ordinary course of business and in line with the domestic transfer pricing rules. The related
party transactions made by the Company with erstwhile promoter companies have no potential conflict with the
interest of the Company at large.
Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required,
for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s
website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions
to establish Arm''s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts
and arrangements entered between the Company and Related Party transaction during the year, the details,
required to be mentioned in AOC-2 which is annexed here with Annexure-D.
12. DEPOSITS
Company has not invited any public deposit which is falling under the provisions of Section 73 to 76 of the
Companies Act, 2013. The Company is debt free.
13. FINANCE
The company has, from time to time availed of FD-OD facility from banks, against company''s own fixed
deposits (FDs), in routine course of Business. The company also paid- off the facilities so utilized It is Continuous
process. The company has no borrowings from any Bank or any Institution. There are no outstanding interest
payments. Our company is debt free. The company has adopted Indian Accounting Standard (INDAS), since
1st pril, 2016.
BSE annual listing fees (ALF)
ALF invoice of BSE dated 12-04-2025 of Rs. 3,25,000/- Rs. 58,500/- GST, totaling to Rs 3,83,500/- has been paid
on 16-04-2025 vide Bhuj Mercantile Co-op bank Limited by UTR :HDFCR52025041661374981 dated 16-04-2025
well within the stipulated time period, of due date.
While filing reclassification of share from promote group category to public category BSE has issued various
previous SOP under various regulation of LODR and the company has made payment of RS. 357540/- to BSE on
05-03-25 vide UTR : INDBR32025030500948930, as previous years penalty raised by BSE for various late filing.
There are no any other disputed or undisputed outstanding to BSE.
14. VIGIL MECHANISM
The Board approved Vigil Mechanism of the Company at its meeting held on 31-03-2025. The purpose of the
policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/
employees wishing to raise a concern about serious irregularities within the Company. Under the policy, protected
disclosures against below Board level employees will be addressed to the Whole Time Director / Managing
Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting
under Vigil Mechanism was made by any employee or Director of the Company.
15. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing
agreement, includes an Ethics & Compliance Task Force comprising senior executives of the company, is in place
with the company. Available in company''s website https://www.crestchemlimited.in/download/cd/policy-on-
whistle-blower.pdf
16. AUDITORS
M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the period of five consecutive years
till the conclusion of 35th Annual General meeting to be held in 2027.
17. COST AUDIT
The Central Government of India has not prescribed the maintenance of Cost Accounting Records under sub¬
Section (1) of Section 148 of the Companies Act, 2013 and hence this clause is not applicable to the company.
18. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are part and parcel of process and system procedures. It is being monitored by the
Board of Directors of the Company & Audit Committee comprising of one of the professionals at periodic intervals.
The Internal auditor is appointed in compliance of Section 138 of the Act and is conducted to examine the
adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory
requirements and reports are placed before the Audit Committee for its review. During the previous financial
year, the Company had in place requisite internal financial controls, for smooth functioning commensurate with
the size and operation of our company. The Company has IFCS commensurate with the size and operation of the
Company.
The Company also avails the services from the professionals of repute i.e. a Firm of Chartered Accountant (Laxmi
Patre & Associates) and Advocate Hardik Bhupendra Shah, Corporate Law Advisor to assist the company broadly
in strategic matters, implementation of the policy, legal and internal financial controls etc.
19. HEALTH SAFETY & ENVIRONMENT AND OTHER POLICIES
Your Company attaches the highest priority to safety, occupational health and protection of environment in and
around its working areas.
The Company has taken sufficient measures to maintain Industrial Health and Safety at its work place for employees
as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable
Industrial and Labour laws/rules. The Company has in place a Policy against Sexual Harassment at workplace in
line with the requirement of Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual
harassment. The Company has not received any complaints during the year under the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy available at Code Of Conduct
(crestchemlimited.in)
20. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO, STATEMENT OF PARTICULARS OF EMPLOYEES ETC.
Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part
of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all
shareholders of the Company excluding the information relating to conservation of energy, foreign exchange
earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such
particulars may write to the Director / Company Secretary at the Corporate Office of the Company at Ahmedabad.
The same is sufficiently disclosed in notes to accounts.
21. CORPORATE GOVERNANCE REPORT
As per SEBI circular CIR/ CFD/POLICY CELL//2014 dated 15th September 2014, The Company''s Capital is below Rs.
10 Crore and Net Worth is below Rs. 25 Crore as on 31/03/2025. The Company does not have to file corporate
governance report. The Paid-up Share Capital and net worth of the Company for last three financial year are as
under:
|
Financial Year Ended |
Paid up share capital |
|
31st March 2023 |
Rs.3,00,00,000/- |
|
31st March 2024 |
Rs. 3,00,00,000/- |
|
31st March 2025 |
Rs. 3,00,00,000/- |
|
Net Worth |
(Amount in Rupees) |
|
31st March 2023 |
Rs. 2,75,31,620/- |
|
31st March 2024 |
Rs. 4,89,94,971/- |
|
31st March 2025 |
Rs. 7,47,59,717/- |
Accordingly our Company has not applicable Corporate Governnance Criterea as per SEBI (LODR) Regulations,
2015. Company has obtained the Certificate from Practicising Company secretary, Mehul Raval & Associates for
the period ended March 31,2025. As per Annexure-F.
22. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and
SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors,
its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as
recommended by the Nomination and Remuneration Committee of the Company. The performance of Non¬
Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent
Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their
satisfaction with the evaluation process. Policy on Directors appointment and remuneration Criteria determining
the qualifications, positive attributes and independence of Directors.
⢠Qualifications of Independent Director. An Independent director shall possess appropriate skills,
qualifications, experience and knowledge in one or more fields of finance, law, management, marketing,
administration, corporate governance, operations or other disciplines related to the Company''s
business.
⢠Positive attributes of Independent Directors. An independent director shall be a person of integrity, who
possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level
of independence from the Board and the Company etc. Independent Directors are appointed on the basis
of requirement of the Company, qualifications& experience, expertise in any area of business, association
with the Company etc. He / She should also devote sufficient time to his/her professional obligations for
informed and balanced decision making; and assist the Company in implementing the best corporate
governance practices.
⢠Independence of Independent Directors. An Independent director should meet the requirements of Section
149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board
of Directors for the same every year.
23. RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to adverse consequences for the Company''s business.
Effective risk management process is key to sustained operations thereby protecting shareholder value, improving
governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen
circumstances, if they occur in the life cycle of the business activities. Your company has followed the technique
of following the Risk Transfer by taking various Insurance policies and all Assets of the Company are sufficiently
insured including Human Capital.
24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review ,industrial relations remained harmonious and cordial.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year under review, the Company has received the notice from income tax demand of Rs. 2,06000/-
for prior period is yet pending though as per our company the same is not required to be paid for which we have
already submitted our clarification to the income tax department. But still the department has not removed the
same demand notice on us for which we have again requested to do so.
26. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and
Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013
and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation
process covering various aspects of the Board''s functioning.
The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy, inter alia,
for nomination and appointment (including remuneration) of Directors, senior management and key managerial
personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate
Governance Report and uploaded on website of the company at https://www.crestchemlimited.in/code-of-
conduct.html
Further details on election process, appointment of Directors and the details of remuneration paid to Directors
and Managerial Personnel forms part of the Corporate Governance Report.
27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL RULES, 2014.
There are permanent employees on the rolls of the Company as on 31st March, 2025 Including Shri Dipak
Narendraprasad Patel who is Managing Director of the Company, Shri Nirmit Dipak Patel Executive Whole time
Director, Ms Khyati Vyas who is Company Secretary cum Compliance office and CFO, Smt. Parul Dipak Patel
Manager admin & Shri Joe Cyril Harrish, Technical person, Ratio/ Mean remuneration compliance is applicable
to the Company as is part of the report.
28. ACKNOWLEDGMENT
The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers,
Shareholders and all other who have been associated with the Company, for their co-operation, continued
support and for the confidence placed in the management of the Company.
29. GENERAL INFORMATION
1. AGM held during the financial year 2023-24, on 30TH August, 2024. Stock Exchange where the shares of
the company are listed: BSE Ltd.
2. Scrip Code of the Company: 526269.
3. The Company has now appointed CDSL for monitoring of foreign investments and the System Driven
Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ ISD/CIR/P/2020/168 dated September
09, 2020 regarding Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of
Insider Trading) Regulations, 2015. The company has now obtained certain ISO certification which will help
in furthering the business of the company.
4. Other Statutory Disclosures:
- The company does not have any Benami property, where any proceeding has been initiated or
pending against the company for holding any Benami property
- The company has not carried out any revaluation of its Property, Plant and Equipment.
- The company holds all properties in its own name.
- The company does not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.
- The company has not traded or invested in Crypto currency or Virtual Currency during the year.
- The financial statements were authorized for issue in accordance with a resolution passed by the
Board of Directors. The financial statements as approved by the Board of Directors are subject to
final approval by its Shareholders.
- The company have not received any funds from any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the funding party (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on
behalf of the Ultimate Beneficiaries.
- The company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or Provide any guarantee, security or the
like to or on behalf of the Ultimate Beneficiaries.
By Order of the Board of Directors
For & on behalf of Crestchem Limited
Sd/-
Dipak N. Patel
Place: Ahmedabad Chairman and Managing Director
Date: June 24, 2025 (02052080)
Mar 31, 2024
Your directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2024.
|
1. |
FINANCIAL RESULTS |
(Rs. In lacs) |
|
|
Particulars |
As At |
As At |
|
|
31/03/24 |
31/03/23 |
||
|
Operating Profit / (Loss) |
|||
|
(before interest and depreciation) |
303.34 |
97.04 |
|
|
Less : Interest |
0.70 |
0.98 |
|
|
Profit / (Loss) before depreciation |
304.64 |
96.06 |
|
|
Less : Depreciation |
4.63 |
2.24 |
|
|
Profit / (Loss) before Tax |
298.01 |
93.82 |
|
|
Less : Current Tax. |
83.87 |
24.66 |
|
|
Deferred Tax |
(0.49) |
(0.18) |
|
|
Profit/(Loss) after Tax |
214.63 |
69.35 |
2. TRANSFER TO RESERVES:
The Company has transferred the above profit amount under the head reserves and surplus and stakeholders net worth of the Company has been increased and that will help the stake holders for value maximization in periods to come.
3. DIVIDEND
Your directors pleased to inform that Company has declared 5% Maiden Dividend for the year 2023-24 (Subject to TDS as per Income tax Act) subject to approval of members at ensuing Annual General Meeting.Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Dividend Distribution Policy of the Company is available on the Company''s website
4. MATERIAL CHANGES AND COMMITMENTS:
During the year under review there were no material changes or commitments which affect the financial position of the Company. With the ease of doing business mechanism followed by Government may give an add on to the Company to create the sustainable growth and development.
5. OPERATIONS & FUTURE PROSPECTS
The operations of the company are improved substantially for the year 2023-24, resulting into the improvisation in the bottom-line figures. The Board of Directors recommended 5% Maiden Dividend for the year 2023-24.
The Price volatilities is remains continued during the year under review. Your company managed to procure raw materials from time to time and has also improved sales turnover during the year under review. The Company has focused to improve the turnover and ultimately it resulted to improve the profitability of the Company.
The Company is planning to invest in new/start up business- limited liability partnership firm(s), within our overall chemical and related field of operations. During the year under review company has assigned the Project Work to one of the entites of CSIR. Company is hopeful for pilot plant during FY 2025-26 or thereafter.
Our company may provide necessary support by way of technical/manufacturing know-how and such other services, like managerial and financial support and supply of materials to the development and negotiation on this front is in preliminary stages.
DIRECTORS
Shri Jignesh A. Shah, Advocate & qualified Company Secretary has been appointed as Independent & Non Executive Director w.e.f. 29th December,2023 .
Smt. Priyankaben M. Patel is appointed additional director in the Category of Woman Independent & Non Executive Director w.e.f. 04th July,2024
During the year Shri Rajesh I. Mody is Completing Two terms of Five Years each. So he is Compulsory retiring as a Independent Director & Shri Manoj B. Patel due to pre occupation he has given resignation from the post of Independent Director. w.e.f. 04th July,2024
Shri Rajesh I Mody is compulsory retired hence Company has changed Chairman of Audit Committee, Nomination & Remuneration Committee and Stake holder Relationship Committee.
Shri Nirmit Dipak Patel (DIN:10239263) was appointed additional director on 17/07/2023 on the recommendation of nomination and remuneration committee and board of directors of the company, subject to approval of the members Shri Nirmit Dipak Patel was appointed executive director w.e.f. 1st October, 2023 for a period of two and half years and on remuneration approved by nomination and remuneration committee and board of directors of the company.
During the year under the review none of the Director of the Company has been disqualified to act as the Director of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure - A.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st March, 2024 given by Mehul Raval, Practicing Company Secretary is annexed as Annexure - B to this report. There is no qualification or any adverse remarks and observations made by PCS is self-explanatory and does not need any explanation from the Board.
NUMBER OF BOARD MEETINGS
During the year the Board of Directors met Eight (8) times. The details of the Board meetings are provided in the Corporate Governance Report Annexure - E.
The meetings held were in compliance with the secretarial standards issued by ICSI vis a section 118(10) of CA-2013 to be read with SEBI (LODR) provisions.
Audit Committee
The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Company''s statutory and internal audit activities.
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. They act in accordance with the terms of reference as stipulated.
