Directors Report of Kemistar Corporation Ltd.

Mar 31, 2024

Your Directors are pleased to present the Thirtieth ANNUAL REPORT along with the Standalone and Consolidated Audited Financial Statements of your Company for the Financial Year ended on March 31, 2024.

1. FINANCIAL RESULTS:-

fin lathi

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Income from operations	420.52	378.95	1107.05	1817.02
Income from other heads	02.35	6.66	07.81	16.71
Total Expenditure	392.46	353.92	1042.49	1719.54
Profit Before Tax	30.40	31.70	72.37	114.20
Profit After Tax	22.05	23.03	53.11	83.90
Basic and diluted EPS	0.20	0.21	0.49	0.78

2. BUSINESS OVERVIEW

Standalone Basis

The total revenue during the year under review was Rs. 420.52 lakhs against Rs. 378.95 lakhs for the previous year. Profit before Tax Expense for the currentyear is Rs. 30.40 lakhs (Rs. 31.70 lakhs in previous year). Net Profit after tax amounted to Rs. 22.05 lakhs (Rs. 23.03 lakhs in previous year) thereby resulting decreasing of around 4.23%.

Consolidated Basis

As per the Consolidated Financial Statements, the Total Income of the Company, Profit before Tax (PBT), and net profit for the year were Rs. 1107.05 lakhs, Rs. 72.37 Lakhs and 53.11 Lakhs respectively.

3. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs. 10,75,94,080/- for the year under review. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

4. DIVIDEND

The Board of Directors has recommended a dividend of Rs. 0.50/-(Rupees Fifty Paisa only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. Dividend is subject to approval of members at the ensuing annual general meeting and shall be subject to deduction of income tax at source.

Unclaimed Dividends:

As per sections 124 and 125 of the Companies Act, 2013, and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, dividends not encashed/claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund flEPFl.

5. FINANCE:

Cash and Cash equivalent as at March 31, 2024 was Rs. 13.58 Lakh. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

6. DEPOSIT:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

7. SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES

K P International Pvt. Ltd is the Wholly Owned Subsidiary of Company as on 31.03.2024

In terms of the provisions contained in Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a report of performance and the financial of wholly owned subsidiary is provided as "Annexure- A "to this report

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTM ENTS

The Company has not provided any loan or given any guarantee or provided security in connection with such loan pursuant to section 186 of the Companies Act, 2013 during the year under review. The details of the investments made by Company are as per Schedule V of the Companies Act, 2013.

The details of an investment made by the Company as detailed in the Note No. 2 of the balance sheet of the financial statement: (Rs. In lakhs)

NOTE:5 INVESTMENTS	As at 31/03/2024 As at 31/03/2023
Investment in Liquid Funds etc.	62.47 47.63
TOTAL	62.47 47.63
Note : The above investment, during F.Y. 2023-24, is exclusively made in Nippon India Mutual Fund (Reliance Liquid Fund). In the opinion of company such investment is purely on short-term basis and hence, is treated as a current investment.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The process of Internal Financial Control over financial reporting is designed to provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements for various external purposes. As per extant guidelines for various financial reporting, the Company requires having adequate internal financial controls over financial reporting to assure reliability of financial reporting and should have risk management systems to counter and mitigate the possible risks involved in the business.

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

10. APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and upto the date of this report there has been no changes occurred in the composition of Board and Key Managerial Personnel of the Company:

1) Mr. Ketankumar Patel (Managing Director)

2) Ms. Aesha Mashru (Company Secretary)

3) Mrs. Nisha Mathew (CFO)

4) Mr. Maheshkumar Baldha*(Independent Director)

5) Mr. Hrishikesh Rakholia (Non Executive Director)

6) Ms. Falguni Patel (Independent Director)

*Mr. Maheshkumar Baldha was re appointed by the Board of Director w.e.f. 27^th April, 2023, the Company has received approval of the Members of the Company by means of Special Resolution through Postal Ballot

Pursuant to the provisions Section 152(6) of the Companies Act, 2013, Mr. Hrishikesh Rakholia (DIN: 08699877), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.

