chemiesynth vapi ltd Directors report

BOARDS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2023

Dear Shareholders,

Your Directors present the 37th Annual Report and Audited Financial Statements of the company for the year ended 31st March, 2023.

FINANCIAL RESULTS

During the year under review, the financial results on the operations of the Company are as under:

	(Amount in Rupees)
Particulars:	Current Year	Previous Year
	(2022-23)	(2021-22)
Gross Income	20,94,47,760	30,20,14,914
Profit /(Loss) before Depreciation and tax	1,98,00,439	4,91,31,850
Less : Depreciation	(1,16,60,807)	(1,05,39,449)
Profit (Loss) before Tax	81,39,632	3,85,92,401
Less Provision for Tax : Current Tax	16,04,000	81,62,000
: Deferred Tax	9,80,710	32,68,174
Profit (Loss) for the year	55,54,922	2,71,62,227

OPERATIONS/STATE OF COMPANYS AFFAIRS

i. Total Income

Your Companys Total Income during the year under review was Rs. 20,94,47,760 as compared to Rs. 30,20,14,914/- in the Previous Year.

ii. Profits

Profit before Tax for the year 2022-23 was Rs. 81,39,632/- against Rs. 3,85,92,401/- in the previous year. Profit after Tax for the year 2022-23 stood at Rs. 55,54,922/- as against Rs. 2,71,62,227/- in the previous year.

The operations of the company were affected due to geo political tension and recessionary trends in global market resulting in lower demand from companys customers who cater to international market.

However, internally, we will be concentrating on increased operational efficiency, tighter credit control, focus on retaining our share with existing customers, increased focus on increasing sales of high value-added products and widening customer base.

No material changes have occurred from the end of the financial year till the date of this report affecting the financial position of the Company.

No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future during the year under review.

There has been no change in the nature of Business of the Company during the year.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs. 3.07 crore comprising of 30,70,000 equity shares of 10 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2023-24, to Bombay Stock Exchanges, where its equity shares are listed.

MATERIAL CHANGES AND COMMITMENT- IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

With a view to deploy the profits into the existing operations of your Company, Board of Directors has not recommended any dividend for the year.

CAPITAL EXPENDITURE

During the Financial Year 2022-23, Rs. 3,00,91,709/- was incurred towards capital expenditure on plant and equipments primarily on account of modernization, upgradation, replanting and other programmes undertaken in the unit of the Company.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

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 ongoing 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 workers, officers and other staff members of the Company are given training, from time to time, to deal with any safety and health related emergency situations. The factory buildings, machineries and intellectual information properties 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 safeguard.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed. (Annexure C).

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 22-23, the Company has not received any complaints on sexual harassment.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Companys Shares are listed.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website http://www.chemiesvnth.com/.

AUDITORS

M/s. Manoj Shah & Co., Chartered Accountants, statutory auditors were appointed at the 36^th Annual General Meeting for a term of 5 years till the conclusion of 41^st Annual General Meeting.

COST AUDITORS

The provisions of section 148(2) for appointment of Cost Auditors are not applicable to the Company. The Company has maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

STATUTORY AUDITORS OBSERVATION:

The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Nitin Sarfare, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. A Secretarial Audit Report for the year ended 31^st March, 2023 in prescribed form duly audited by the Practising Company Secretary, Mr. Nitin Sarfare, Proprietor of M/s Nitin Sarfare, Company Secretaries, is annexed herewith and forming part of the report.

COMMENTS ON SECRETARIAL AUDIT REPORT

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report. The Statutory Auditors Report has the below remark.

As per Regulation 31 of LODR, 99.91% of the Shares of the Promoters are in Dematerialized Form.

Boards Comment on the Observation

The promoter is in the process of dematerializing the remaining shares in the Company.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Sr. No. Performance evaluation of	Performance evaluation performed by	Criteria
1. Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2. Independent directors;	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3. Board, and its committees	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, fulfillment of key responsibilities, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees and effectiveness of the meetings.

PARTICULARS OF LOANS, INVESTMENTS AND GURANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

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 Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed there under, the annual return for FY 2021-22 is uploaded in the website of the Company. The same is available on https://www.chemiesynth.com/investor.html

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, the Board of Directors, to the best of its knowledge and ability confirm that:

(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(b) they have 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 of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts for the Financial Year ended March 31, 2023 on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

(a) The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

(b) Providing assurance regarding the effectiveness and efficiency of operations;

(c) Efficient use and safeguarding of resources;

(d) Compliance with policies, procedures and applicable laws and regulations; and

(e) Transactions being accurately recorded and reported timely.

(f) The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

REPORTING OF FRAUDS

There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board under Section 143(12) of the Act and the rules made thereunder.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of directors have met 5 times and Independent Directors once during the year ended 31^st March, 2023. Meetings of Board of Directors were held during financial year 2022-23 are as follows:

1	04th April 2022
2	30th May 2022
3	12th August 2022
4	29th October, 2022
5	27th Janauary 2023

The Board as on 31^st March, 2023 comprises of 6 (Six) Directors out of which two Directors are Non-Executive Independent Directors and three directors are Non-Executive Directors and one Director is Managing Director who is responsible for the day-to-day management of the Company subject to the supervision, direction and control of the Board of Directors. The Company satisfies the criteria of having minimum no of independent directors in the board as per the provisions of Companies Act 2013. Further, the Company is not required to satisfy the criteria of minimum of Independent Directors as per SEBI (LODR) 2015 regulations, as the corporate governance clauses are not applicable to the company.