The Company has established the terms of reference of the Audit Committee in all respect. The Company is not mandated with CG Requirement however the provisions of the CA-2013 are followed in all respect. The Composition of the same with attendance is forming part of the Corporate Governance Report which is separately attached forming part of the said Directors Report.
6. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2024 and of the profit of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(e) The annual accounts have been prepared on a going concern basis.
(f) The Directors have devised proper systems to ensure compliances with the provisions of applicable laws and such systems are adequate and operating effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of the Act and under SEBI (LODR) Regulation, 2015:
1 Shri Rajesh I. Mody Non-Executive Independent Director
2 Shri Beenaben P. Patel Non-Executive Independent Director (Woman Director)
3 Shri Nitinkumar S. Shah Non-Executive Independent Director
4 Shri Manoj B.Patel Non-Executive Independent Director
5 Shri Jignesh A.Shah Non-Executive Independent Director
6 Smt. Priyankaben M. Shah Non-Executive Independent Director (Woman Director)
The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from Shri Mehul Raval, Practicing Company Secretary, that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is annexed herewith as Annexure - C.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and financial statement are being sent to the members and others entitled thereto, excluding the statements containing Particulars of Employees, which is available for inspection by the members at the Registered office of the Company during business hours on all working days (except Saturdays), up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at the registered office of the Company.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under review, hence, no committee in this regard has been constituted.
10. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return of the company for the Financial Year ended on 31st March, 2024 will be placed on the Company''s website at https:// www.crestchemlimited.in
11. RELATED PARTY TRANSACTIONS
Details of Contracts/arrangement with the Related Parties are appearing under Note no. 27 and form part of this report. All related party transactions that were entered into during the year under report were on arm''s length basis and were in the ordinary course of business and in line with the domestic transfer pricing rules. The related party transactions made by the Company with erstwhile promoter companies have no potential conflict with the interest of the Company at large.
Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The Company''s management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm''s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and Related Party transaction during the year, the details, required to be mentioned in AOC-2 which is annexed herewith Annexure - D.
12. DEPOSITS
Company has not invited any public deposit which is falling under the provisions of Section 73 to 76 of the Companies Act, 2013. The Companies is debt free.
13. FINANCE
The company has, from time to time availed of FD-OD facility from banks, against company''s own fixed deposits (FDs), in routine course of Business. The company also paid- off the facilities so utilized It is Continuous process. The company has no borrowings from any Bank or any Institution. There are no outstanding interest payments. Our company is debt free. The company has adopted Indian Accounting Standard (IND AS), since 1st April, 2016.
BSE annual listing fees ( ALF)
ALF invoice of BSE dated 17/04/2024 of Rs. 3,25,000/- Rs. 58,500/- GST, totaling to Rs 3,83,500/- has been paid on 24/ 042024 vide Bhuj Mercantile Co-op bank Limited by UTR HDFCR52024042451015722 dated 24/04/2024 Rs.3,51,000/- wellwithin the stipulated time period, of due date.
There are no any other disputed or undisputed outstanding to BSE.
14. VIGIL MECHANISM
The Board approved Vigil Mechanism of the Company at its meeting held on 01/04/2021. The purpose of the policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/ employees wishing to raise a concern about serious irregularities within the Company. Under the policy, protected disclosures against below Board level employees will be addressed to the Whole Time Director / Managing Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting under Vigil Mechanism was made by any employee or Director of the Company.
15. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing agreement, includes an Ethics & Compliance Task Force comprising senior executives of the company, is in place with the company. Available in company''s website https:// www.crestchemlimited.in/download/cd/policy-on-whistle- blower.pdf
16. AUDITORS
M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the period of five consecutive years till the conclusion of 35th Annual General meeting to be held in 2027.
17. COST AUDIT
The Central Government of India has not prescribed the maintenance of Cost Accounting Records under sub Section (1) of Section 148 of the Companies Act, 2013 and hence this clause is not applicable to the company.
18. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are part and partial of process and system procedures. It is being monitored by the Board of Directors of the Company & Audit Committee comprising of one of the professionals at periodic intervals. The Internal auditor is appointed in compliance of Section 138 of the Act and is conducted to examine the adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory requirements and reports are placed before the Audit Committee for its review. During the previous financial year, the Company had in place requisite internal financial controls, for smooth functioning commensurate with the size and operation of our company. The Company has IFCS comensurate with the size and operation of the Company.
The Company also avails the services from the professionals of repute i.e. a Firm of Chartered Accountant (Purvi Jignesh Shah & Co.) and advocate Hardik Bhupendra Shah and Corporate Law Advisor Jignesh A. Shah on retainer basis, to assist the company broadly in strategic matters, implementation of the policy, legal and internal financial controls etc.
19. HEALTH SAFETY & ENVIRONMENT AND OTHER POLICIES
Your Company attaches the highest priority to safety, occupational health and protection of environment in and around its working areas.
The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws / rules. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy available at Code Of Conduct (crestchemlimited.in)
20. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, STATEMENT OF PARTICULARS OF EMPLOYEES ETC.
Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Corporate Office of the Company at Ahmedabad. The same is sufficiently disclosed in notes to accounts.
21. CORPORATE GOVERNANCE REPORT
During the year under Report Securities & Exchange Board of India (SEBI) introduced new listing Regulation, SEBI (LODR) Regulation, 2015 effective from December 1, 2015. The Corporate Governance Report and practices followed by the Company are indicated separately in the ANNEXURE forming part of this report. A certificate from the Practicing Company Secretary of the Company, regarding the conditions of corporate governance as per Annexure - F.
22. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The performance of NonIndependent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process. Policy on Directors appointment and remuneration Criteria determining the qualifications, positive attributes and independence of Directors. Independent Directors
⢠Qualifications of Independent Director. An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Company''s business.
⢠Positive attributes of Independent Directors. An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.
⢠Independence of Independent Directors. An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.
23. RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to adverse consequences for the Company''s business. Effective risk management process is key to sustained operations thereby protecting shareholder value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen circumstances, if they occur in the lifecycle of the business activities. Your company has followed the technique of following the Risk Transfer by taking various Insurance policies and all Assets of the Company are sufficiently insured including Human Capital.
24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, industrial relations remained harmonious and cordial.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the year under review, the Company has received the order from The Honorable Add Chief Metropolitan Magistrate in Criminal Case No: 0035137/2022 passed the order dated November 20,2023.
In the above said matter board informs that, the Registrar of Companies, Gujarat has filed a complaint before honorable Metropolitan Magistrate Court, Ahmedabad that the company has defaulted by non-filing of Secretarial Audit Report vide form MR-3 pursuant to section 204 of the companies act, 2013 and the rules made thereunder for the financial year 2016-17 However, looking to the filing status with the help of practicing professional it has been observed that the company has already filed and attached the Secretarial Audit report in Form MR-3 within the stipulated time hence the company does not seem to have defaulted in above statutory filing. Accordingly the matter has been taken up with the help of the Advocate before honorable court vide discharge application,
During the year under review The Honorable Add Chief Metropolitan Magistrate in Criminal Case No: 0035137/ 2022 passed the order dated November 20,2023 by disposing case acquitted four directors of the Company and the Company ''CRESTCHEM LIMITED"
26. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation process covering various aspects of the Board''s functioning.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the company at https:// www.crestchemlimited.in/ code-of-conduct.html
Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.