The Company has received the Declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149 of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulations 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

11. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board’s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

12. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The detail of this policy is explained in the Corporate Governance Report and also available on www.kp-group.in/kemistar/

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of the Company is endlessly focused for the growth and expansion of the Company. It is further involved to strategize the optimum utilization of the available resources and to reduce cost so as to improve the profitability of the Company and also to generate additional opportunities to increase overall performance of the Company.

The Management of the Company is also striving towards becoming a 100% compliant entity and to improve its investor relations by sharing latest and correct information with its stakeholders and thereby creating a transparent atmosphere.

The Board met 7 times during the year under review. The Board held one meeting in each quarter and the gap

between any two meetings was not more than one hundred and twenty days as prescribed under the Companies Act, 2013.

The details of attendance of Directors are mentioned in Corporate Governance Report which forms part of this report Details of the Meeting held and convened during the financial year are as follows:

Sr. No	Date of Board Meeting
1.	April 25, 2023
2.	May 29,2023
3.	July 07, 2023
4.	August 12,2023
5.	September 06,2023
6.	November 09,2023
7.	Februaiy 13,2024

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a. In the preparation of the annual accounts s for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 at the end of the financial year and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS:

I. Statutory Auditors:

At the Company’s 29th AGM held on September 29, 2023, M/s. N. S. Nanavati & Co., (FRN: 134235W), Chartered Accountants, were appointed as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion of the 29^th AGM until the conclusion of the 34^th AGM of the Company. The Statutory Auditors have issued an unmodified opinion on the financial statements of the Company for the year ended March 31, 2024 and the Auditor’s Report for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

During the Year under the review, the Auditor has not reported any matter under Section 143 (12) of the ACT, therefore no detail is required to be disclose under Section 134(3)(ca) of the Act. There was no

instance of fraud during the year under review, Which required statutory auditor to report to the Audit Committee and/or Board under section 143(12) of the Act and rule framed thereunder.

II. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s Rohit Periwal & Associates, Practicing Company Secretary (FCS- 12203, CP No. 22021) Ahmedabad to conduct a Secretarial Audit of the Company’s Secretarial and related records for the year ended 31st March, 2024.

III. Cost Auditor:

Company is not covered under Rule 3 and is not falling within the limits as specified under Rule (4) of the Companies (Cost Records and Audit) Rules, 2014, and hence appointment of Cost Auditor is not applicable to the Company.

IV. Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and rules made thereunder company has appointed Ms. Aesha Mashru, Company Secretary (Membership No.: A45737) as the Internal Auditor of the Company for the Financial year 2023-24 at the remuneration as may be mutually agreed between the Internal Auditor and the Board of Directors.”

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation.

The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL. - Annexure B

17. ANNUAL RETURN

The Annual Return of the Company as on 31st March 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on thewebsite of the Company www.kp-group/kemistar/

18. CORPORATE GOVERNANCE

The Corporate Governance Report together with the certificate received from the Auditor of the Company regarding compliance with the requirements of Corporate Governance as stipulated under Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2016, form an internal part of this report.-Annexure C.

19. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.-Annexure D.

20. SECRETARIAL AUDIT

As a measure of good corporate practice, the board of the director of the Company has sought the professional services M/s. Rohit Periwal & Associates, Practicing Company Secretary to conduct Secretarial Audit for FY 2023-24. The Secretarial Audit Report for the financial year end 31.03.2024 is provided in the Annual Report - Annexure E.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act,2013.

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. PARTICULAR OF EMPLOYEES

The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act, 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are not applicable to the Company. However, there was no employee in receipt of remuneration under this section. The details required under section 197(12) and under rule 5 of Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act 2013 is provided in the Annual Report as Annexure ‘F’.

23. RELATED PARTY TRANSACTIONS

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company. All such Related Party Transactions are placed before the Audit Committee for approval. The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.kp-group/kemistar/

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings and outgoings flow were NIL

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance of provisions of Section 177 of the Companies Act, 2013 ("the Act ”), other applicable provisions of the Act, Companies (Meetings of the Board and its Powers), Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) 2015, your Company has establish a vigil mechanismfor their directors and employees, so as to report their genuine concerns or grievances.

