DIRECTORS' REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2015 Dear Shareholders, Your Directors present the 29th Annual Report and Audited Financial Statements of the company for the year ended 31st March, 2015. The performance of the company for the year was impacted due to lessor market. Other reasons for poor performance are increasing labour cost, raising rate of raw materials and electricity cost, etc. DIVIDEND In view of the loss incurred by the Company during the financial year, Directors regret their inability to recommend any dividend to the shareholders for the year. DEPOSITS : The Company has not accepted any public deposits. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The company accords high priority to control environment and conservation of energy, which is an on going process. The Company has planted trees to control and maintain environment surrounding of the factory. As required by the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in separate statement attached here to and forming part of the report (Annexure B). SAFETY AND HEALTH The Company gives highest priority to safety and occupational health. The factory buildings and machinery are maintained in safe condition. Process operations and handling of chemicals at the factory are reviewed frequently for safety. Adequate safety equipments are given to workers for safe guard. PARTICULARS OF EMPLOYEES Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed. (Annexure C) AUDITORS: M/s Manoj Shah & Co, Chartered Accountants, statutory auditors retire at the ensuing Annual General Meeting. Board of directors, pursuant to the provisions of section 139 of the Companies Act, 2013, proposed to re appoint M/s. Manoj Shah & Co, Chartered Accountants, as Independent Auditor of the Company based on recommendation of Audit Committee. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The Board of Directors is further making efforts to enhance the performance. PARTICULARS OF LOANS, INVESTMENTS AND GURANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The company has not given any loan or guarantee nor made any investment under section 186 of the Companies Act, 2013. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section. RISK MANAGEMENT POLICY/ COMMITTEE The Board of Directors are in process of formulating Risk Management Policy of the company keeping in view more focused on identification and prioritising the risks. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. EXTRACT OF ANNUAL RETURN Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return (MGT-9) is annexed herewith and forming part of the report. (Annexure D) DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state that: (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, 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; and (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. NUMBER OF MEETINGS OF BOARD OF DIRECTORS The Board of directors have met 8 times and Independent Directors once during the year ended 31st March, 2015. Details of Board Meetings date and attendance of Director are given in Corporate Governance Report. Meetings of Board of Directors held during financial year 2014-15 are as follows: DETAILS OF COMMITTEE OF DIRECTORS Composition of Audit Committee of directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each committee during the financial year 201415 attandance by each member of Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the Report. The recommendation by the Audit committee as and whenever made to Board has been accepted by it. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY The company has sold various finished products and/or intermediate products, in ordinary course of business at ARM LENGTH PRICE, to related parties in which directors are interested. Further some of machineries, from time to time, were sold to related party during the financial year 2014-15 at current market price and after proper valuation of machineries. The board of directors has approved the transactions from time to time. (List of transactions is attached. (Annexure E)) SECRETARIAL AUDIT REPORT A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practising Company Secretary Mr. Nitin Sarfare, Partner of M/s. HS Associates, Company Secretaries, 206, 2nd Floor, Tantia & Jogani Industrial premises, Sitaram Mills Compound, J. L. Boricha Marg, Opp. Lodha Exelus, Lower Parel [E], Mumbai - 400 011, is annexed herewith and forming part of the report. COMMENTS ON SECRETARIAL AUDIT REPORT The board of directors are in process of appointment of Internal Auditor and will comply with section 138 of the Companies Act, 2013. The company had complied with the requirement of Key Managerial Personnel till date of this AGM. The board is in plan of obtaining shareholders approval under Section 180 of the Companies Act, 2013. The company has recovered the excess remuneration from managing director. CORPORATE SOCIAL RESPONSIBILITY POLICY The company is not falling with in the criteria of Section 135 of the Companies Act, 2013. Board of Directors will formulate the policy once it comes within the provisions of Section 135 of the Companies Act, 2013. KEY MANAGERIAL PERSONNEL Mr. Sandip S. Zaveri (DIN: 00158876) was appointed as Managing Director of the company pursuant to Section 203 of the Companies Act, 2013. Mr. Parimal A. Desai (Account Head) was designated as Chief Financial Officer and Mr. Bhupendra N. Hatkar was appointed as Company Secretary cum Compliance Officer. DIRECTORS Mr. Sandip Zaveri was appointed as a Managing Director of the company with the effect from 1st October, 2014. Board of Directors have appointed Mr. Minesh Jayshukhlal Shah, Mr. Rushabh Mehta and Mrs. Purvi Kalpesh Gandhi as Additional Independent Non Executive Directors of the company with the effect from 1st November, 2014. Their terms of appointment as Additional Director expire at this Annual General Meeting. Board of Directors recommend members to approve their appointment for term of five years as an Independent Director. POLICY ON DIRECTORS' APPOINTMENT Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions. POLICY ON REMUNERATION Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that ¦ Remuneration to unionised workmen is based on the periodical settlement with the workmen union. ¦ Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent. ¦ For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time. VIGIL MECHANISM Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report. POLICIES OF THE COMPANY The Board of Directors has formulated the following policies which are available on web site of the company <http://www.chemiesynth.com>. 1. Code Of Business Conduct For Directors And Senior Executives 2. Nomination and Remuneration Policy 3. Vigil Mechanism / Whistle Blower Policy 4. Insider Trading - Code of Conduct 5. Code of Fair Disclosure CSL CORPORATE GOVERNANCE Your Company reaffirms its commitment to Corporate Governance and has fully complied with the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with Stock Exchanges. A report on Corporate Governance is attached herewith. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, Bank of Baroda and various Government agencies. Your Directors also wish to thank all the employees for their co-operation. For and on behalf of the Board of Directors Sd/- Mr. Sandip S. Zaveri, Managing Director DIN:00158876 Place :Vapi Date: 25st August, 2015 |