27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL RULES, 2014.
There are permanent employees on the rolls of the Company as on 31st March, 2024 Including Shri Dipak Narendraprasad Patel who is Managing Director of the Company, Ms Khyati Vyas who is Company Secretary cum Compliance office and CFO, Ratio/ Mean remuneration compliance is applicable to the Company as is part of the report.
28. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence placed in the management of the Company.
29. GENERAL INFORMATION
1. AGM held during the financial year 2023-24, on 24th August, 2023.Stock Exchange where the shares of the company are listed: BSE Ltd.
2. Scrip Code of the Company: 526269.
3. The Company has now appointed CDSL for monitoring of foreign investments and the System Driven Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ ISD/CIR/P/2020/168 dated September 09, 2020 regarding Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The company has now obtained certain ISO certification which will help in furthering the business of the company.
4. Other Statutory Disclosures:
- The company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property
- The company has not carried out any revaluation of its Property, Plant and Equipment.
- The company holds all properties in its own name.
- The company does not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.
- The company has not traded or invested in Crypto currency or Virtual Currency during the year.
- The financial statements were authorized for issue in accordance with a resolution passed by the
Board of Directors. The financial statements as approved by the Board of Directors are subject to final approval by its Shareholders.
- The company have not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
- The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the TWENTY THIRD ANNUAL
REPORT together with the Audited Accounts of the Company for the period
of 12months ended on 31st March, 2015.
1. FINANCIAL RESULTS
(Rs. In Lacs)
As at As at
31-03-2015 31-03-2014
(12 Months) (12 Months)
Operating Profit/(Loss) 74.83 8.18
(before interest and depreciation)
Less: Interest 1.65 2.42
Profit/(Loss) before depreciation 73.18 5.76
Less : Depreciation 4.88 8.35
Profit/(Loss) before Tax 68.3 (2.59)
Less : Current Tax. 7.15 0.00
(Excess)/ Short Provision
for earlier year 0.00 (0.007)
Profit/(Loss) after Tax 61.15 (2.59)
Amount of Profit and Loss
A/c brought forward (259.25) (256.66)
Amount available for appropriations
carried to Balance Sheet (198.1) (259.25)
2. TRANSFER TO RESERVES:
The Company has not transferred any sum to the General Reserves during
the period under review.
3. DIVIDEND
Your directors regret their inability to recommend any dividend on the
equity shares during the period under review.
4. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
5. OPERATIONS
The Operations remained sub-optimal due to financial constraints and
the time which was required to be devoted in technically perfecting the
products/formulations, in the potential nutraceutical - Enteral and
Pediatric nutrition field. New products which will be introduced in the
subsequent years in branded retail packages have been technically
perfected, whereby there will be better profitability in subsequent
years. The Company is now ready with one of the branded product for
which the trademark final registration has been approved and granted to
the Company by the Trademark Authority of India.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Narendrakumar H. Patel a
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment.
The Board of Directors has appointed Smt. Binaben Paras kumar Patel as
an Additional director w.e.f 25-03-2015. She will hold office up to
the ensuing AGM, of the Company and being eligible, offers herself for
re-appointment. Notice under section 160 of the Act, has been received
by the company from a Member, signifying his intention to propose the
candidature of Smt. Binaben Parasbhai Patel as an independent Director
of the Company.
The Board of Directors has appointed Shree Neil Darshan Dalal as an
Additional director w.e.f 30-01-2015. He will hold office up to the
ensuing AGM, of the Company and being eligible, offers himself for
re-appointment. Notice under section 160 of the Act, has been received
by the company from a Member, signifying his intention to propose the
candidature of Shree Neil Darshan Dalal as an independent Director of
the Company.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is enclosed as Annexure A.
8. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, The Secretarial Audit report for
the financial year ended 31st March, 2015 given by Ms. Dhara Shah,
Practicing Company Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met seven times. The details of
the Board meetings are provided in the Corporate Governance Report.
10. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so
as to give a true and fair view of the state of affairs of the Company
as at March, 31st 2015 and of the profit of the Company for that
period.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
(e) The Directors have devised proper systems to ensure compliances
with the provisions of applicable laws and such systems are adequate
and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of
the Act and clause 49 of the listing agreement:
1) Shri Rajesh I. Mody
2) Shri Narendrakumar H. Patel
3) Shri Neil Darshan Dalal
4) Smt. Binaben Parasbhai Patel
The Company has received requisite declarations/ confirmations from all
the above Directors confirming their independence.
12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement containing Particulars of Employees pursuant to section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this report. However, as per the provisions of section
134 and 136 of the Companies Act, 2013, the Report and financial
statement are being sent to the members and others entitled thereto,
excluding the statements containing Particulars of Employees, which is
available for inspection by the members at the Registered office of the
Company during business hours on all working days (except Saturdays),up
to the date of ensuing Annual General Meeting. Any member interested in
obtaining a copy of such statement may write to the Company at the
registered office of the Company.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013, which is not
applicable to the company for the period under review, hence, no
committee in this regard has been constituted.
14. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st
March, 2015 as required by Section 92(3) of the Act is annexed as
Annexure C to this report.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered in to during the year
under report were on arm's length basis and in the ordinary course of
business. There are no materially significant related party
transactions made by the Company during the year.
Details of related party transactions entered into by the Company
during the financial year 2014-2015 are provided in Note 23 to the
Financial Statements.
16. DEPOSITS
No Public deposits were accepted or matured during the period under
review.
17. FINANCE
The accumulated losses of the company are in excess of 50% of the net
worth, as on 31st March, 2015. The company is not a sick industrial
undertaking within the clause (O) of sub clause(i) of section 3 of sick
industrial companies (Special Provision) Act, 1985. The company has no
outstanding term loans or working capital loans or any kind of loans
from banks or financial institutions. There are no outstanding interest
payments on above.
As a part of restructuring the company's operations and finances, the
company in the process of disposing off old assets (land, building &
obsolete Plant and Machinery) and replacing it by purchasing and
installing new assets (land, modern building & Plant and Machinery);
which will be more appropriately suitable for conducting the operation
of the Company and will be better compliant to the modern good
manufacturing practices (GMP) norms of the industry, to remain abreast
and relevant with respect to the changing technological and business
environment.
The company has not incurred any cash losses during the year 2012-2013,
2013-14 & 2014- 2015.
18. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 139 and 141 of the
Companies Act, 2013. Your Directors recommend their re-appointment.