The vigil mechanism shall provide for adequate safeguards against victimization of person(s) who use such mechanism and make provision for direct access to the chairman of the Audit Committee or the director nominated by the Audit Committee, as the case may be, in exceptional cases.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Companvat www.kp-group/kemistar/

26. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading” and "Code of Conduct for Directors and Senior Management Personnel” for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thunder and no complaint has been received on sexual harassment during the financial year 2023-24. Further Company has complied with the provisions relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board’s view, there are no material risks.

29. STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE, Mumbai where its Equity Shares are listed.

30. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

31. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

32. STOCK EXCHANGES

The Company’s equity shares are listed with the Bombay Stock Exchange.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively issued by Institute of Company Secretaries of India and approved by the central government under section 118(10) of the Companies Act, 2013.

34. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS

During the Year under the review, there were no applications made or proceedings pending in the name of the Company under the Insolvency & Bankruptcy Code, 2016 which materially impact the business of the Company.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTELEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION

During the Year under the review, there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

by order of board of directors for, and on behalf of the Company

Place: Ahmedabad

Date: 6^th September, 2024 Sd/- Sd/-

Ketankumar Patel Hrishikesh Rakholia

Managing Director Director

(DIN: 01157786) (DIN: 08699877)

Registered Office:

604, Manas Complex,

Jodhpur Cross Road,

Satellite, Ahmedabad-380015

---

Mar 31, 2018

BOARD REPORT

To

The Members,

KEMISTAR CORPORATION LIMITED

The Directors have pleasure in submitting their TWENTY FOURTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

1. FINANCIAL RESULTS

The chemicals and other business operations will be operated from Ahmadabad office. The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:

Particulars	Year 2017-18 (Rs.)	Year 201617 (Rs.)
Income from operations	2,82,65,560	99,70,725
Income from other heads	817,882	5,35,754
Total Expenditure	2,82,07,751	10,045,375
Profit Before Tax	875,691	4,61,104
Provision for Tax	170,405	1,01,886
Profit After Tax	705,286	3,59,218

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your company sustained and achieve total income Rs. 2,90,83,442 as compared to previous year Rs. 10,506,479/-

(1) Domestic Sales: - The domestic sales Increased to Rs. 2,82,65,560 as compared to previous year Rs. 99, 70,725/-

(2) Other Income:- Other income increased to Rs. 817,882/- as compared to previous year Rs. 5,35,754/The Company is Rapidly Expanding due to favorable condition of Indian Environment in Specially Chemical sectors. Company''s Profitability increased by 89 % from Previous Financial Year

3. SHARE CAPITAL

The paid up Equity Share capital of the Company is Rs. 1,86,63,920/- for the year under review. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

4. DIVIDEND

In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31^st March 2018.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. Finance :

Cash and Cash equivalent as at March 31, 2018 was Rs. 3,63,928/-. The company continues to focus on adjusting management of its working capital, Receivable, purchases and other working capital parameters were kept under strict check through continuous monitoring.

6. FIXED DEPOSIT

The company has not invited, accepted or renewed any fixed deposit from the public during the year. No amount on account of principal or interest on fixed deposit was outstanding as on the date of Balance sheet. However the company has accepted deposit form Directors, Shareholders and relatives pursuant to Rule 2(1) (c) (xiii) of the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, JVS OR ASSOCIATE COMPANIES

There were no Subsidiaries of the Company as on 31.03.2018

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loan or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

The current investment of the company as on 31^stMarch, 2018:

Rs. 2,24,47,809/- in Reliance Liquid Fund.

The company intends to invest in its subsidiary in the Current financial year.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.

All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2016.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

11. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2016,the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Board''s functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non independent Directors were carried out by the independent Directors.

12. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members. The Details of this policy is explained in the Corporate Governance Report.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Nine Board Meetings were held during the 12 months accounting period ended March 31, 2018. The dates of such Board Meeting are as below:

Sr. No.	Date of Board Meeting
1.	May 30, 2017
2.	August 02, 2017
3.	September 02, 2017

	4.	September 15, 2017
	5.	November 10, 2017
	6.	January 18, 2018
	7.	February 08, 2018
	8.	February 23, 2018
	9.	March 31, 2018

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS AND AUDITOR''S REPORT:

Your Company''s Auditors, M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad will retire at the conclusion of the forthcoming Annual General Meeting as they have completed a consecutive term of 5 years as the Statutory Auditor of the Company.

The company intends to appoint Jignesh Domadiya & Co. as Statutory Auditor in the Annual General Meeting for a period of 5 consecutive years, i.e. upto the AGM of 2023. The Company has received a letter from Jignesh Domadiya & Co., stating that their appointment as auditors, if made, would be within the limits specified under Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 and as provided in section 141 of Companies Act 2013 and that they are not disqualified for appointment within the meaning of Section 139 of the said Act.

EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the retiring Auditors and the practicing company secretary in their report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation.

The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL. - Annexure A

17. ANNUAL RETURN

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

18. CORPORATE GOVERNANCE

The Corporate Governance Report together with the certificate received from the Auditor of the Company regarding compliance with the requirements of Corporate Governance as stipulated under

Regulation 34 of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2016, form an internal part of this report.-Annexure C

19. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 of the Listing Agreements with Stock Exchange, Management discussion and analysis on the business and operations of the company is attached herewith and forms part of this Annual Report.-Annexure D

20. SECRETARIAL AUDIT

As a measure of good corporate practice, the board of the director of the Company appointed M/s. Nahidakhtar Vhora & Co., Practicing Company Secretary to conduct Secretarial Audit. The Secretarial Audit Report for the financial year end 31.03.2018 is provided in the Annual Report. - Annexure E

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013.

21. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made there under, The Company has not developed and implemented the following Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. PARTICULARS OF EMPLOYEES:

The particulars of employees required to be furnished pursuant to section 197(12) of the Companies Act, 2013 read with sub rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, are not applicable to the Company. However, there was no employee in receipt of remuneration under this section.

23. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and on arms'' length basis. There is no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

During the year 2017-18, The Company have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013. There was transaction with following parties, which were on arms'' length basis or material in nature

Sr. No.	Name	Nature of	Amount(In Rs)
1	AGR-EH Technologies Pvt. Ltd	Purchase of Goods	43,738/-

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings and outgoings flow were NIL.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance of provisions of Section 177 o f the Companies Act, 2013 (“the Act "), other applicable provisions of the Act, Companies (Meetings of the Board and its Powers), Rules 2014 and Clause 49 of the Listing Agreement, your Company has establish a vigil mechanism for their directors and employees, so as to report their genuine concerns or grievances.

The vigil mechanism shall provide for adequate safeguards against victimization of person(s) who use such mechanism and make provision for direct access to the chairman of the Audit Committee or the director nominated by the Audit Committee, as the case may be, in exceptional cases.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis.

26. PREVENTION OF INSIDER TRADING:

Your company has adopted the “Code of Conduct on Prohibition of insider trading “and “Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the “Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

28. COST AUDITORS

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not been appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2017-18.

29. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedure and review to ensure that risk is controlled. In the Board''s view, there are no material risks.

29. Status of Listing Fees

Your Company has been regularly paying listing fees to the BSE, Mumbai where its Equity Shares are listed.

30. DECLARATION OF INDEPENDENT DIRECTORS

31. The Company has received declarations from all the independent Directors of the Company conforming that they meet the criteria of independence as prescribed under section 149(6) of Companies Act, 2013 and revised clause 49 of the Listing Agreements with Stock Exchange.

32. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

33. STOCK EXCHANGES

The Company''s equity shares are listed with the Bombay Stock Exchange.

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Company

Place: Ahmedabad Sd/- Sd/-

Date: August 11, 2018 Managing Director Director

(DIN: 01157786) (DIN: 2249636)

---

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present their TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2014-2015 ended on 31st March, 2015.