In the opinion of directors, the observations made in the Auditor's
Report are self Explanatory and the notes to the accounts are
self explanatory and adequately explain the matters, which are dealt
with by the auditors.
19. COST AUDIT
The Central Government of India has not prescribed the maintenance of
Cost Accounting Records under sub Section (1) of Section 148 of the
Companies Act, 2013 and hence this clause is not applicable to the
company.
20. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
21. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, form part of this report. However,
as per the provisions of section 134, the reports and accounts are
being sent to all shareholders of the Company excluding the information
relating to conservation of energy, foreign exchange earnings and
outgo, and the statement of particulars of employees. Any shareholder
interested in obtaining such particulars may write to the
Director/Company Secretary at the Registered Office of the Company.
22. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report & practices followed by the Company are
indicated separately in the Annexure D forming part of this report. A
certificate from the Practicing Company Secretary of the Company,
regarding the conditions of corporate governance as stipulated under
clause 49 of the listing agreement is annexed to this report.
23. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the listing agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company, is
in place with the Company.
24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, the industrial relations remained
harmonious and cordial.
25. FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
Nomination and remuneration committee has laid down the standard
procedure and method for evaluation of performance of each directors,
key managerial personnel and members of the committees.
Policy for Selection of Directors and determining Directors'
independence
1. Introduction
1.1 CRESTCHEM LIMITED believes that an enlightened and combination of
youth with experience Board consciously creates a culture of leadership
to provide a long-term vision and policy approach to improve the
quality of governance. Towards this, CRESTChEm LIMITED ensures
constitution of a Board of Directors with an appropriate composition,
size, diversified expertise and experience and commitment to discharge
their responsibilities and duties effectively.
1.2 CRESTCHEM LIMITED recognizes the importance of Independent
Directors in achieving the effectiveness of the Board. CRESTCHEM
LIMITED aims to have an optimum combination of Executive, Non-Executive
and Independent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, incase
of their appointment as independent directors of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a company.
3.2 "Nomination and Remuneration Committee" means the committee
constituted by CRESTCHEM LIMITED Board in accordance with the
provisions of Section 178 of the Companies Act, 2013 and Clause 49 of
the Equity Listing Agreement, whenever applicable.
3.3 "Independent Director" means a director referred to in
sub-section (6) of Section 149 of the Companies Act, 2013 and Clause
49(II)(B) of the Equity Listing Agreement, whenever applicable.
4. Policy:
4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration Committee (NRC), and the Board,
shall review on an annual basis, appropriate skills, knowledge and
experience required of the Board as a whole and its individual members.
The objective is to have a Board with diverse background and experience
that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members, the
NRC may take into account factors, such as:
* General understanding of the Company's business dynamics, global
business and social perspective; Educational and professional
background Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following
requirements:
* Shall possess a Director Identification Number;
* Shall not be disqualified under the Companies Act, 2013;
* Shall give his written consent to act as a Director;
* Shall endeavor to attend all Board Meetings and wherever he is
appointed as a Committee Member, the Committee Meetings;
* Shall abide by the Code of Conduct established by the Company for
Directors and Senior Management Personnel;
* Shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
* Such other requirements as may be prescribed, from time to time,
under the Companies Act, 2013, Equity Listing Agreements and other
relevant laws.
4.1.4 The NRC shall evaluate each individual with the objective of
having a group that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NRC shall assess the independence of Directors at the time of
appointment / re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when
any new interests or relationships are disclosed by a Director.
4.2.2 The criteria for appointment/re-appointment of independence is as
laid down in Companies Act, 2013 and Clause 49 of the Equity Listing
Agreement, whenever applicable.
4.2.3 The Independent Directors shall abide by the "Code for
Independent Directors" as specified in Schedule IV to the Companies
Act, 2013.
4.3 Other directorships/committee memberships
4.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance.
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as directors of the Company. The NRC shall
take into account the nature of, and the time involved in a Director's
service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies
of which not more than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more
than 7 Listed Companies and not more than 3 Listed Companies in case he
is serving as a Whole- time Director in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or
act as Chairman of more than 5 Committees across all companies in which
he holds directorships.
For the purpose of considering the limit of the Committees, Audit
Committee and Stakeholders' Relationship Committee of all Public
Limited Companies, whether listed or not, shall be included and all
other companies including Private Limited Companies, Foreign Companies
and Companies under Section 8 of the Companies Act, 2013 shall be
excluded.
Remuneration Policy for Directors, Key Managerial Personnel and other
employees
1. Introduction
1.1 CRESTCHEM LIMITED recognizes the importance of aligning the
business objectives with specific and measurable individual objectives
and targets. The Company has therefore formulated the remuneration
policy for its directors, key managerial personnel and other employees
keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the
company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is
clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act,
2013
3.3 "Nomination and Remuneration Committee" means the committee
constituted by CRESTCHEM LIMITED Board in accordance with the
provisions of Section 178 of the Companies Act, 2013 and applicable
clause of the Equity Listing Agreement.
4. Policy:
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board, on the recommendation of the Nomination and
Remuneration Committee (NRC), shall review and approve the remuneration
payable to the Executive Directors of the Company within the overall
limits approved by the shareholders.
4.1.2 The Board, on the recommendation of the NRC, shall also review
and approve the remuneration payable to the Key Managerial Personnel of
the Company.
4.1.3 The remuneration structure to the Executive Directors and Key
Managerial Personnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior
Executives (Executive Committee) shall be reviewed by the NRC and
Annual Performance Bonus will be approved by the Committee based on the
achievements against the Annual Plan and Objectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board, on the recommendation of the NRC, shall review and
approve the remuneration payable to the Non- Executive Directors of the
Company within the overall limits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for
attending the meetings of the Board and the Committees thereof.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile, skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
26. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Central and
State Government Authorities, Customers, Shareholders and all other who
have been associated with the Company, for their co-operation,
continued support and for the confidence reposed in the management of
the Company.
27. GENERAL INFORMATION
AGM held during the financial year: 30TH SEPTEMBER, 2014.
For and on behalf of the Board
Sd/-
Place : Indrad(Kadi) Dipak N. Patel
Date : 7th August,2015 Chairman/Managing Director
(DIN-02052080)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the TWENTY SECOND ANNUAL
REPORT together with the Audited Accounts of the Company for the period
of 12 months ended on 31st March, 2014.
1. FINANCIAL RESULTS
(Rs. In Lacs)
As at As at
31-03-2014 31-03-2013
(12 Months) (12 Months)
Operating Profit / (Loss) 8.18 2.47
(before interest and depreciation)
Less : Interest 2.42 1.94
Profit / (Loss) before depreciation 5.76 0.53
Less : Depreciation 8.35 8.52
Profit / (Loss) before Tax (2.59) (7.99)
Less : Provision for Taxation / FBT. 0.00 0.00
(Excess)/ Short Provision
for earlier year (0.007) 0.00
Profit/(Loss) after Tax (2.59) (7.99)
Amount of Profit and Loss
A/c brought forward (256.66) (248.67)
Amount available for appropriations
carried to Balance Sheet (259.25) (256.66)
2. DIVIDEND
Your directors regret their inability to recommend any dividend on the
equity shares in view of the losses during the period under review.