FINANCIAL RESULTS

The Agro chemicals and other business operations will be operated from Ahmedabad office.

The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:

Particulars Year 2014-15 Year 2013-14 (Rs.) (R.)

Income from operations 9,651,270 86,55,144

Income from other heads 44,872 -

Total Expenditure 9,476,031 84,19,540

Profit Before Tax 220,111 2,35,604

Provision for Tax - -

Profit After Tax 173,866 1,91,640

DIVIDEND:-

In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31st March 2015.

OPERATIONS:-

Despite of difficult year, your company could maintain the sales turnover which increased from Rs. 86, 55,144/-to. Rs. 9,651,270/-

(1) Domestic Sales: - The domestic sales increased by Rs. 9,96,126/- i.e. from Rs. 86,55,144/- in f.y.2014 to Rs 9,651,270/- in f.y.2015.

(2) Other Income other income increased by Rs. 44,872/-

INVESTMENT:-

During the year the company has invested 13, 44,872/- in reliance Liquid Fund.

ANNUAL LISTING FEES:-

The Company has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange Limited and Vadodara Stock Exchange limited, Vadodara.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion Analysis is appended to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return In form MGT.9 is annexed as Annexure A.

CORPORATE GOVERNANCE:-

As per clause 49 of the Listing Agreement the Corporate Governance information is appended to this report.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Aanal Satyawadi, Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015

The Secretarial Audit Report is annexed as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL.

EMPLOYEE RELATION & PARTICULARS OF EMPLOYEE:-

The information required under section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report and is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:-

In compliance of Section 134(3) (c) of the Companies Act, 2013, the Directors of your Company confirm the following:

a) that the applicable accounting standards have been followed in the preparation of the Final annual accounts, along with proper explanations relating to material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2015;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Savjibhai Gondalia, retiring by rotation -at this Annual General Meeting and eligible offer themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

REGISTRAR AND TRANSFER AGENT:-

Purva Sharegistry (India) Pvt Ltd.,

9, Shivshakti Ind.Estate,

Lower Parle (E) Mumbai - 400011.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

AUDIT COMMITTEE:-

As good corporate governance, an Audit Committee has been constituted according with the provisions of section 177 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and the Clause 49 of the Listing Agreement.

The functions of the Committee are:

* To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

* To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

* To recommend the appointment of auditors and the fixation of audit fees.

* To review with management, the financial statements before submission to the Board.

The Audit Committee has been reconstituted with the three Directors, viz.,

1. Mr. savjibhai Savalia, Independent Director Member

2. Mr. MaheshKumar Kanani, Independent Director Member 3 .Mr. Ketankumar Patel, Managing Director Member

During the year under review, the audit committee met 4 times. All the members of the committee were remained present at the meetings.

NOMINATION & REMUNA RATION COMMITTEE

In order to comply with the provisions of section 178 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, the Nomination & Remuneration Committee was constituted consisting of the following who are the directors of the company:

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. MaheshKumar Kanani, Independent Director Member

3. Mr. Ketankumar Patel, Managing Director Member

AUDITORS:-

M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment.

The Company has received letter from them to the effect of their re-appointment, if made, would be within prescribed limit under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 pursuant to the provisions of section 197 of the Companies Act, 2013.

GENERAL:

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS:-

Your Directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the company.

For and on behalf of the Board of Directors

Place : Ahmedabad Sd/- Sd/- Date :- 30/07/2015 Managing Director Director

---

Mar 31, 2014

Dear Members,

The Directors of your Company are pleased to present their TWENTIETH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-2014 ended on 31st March, 2014.

FINANCIAL RESULTS

The Aqro chemicals and other business operations will be operated from Ahmedabad office. The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:

particulars Year 2013-14 Year 2012-13 (Rs.) (Rs.)

Income from operations 86,55,144 16,01,967

Income from other heads - 7,270

Total Expenditure 84,19,540 10,30,043

Profit Before Tax 2,35,604 (7,70,03,136)

Provision for Tax -

Profit Before Tax 1,91,983 (77,011,162)



DIVIDEND:-

In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31st March 2014.

OPERATIONS:

In absence of adequate profit, your company could maintain the sales turnover which increased from Rs. 16,01,967/-to. Rs. 86,55,144/-

(1) Domestic Sales: - The domestic sales increased by Rs. 7053177/- i.e from Rs. 16,01,967/- in f.y,2013 to Rs 86,55,144/- in f.y.2014.

(2) Other Income other income decreased by Rs.7,270/-

INVESTMENT,

During the year the company has not invest in any kind of investment.

ANNAUAL LISITING FEES:

The Company has paid the annual listing fees for the year 2014-15 to Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Manage men Discussion Analysis is appended to this report.

CORPORATE GOVERNANCE:-

As per clause 49 of the Listing Agreement the Corporate Governance informations appended to this report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL.

EMPLOYEE RELATION & PARTICULARS OF EMPLOYEE:-

The information required under section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report and is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT."

In compliance of Section 134(3) (c) of the Companies Act. 2013, the Directors of your Company confirm the following:

a) that the applicable accounting standards have been followed in the preparation of the Final annual accounts, along with proper explanations relating to material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2013;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association,

Mr. Ketankumar Patel, retiring by rotation at this Annual General Meeting and eligible offer themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

REGISTRAR AND TRANSFER AGENT:-

Purva Share Registry (India) Pvt Ltd., 9, Shivshakti Ind.Estate, Lower Parle (E) Mumbai - 400011.

AUDIT COMMITTEE:-

As good corporate governance, an Audit Committee has been constituted according with the provisions of section 177 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and the Clause 49 of the Listing Agreement.

The functions of the Committee are:

* To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

* To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

* To recommend the appointment of auditors and the fixation of audit fees.

* To review with management, the financial statements before submission to the Board.

The Audit Committee has been reconstituted with the three Directors, viz.

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. Mahesh kumar kanani, Independent Director Member

3 Mr. Ketankumar Patel, Managing Director Member

During the year under review, the audit committee met 4 times. All the members of the committee were remained present at the meetings.

NOMONATION & REMUNARATION COMMITTEE

In order to comply with the provisions of section 178 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014,the Nomination & Remuneration Committee was constituted consisting of the following who are the directors of the company:

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. Mahesh kumar kanani, Independent Director Member

3. Mr. Ketankumar Patel, Managing Director Member

AUDITORS:-

M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their re-appointment, if made, would be within prescribed limit under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 pursuant to the provisions of section 197 of the Companies Act, 2013.

GENERAL:

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEDGEMENTS:-

Your Directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the company.

For and on behalf of the Board of Directors

Sd/- Sd/- Managing Director Director

Place : Ahmedabad Date :- 19/07/2014

---

Mar 31, 2011

Dear Shareholder,

The Directors of your Company are pleased to present their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2010-2011 ended on 31st March 2011.

PROJECT PROGRESS

The ceramic tiles and other business operations will be operated from Ahmedabad office. The other operations will commenced in phased manner hence onward. The operating results during the year under review are as under:

Particulars Year 2010-11 Year 200 -10 (Rs.) (Rs.)

Income from operations 3856818 353802

Income from other heads 316154 81433

Total Expenditure 3843948 300083

Profit Before Tax 329024 135152

Provision for MAT 17090 31676

Profit After Tax 311934 103476

DIVIDEND

In absence of adequate profit, your Directors are unable to recommend any Dividend for the year ended 31st March 2011.

CORPORATE GOVERNANCE

Report on Corporate Governance as required by the listing agreement the Company has entered into with various stock exchanges and other applicable provisions has been prepared and annexed hereto.

DIRECTORS

At the ensuing Annual General Meeting, Shri. NARENDRA K SHAH, Directors will retire by rotation in terms of Articles 126 of the Articles of Association of the Company.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

Registrar and Transfer Agents:

Purva Share Registry Pvt Ltd., 9, Shivshakti Ind.Estate, Lower Parle (E) Mumbai - 400011.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by the provision of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Kemistar Corporation Limited, confirm the following:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

As a good corporate governance, an Audit Committee has been constituted according to the provision of Section 292A as inserted by the Companies (Amendment) Act, 2000. The functions of the Committee are:

- To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

- To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- To recommend the appointment of auditors and the fixation of audit fees.