3. OPERATIONS
The Operations remained sub-optimal due to financial constraints and
the time which was required to be devoted in technically perfecting the
products / formulations, in the potential nutraceutical - Enteral and
Pediatric nutrition field. However, during the year substantial
technical work was completed on updating the existing products as also
expanding the number of products in the industrial food ingredients
product range. Also new products which will be introduce in the
subsequent years in branded retail packages have been technically
perfected and will add to our product lines, whereby there will be
better profitability in subsequent years. The Company has also applied
for Trademarks on these products and out of them one trademark has
already been approved by the Trademark authority in India.
4. DIRECTORS
The terms of all the directors except the Managing Director are subject
to retirement by rotation. Now, The Companies Act, 2013 provides that
independent Directors are not liable to retire by rotation and their
term of appointment can be up to five consecutive years. Accordingly,
Mr. Rajesh I. Mody, Mr. Narendrakumar H. Patel, Mr. H.L Joshi being
independent directors is being appointed for a term of Five years.
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Shri Rajesh I. Mody a Director
of the Company, retires by rotation and being eligible offers himself
for re-appointment.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing
Agreement with the Stock Exchanges is enclosed as Annexure A.
6. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so
as to give a true and fair view of the state of affairs of the Company
as at March, 31st 2014 and of the loss of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
7. DEPOSITS
No Public deposits were accepted or matured during the period under
review.
8. FINANCE
The accumulated losses of the company are in excess of 50% of the net
worth, as on 31st March, 2014. The company is not a sick industrial
undertaking within the clause (O) of sub clause (i) of section 3 of
sick industrial companies (Special Provision) Act, 1985. However, it is
potentially sick under the meaning of section 23 of the said Act, and
accordingly, as on date, no reference is made to the Board for
Industrial and Financial Reconstruction. The said loss includes non
cash - depreciation charges. Also the company has no outstanding term
loans or working capital loans or any kind of loans from banks or
financial institutions. There are no outstanding interest payments on
above.
a. To tide over companies current financial difficulties, at the
request of the company, the Directors of the company have given
unsecured interest free loans from time to time from their own funds to
help the company to re- structure its operations.
b. The company has not incurred any cash losses during the year 2011
-2012, 2012-13 & 2013- 2014.
9. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 139 and 141 of the
Companies Act, 2013. Your Directors recommend their re-appointment.
In the opinion of directors, the observations made in the Auditor''s
Report are self Explanatory and the notes to the accounts are self
explanatory and adequately explain the matters, which are dealt with by
the auditors.
10. COST AUDIT
The Company has not maintained Cost Accounting Records required to be
maintained by the company pursuant to the Companies (Cost Accounting
Records) Rules, 2011 prescribed by the Central Government under section
233B of the Companies Act, 2013. However, the Company is actively in
the process of preparing the Cost records as required above and M/s.
Vishal Yagnik & Associates, Cost Accountants, Ahmedabad, are appointed
as Cost Auditors of the Company for the Financial year ended 31st
March, 2014.
11. PARTICULARS OF EMPLOYEES
There is no employee attracting the provisions of section 217(2A) of
the Act, read with the rules made there under.
12. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 form part of this report. However, as per the
provisions of section 219(1 )(b) (iv), the reports and accounts are
being sent to all shareholders of the Company excluding the information
relating to conservation of energy, foreign exchange earnings and
outgo, and the statement of particulars of employees. Any shareholder
interested in obtaining such particulars may write to the Director /
Company Secretary at the Registered Office of the Company.
13. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report & practices followed by the Company are
indicated separately in the Annexure B forming part of this report. A
certificate from the Practicing Company Secretary of the Company,
regarding the conditions of corporate governance as stipulated under
clause 49 of the listing agreement is annexed to this report.
14. COMPLIANCE CERTIFICATE
The compliance certificate issued by the Company Secretary in whole
time practice as prescribed under provision to Section 383A(1) of the
Companies Act, 1956 read with the Companies (Compliance Certificate)
Rules, 2001 is attached with this Report.
15. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, the industrial relations remained
harmonious and cordial. The Directors wish to place on record the
unstinted efforts and dedicated services extended by the employees at
all levels. With their support the Company looks forward to a brighter
future.
16. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Central and
State Government Authorities, Customers, Shareholders and all other who
have been associated with the Company, for their co-operation,
continued support and for the confidence reposed in the management of
the Company.
For and on behalf of the Board
Sd/-
Place : Indrad (Kadi) Dipak N. Patel
Date :30th May,2014 Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT
together with the Audited Accounts of the Company for the period of 12
months ended on 31st March, 2012.
1. FINANCIAL RESULTS
(Rs In Lacs)
As at As at
31-03-2012 31-03-2011
(12 Months) (12 Months)
Operating Profit / (Loss) 12.93 0.89
(before interest and depreciation)
Less : Interest 0.13 0.47
Profit / (Loss) before depreciation 12.8 0.42
Less : Depreciation 8.67 9.52
Profit / (Loss) before Tax 4.13 (9.10)
Less : Provision for Taxation / FBT. 0.00 0.00
Profit/(Loss) after Tax 4.13 (9.10)
Amount of Profit and Loss
A/c brought forward (252.80) (243.70)
Amount available for appropriations
carried to Balance Sheet (248.67) (252.80)
2. DIVIDEND
Your directors regret their inability to recommend any dividend on the
equity shares in view of the losses during the period under review.
3. OPERATIONS
The plant's utilization improved to some extent, yet however it
remained sub-optimal due to financial constraints and the time which
was required to be devoted in technically perfecting the products /
formulations, in the neutraceutical health food clinical nutrition
field.
4. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri Narendra H. Patel a
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment. With deep regret we wish to inform that the
Chairman of the company Shri Narendra C. Patel has ceased to be a
director on the board due to his sad demise, his continuing guidance
and valuable support was always appreciated and will be remembered by
your company. Shri H. L. Joshi has been appointed as Additional
Director in the Category of Independent director of the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and
Analysis Report as required under the Listing Agreement with the Stock
Exchanges is enclosed as Annexure A.
6. LISTING OF EQUITY SHARES ON BOMBAY STOCK EXCHANGE ( BSE) SCRIP CODE
: 526269
The Company's equity shares are listed on The Bombay Stock Exchange
Limited. The Company has filed application for revocation of suspension
of listing of equity Shares of the Company. It will be relisted with
BSE. Company has paid listing fees for the year 2012-13, registered
with NSDL & CDSL and was allotted ISIN No. INE293N01016.