- To review with management, the financial statements before submission to the Board.

The Audit Committee has been constituted with the two Directors, viz.,

1. Mr. Ketankumar P. Patel

2. Mr. Vasant Savalia

During the year under review, the audit committee met one time. All the members of the committee were remained present at that meeting.

AUDITORS

The present Auditors of the Company M/s. Janak Soni & Associates Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting and being eligible, they have offered themselves for the reappointment. The Company has also received certificate of their eligibility for re-appointment under section 224 (1-B) of the Companies Act, 1956 from them.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies ( Particulars of employees) Rules, 1975 pursuant to the provisions of section 217(2A) of the Companies Act,1956.

Your Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956, are applicable.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTUCILARS IN THE REPORT OF THE BOARD OD DIRECTORS) RULES, 1988.

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the companies Act, 1956 are NIL.

GENERAL

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, bank, Government Authorities, shareholders and suppliers.

Your directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Managing Director Director

Place : Ahmedabad Date : 27/06/2011

---

Mar 31, 2010

The Directors of your Company are pleased to present their SIXTHTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-2010 ended on 31st March 2010.

PROJECT PROGRESS

The ceramic tiles and other business operations will be operated from Ahmedabad office. The other operations will commenced in phased manner hence onward- The operating results during the year under review are as under:

Particulars Year 2009-10 Year 2008-09

(Rs.) (Rs.)

Income from operations 353802 300000

Income from other heads 81433 0

Total Expenditure 300083 241734

Profit Before Tax 135152 55266

Provision for MAT 31676 16598

Profit After Tax 103476 41668

DIVIDEND

In absence of adequate profit, your Directors are unable to recommend any Dividend for the year ended 31st March 2010.

CORPORATE GOVERNANCE

Report on Corporate Governance as required by the listing agreement the Company has entered into with various stock exchanges and other applicable provisions has been prepared and annexed hereto.

DIRECTORS

At the ensuing Annual General Meeting, Shrl. NARENDRA K SHAH, Directors will retire by rotation in terms of Articles 126 of the Articles of Association of the Company.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

Registrar and Transfer Agents :

Purva Share Registry Pvt Ltd., 9, Shivshakti Ind. Estate, Lower Parle (E) Mumbai - 400011.

Demateriaiization of shares: The Company is in the process for dematerialization of its shares.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

DIRECTORS RESPONSIBILITY STATEMENT

As required by the provision of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Kemistar Corportaion Limited, confirm the following:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.

2. That the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

As a good corporate governance, an Audit Committee has been constituted according to the provision-of Section 292A as inserted by the Companies (Amendment) Act, 2000. The functions of the Committee are:

- To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

- To oversee the Companys financial reporting process and the disclosure of its anaual information to ensure that the financial statements are correct, sufficient and credible.

- To recommend the appointment of auditors and the fixation of audit fees.

- To review with management, the financial statements before submission to the Board.

The Audit Committee has been constituted with the two Directors, viz.,

1. Mr. Ketankumar P. Patel

2. Mr. Vasant Savalia

During the year under review, the audit committee met one time. All the members of the committee were remained present at that meeting.

AUDITORS

The present Auditors of the Company M/sJanakkumar Soni & Associates Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting and being eligible , they have offered themselves for the reappointment. The Company lias also received certificate of their eligibility for re-appomtment under section 224 (1-B) of the Companies Act, 1956 from them.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs. 12,00,000/- per annum of Rs. 1,00,000/- per month, the limits specified under the companies ( Particulars of employees) Rules, 1975 pursuant to the provisions of section 217(2A) of the Companies Act,1956.

Your Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956, are applicable.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTUCILARS IN THE REPORT OF THE BOARD OD DIRECTORS) RULES , 1988.

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional Investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the companies Act, 1956 are NIL.

GENERAL

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters , bank, Government Authorities, shareholders and suppliers.

Your directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 30/06/2010 Managing Director Director