7. OTHER INFORMATION
The Company has created its own website: www.crestchemlimited.in. for
the benefit of its equity shareholders and public at large.
The Company has appointed Compliance Officer for better services of the
equity shareholders.
The Company's equity shares will be relisted and traded on BSE.
8. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so
as to give a true and fair view of the state of affairs of the Company
as at March, 31st 2012 and of the profit of the Company for that
period.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
9. DEPOSITS
No Public deposits were accepted or matured during the period under
review.
10. FINANCE
The accumulated losses of the company are in excess of 50% of the net
worth, as on 31st March, 2012. The company is not a sick industrial
undertaking within the clause (O) of sub clause (i) of section 3 of
sick industrial companies (Special Provision) Act, 1985. However, it is
potentially sick under the meaning of section 23 of the said Act, and
accordingly, as on date, no reference is made to the Board for
Industrial and Financial Reconstruction. The said loss includes non
cash - depreciation charges. Also the company has no outstanding term
loans or working capital loans or any kind of loans from banks or
financial institutions. There are no outstanding interest payments on
above.
a. To tide over companies current financial difficulties, at the
request of the company, the Directors of the company have given
unsecured interest free loans from time to time from their own funds to
help the company to re- structure its operations.
b. The company has not incurred any cash losses during the year
2010-11 & 2011-12.
11. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 224 (1-B) of the
Companies Act, 1956. Your Directors recommend their re-appointment.
In the opinion of directors, the notes to the accounts are self
explanatory and adequately explain the matters, which are dealt with by
the auditors.
12. COST AUDIT
The Company has not maintained Cost Accounting Records required to be
maintained by the company pursuant to the Companies (Cost Accounting
Records) Rules, 2011 prescribed by the Central Government under section
209(1) (d) of the Companies Act, 1956. However, the Cost Accountant has
been appointed by the Company and the process of preparing cost records
is in progress.
13. PARTICULARS OF EMPLOYEES
There is no employee attracting the provisions of section 217(2A) of
the companies Act, 1956, read with the rules made there under.
14. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 form part of this report. However, as per the
provisions of section 219(1 )(b) (iv), the reports and accounts are
being sent to all shareholders of the Company excluding the information
relating to conservation of energy, foreign exchange earnings and
outgo, and the statement of particulars of employees. Any shareholder
interested in obtaining such particulars may write to the Director /
Company Secretary at the Registered Office of the Company.
15. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report & practices followed by the Company are
indicated separately in the Annexure B forming part of this report. A
certificate from the Practising Company Secretary, regarding the
compliances of corporate governance as stipulated under clause 49 of
the listing agreement is annexed as Annexure B to this report.
16. COMPLIANCE CERTIFICATE
The compliance certificate issued by the Company Secretary in whole
time practice as prescribed under provision to Section 383A(1) of the
Companies Act, 1956 read with the Companies (Compliance Certificate)
Rules, 2001 is attached with this Report.
17. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, the industrial relations remained
harmonious and cordial. The Directors wish to place on record the
unstinted efforts and dedicated services extended by the employees at
all levels. With their support the Company looks forward to a brighter
future.
18. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Central and
State Government Authorities, Customers, Shareholders and all other who
have been associated with the Company, for their co-operation,
continued support and for the confidence reposed in the management of
the Company.
For and on behalf of the Board
Sd/-
Place : Indrad (Kadi) Dipak N. Patel
Date : 15-June-2012 Managing Director
Mar 31, 2011
The Directors have pleasure in presenting the NINETEENTH ANNUAL REPORT
together with the Audited Accounts of the Company for the period of 12
months ended on 31st March, 2011.
1. FINANCIAL RESULTS (Rs. In Lacs)
As at As at
31-03-2011 31-03-2010
(12 Months) (12 Months)
Operating Profit / (Loss) 0.89 (14.89)
(before interest and depreciation)
Less : Interest 0.47 0.21
Profit / (Loss) before depreciation 0.42 (15.10)
Less : Depreciation 9.52 9.52
Profit / (Loss) before Tax (9.10) (24.62)
Less : Provision for Taxation / FBT. 0.00 0.37
Profit/(Loss) after Tax (9.10) (24.99)
Amount of Profit and Loss A/c brought (243.70) (218.71)
forward
Amount available for appropriations (252.80) (243.70)
carried to Balance Sheet
2. DIVIDEND
In view of the losses incurred by the Company, the Board of Directors
do not recommend any dividend for the period under review.
3. OPERATIONS
The plant's utilization improved to some extent, yet however it
remained sub-optimal due to financial constraints and the time which
was required to be devoted in technically perfecting the products /
formulations, in the neutraceutical health food clinical nutrition
field.
4. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri Rajesh I. Mody a Director
of the Company, retires by rotation and being eligible offers himself
for re-appointment.
Your Directors recommends re-appointment of the above director.
5. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that :
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so
as to give a true and fair view of the state of affairs of the Company
as at March, 31st 2011 and of the loss of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
6. DEPOSITS
No Public deposits were accepted or matured during the period under
review
7. FINANCE
The accumulated losses of the company are in excess of 50% of the net
worth, as on 31st March, 2011. The company is not a sick industrial
undertaking within the clause (O) of sub clause (i) of section 3 of
sick industrial companies (Special Provision) Act, 1985. However, it is
potentially sick under the meaning of section 23 of the said Act, and
accordingly, as on date, no reference is made to the Board for
Industrial and Financial Reconstruction. The said loss includes non
cash à depreciation charges. Also the company has no outstanding term
loans or working capital loans or any kind of loans from banks or
financial institutions. There are no outstanding interest payments on
above.
To tide over companies current financial difficulties, at the request
of the company, the Directors of the company have given unsecured
interest free loans from time to time from their own funds to help the
company to re-structure its operations.
8. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 224 (1-B) of the
Companies Act, 1956. Your Directors recommend their re-appointment.
In the opinion of directors, the notes to the accounts are self
explanatory and adequately explain the matters, which are dealt with by
the auditors.
9. PARTICULARS OF EMPLOYEES
There is no employee attracting the provisions of section 217(2A) of
the companies Act, 1956, read with the rules made there under.
10. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 217 (1) (e) of the Companies Act, 1956 read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 form part of this report. However, as per the
provisions of section 219(1)(b) (iv), the reports and accounts are
being sent to all shareholders of the Company excluding the information
relating to conservation of energy, foreign exchange earning and outgo,
and the statement of particulars of employees. Any shareholder
interested in obtaining such particulars may write to the Director /
Company Secretary at the Registered Office of the Company.
11. CORPORATE GOVERNANCE REPORT
A separate report on Corporate Governance is furnished as a part of
this Annual Report, along with the Compliance Certificate on the same
from the company secretary.
12. COMPLIANCE CERTIFICATE
The compliance certificate issued by the Company Secretary in whole
time practice as prescribed under provision to Section 383A(1) of the
Companies Act, 1956 read with the Companies (Compliance Certificate)
Rules, 2001 is attached with this Report.
13. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
The Industrial relations remained cordial, and due attention is devoted
to safety / environmental aspects..
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Industry Structure and Development:
Your Company is engaged in the field of Processing / Job working /
Manufacturing, of specialty chemical ingredients, in dry powder forms,
finding applications as a nutritious (or as a edible additive) raw
material, in dry re-constitutable food and pharmaceutical recipes.
Commercially, at times known as the neutraceutical Industry products or
as Entral Nutritional Industry raw materials, Health Food Industry raw
material etc.
Opportunities, Threats, Risk and Concerns :
This is a developing field, emerging out of the fusion of certain
aspects of three industries, namely The Chemical à The Food à The
Pharmaceutical Industry, with an opportunity of growth. But currently
the cost of manufacturing and marketing is high, as volume of business
is low, since the concept has yet to catch-up In India, as compared to
certain countries abroad, which is a kind of threat to the viability,
at least for the time being. The risk is that the "off-the shelf ready
to use packaged products" which are costly and targeted to the modern
life, depends on how fast the purchasing power of Indian Mass Public
improves. Currently our concerns are to find customers /Job work
customers in this field who can give us remunerative prices. The
management now feels optimistic to find the same, which was difficult
to find till now.
Financial Performance With Respect To Operational Performance:
The plant's utilization remained sub optimal due to financial
constraints and the time which was required to be devoted in
technically perfecting the products / formulations, in the
neutraceutical / health food / clinical nutrition field.
Internal Control Systems and their adequacy :
The Company has internal control systems commensurate with its size and
nature of business.
Human Resource / Industrial Relations :
The company has taken effective steps to rationalize manpower cost to
the maximum extent possible.
Business Outlook :
The growth of our Companies business depends upon several factors as
discussed above. However, management visualizes that, shortly time will
come in which we will be able to introduce new formulations and the
same will, get properly accepted in the market, looking at some
improvement in purchasing power of Indian Mass Public.
Cautionary Statement :
Actual results might differ from what we perceive with regards to
companies outlook and performance due to changing ground realities.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere thanks to the
Bankers and various Government authorities for the co-operation given
by them.
For and on behalf of the Board
Sd/-
Place : Indrad (Kadi) Narendra C. Patel
Date : 27-May-2011 Chairman
Mar 31, 2010
DIRECTORS' REPORT TO THE MEMBERS
The Directors have pleasure in presenting the EIGHTEENTH ANNUAL REPORT
together with the Audited Accounts of the Company for the period of 12
months ended on 31st March, 2010.
1. FINANCIAL RESULTS (Rs. In Lacs)
As at As at
31-03-2010 31-03-2009
(12 Months) (12 months)
Operating Profit/(Loss) (14.89) 3.81
(before interest and
depreciation)
Less: Interest 0.12 0.32
Profit/(Loss) before (15.10) 3.49
depreciation
Less : Depreciation 9.52 9.53
Profit / (Loss) before Tax (24.62) (6.04)
Less: Provision for Taxation /FBT 0.37 0.08
Profit/(Loss) after Tax (24.99) (06.12)
Amount of Profit and Loss
A/c brought forward (218.71) (212.58)
Amount available for (243.70) (218.71)
appropriations carried to
Balance Sheet
2. DIVIDEND
In view of the losses incurred by the Company, the Board of Directors
do not recommend any dividend for the period under review.
3. OPERATIONS
The plant is utilization remained sub optimal due to financial
constrains and due to the time which required to be devoted in
technically perfecting the products/formulations in the
nuetraceutical/health food/ clinical nutrition field.
4. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Shri Narendra C. Patel a
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment.
Your Directors recommends re-appointment of the above director.
5. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) oflhe Companies Act, 1956, your Directors
confirm that:
(a) In the preparation of the annual, accounts, the applicable
accounting standards have been followed.
(b) Appropriate accounting policies have been selected and applied so
as to give a true and fair view of the state of affairs of the Company
as at March. 31st 2010 and of the loss of the Company for that period,
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis;
6. DEPOSITS
No deposits were accepted or matured during the period under review
7 FINANCE
The accumulated losses of the company is in excess of 50% of the net
word), as on 31st March, 2010.The company is not a sick industrial
undertaking within the clause (O) of sub clause (i) of section 3 of
sick industrial companies (Special Provision) Act, 1985. However, it is
potentially sick under the meaning of section 23 of the said Act. and
accordingly, as on date, no reference is made to the board for
Industrial and financial Reconstruction. The said loss includes non
cash - depreciation charges. Also the company has no outstanding term
loans or working capital loans or any kind of loans from banks or
financial institutions. There is no outstanding interest payments on
above.
To tide over companies current financial difficulties, at the request
of the company, the Directors of the company has given unsecured
interest free loans from time to time from their own funds to help the
company to re-structure its operations.
8. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad. the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 224 (I-B) of the
Companies Act. 1956. Your Directors recommend their re- appointment.
In the opinion of directors, the notes to the accounts are self
explanatory and adequately explains the matters, which are dealt with
by the auditors.
Audit Report mentions that Internal Auditor has not been appointed. The
Directors have to state that.As suggested by the Statutory Auditors
M/s. Talati & Talati. the company has appointed M/s. Ashok Bhogilal
Shah, Chartered Accountants, as the Internal Auditors of the company,
from the current financial year onwards.
9. PARTICULARS OF EMPLOYEES
There is no employee attracting the provisions of section 2I7(2A) of
the companies Act, 1956, read with the rules made there under.
10. INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required u/s. 217 (1)(c) of the Companies Act. 1956 read
with Companies (Disclosure- of particulars in the Report of Board of
Directors) Rules. 1988 form part of this report. However as per the
provisions of section 219(I)(b)(iv) the reports and accounts are being
sent to all shareholders of the Company excluding the information
relating to conservation of energy, foreign exchange earning and outgo,
and the statement of particulars of employees. Any shareholder
interested in obtaining such particulars may write to the Director/
Company Secretary at the Registered Office of the Company.
11. CORPORATE GOVERNANCE REPORT
A separate report on Corporate Governance is furnished as a part of
this Annual Report, along with the Compliance Certificate on the same
from the company secretary.
12. COMPLIANCE CERTIFICATE
The compliance certificate issued by the Company Secretary in whole
time practice as prescribed under provision to Section 383A(l) of the
Companies Act, 1956 read with the Companies (Compliance Certificate)
Rules, 2001 is attached with this Report.
13. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
The Industrial relations remained cordial, and due attention is devoted
to safety / environmental aspects.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere thanks to the
Bankers and various Government authorities for the co-operation given
by them.
For and on behalf of the Board
Narctulra C. Patel
Chairman
Place : Indrad(Kadi)
Date : 30-07-2010
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