Detail of attendance at Board Meeting is as follows:

Name of Director	No. of Board Meetings held during financial year 2022-23	No. of Board Meetings attended	Number of Membership in Boards of Other Companies*	NO. of Membership/ Chairmanship in Other Companies*
Mr. Satish B Zaveri	5	5	NIL	NIL
Mr. Sandip S Zaveri	5	5	1**	NIL
Mr. Bhanurai N Mehta	5	5	NIL	NIL
Mr. Rushabh S Mehta	5	5	NIL	NIL
Mr. Pramod G Gujarathi	5	5	NIL	NIL
Ms. Zarna Shah	4	4	1	NIL
Ms. Jigna Prajapati	1	1	NIL	NIL

?Excludes directorships in Private Limited Companies, Section 25 Companies, Foreign Companies. Membership/ Chairmanship in Committee of Directors includes Audit Committee and Stakeholders Relationship/Grievance Committee of Directors only. This does not include Membership/Chairmanship in Committee of Directors of Chemiesynth (Vapi) Limited.

** Mr. Sandip S. Zaveri was Director in Knowledge Mrine & Engineerings Works Limited upto 3^rd July, 2023.

DETAILS OF COMMITTEE OF DIRECTORS (AS ON 31^st MARCH, 2023)

A. AUDIT COMMITTEE

The composition of Audit Committee consists of two independent directors and a Managing Director.

The terms of reference stipulated by the Board to the Audit Committee are as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Attendance of Committee members during 2022-23 is as follows:

Name	Chairman/ Member	No. of Audit committee meetings	No. of Audit Committee meetings attended
Ms. Zarna Shah (Independent Director)	Chairman	3	3
Ms. Jigna Prajapati (Independent Director)	Chairman	1	1
Mr. Pramod Gujarathi (Independent Director)	Member	4	4
Mr. Sandip Zaveri (Managing Director)	Member	4	4

Audit Committee meeting were held 4 times on the following dates during the year 2022-23 1) 30^th May 2022, 2.) 12^th August 2022, 3.) 29^th October 2022, 4.) 27^th January 2023

The recommendation by the Audit committee as and whenever made to Board has been accepted by it.

B. NOMINATION AND REMUNERATION COMMITTEE

Composition of Nomination and Remuneration Committee:

Mr. Pramod G Gujarathi	- Chairsman
Mr. Zarna Shah	- Member (post her resignation, Ms. Jigna Prajapati was inducted as membeer)
Mr. Bhanurai Mehta	- Member

During the financial year 2022-23, Nomination and Remuneration Committee met one time. The meeting was held on 30^th May, 2022. All committee members were present at the meeting.

C. SHAREHOLDER/INVESTORS GRIEVANCE COMMITTEE :

Your Company is not required to constiture a Shareholder/Investors Grievance committee under section 178 (5) of Companies Act, 2013 and under regulation 20 of SEBI (LODR) Regulations, 2015

D. SHARE TRANSFER COMMITTEE

The Board of Directors in its meeting dated 28th May, 2016 had constituted Share transfer committee for approving transfer request received from Registrar & Share Transfer Agent. Composition of the committee is as follows:

A.	Sandip S. Zaveri	- Chairman
B.	Satish B. Zaveri	- Member
C.	Bhanurai N. Mehta	- Member

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

Particulars of Contracts or Arrangements with Related Parties referred to in Section 188 (1) in Form AOC-2 are annexed as "Annexure D" to this Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The company is not falling within 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 :

Changes has been made in the key managerial personnel of the company during the year.

Ms. Zarna Shah, Independent Director of the Company resigned on 6^th December, 2022 and Ms. Jigna Prajapati was appointed as the Independent Director of the Company on 1^st February, 2023. The Company Secretary cum Compliance Officer Mr. Shinil Nambrath resigned from his post on 31^st January, 2023 and Ms. Pallavi Singh was appointed as Company Secretary cum Compliance Officer on 1^st February, 2023.

The following is list of Key Managerial Personnel of the company as on 31^st March, 2023.

Mr. Sandip Satish Zaveri	- Managing Director
Mr. Parimal A. Desai	- Chief Financial Officer
Ms. Pallavi Singh	- Company Secretary

DIRECTORS

Mr. Bhanurai N. Mehta (DIN: 00158885) Director of the Company, would retire by rotation, at the ensuing Annual General

Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

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 / WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern. The Policy provides adequate safeguard against victimisation of director(s) / employee(s) who raise the concern and have access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The Policy is available on the website of the Company http://www.chemiesynth.com

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

6. Preservation of Documents and Archival Policy

7. Policy on Determination of Materiality of Events/Information.

SUBSIDIARIES AND ASSOCIATE COMPANYS

As on 31st March, 2023, Company has no subsidiaries and associate companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review is annexed to this report (Annexure E).

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in future.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The company does not fall under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year. Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

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 Director
Place: Vapi
Date: 14/08/2023	Mr. Sandip S. Zaveri	Mr. Satish B. Zaveri
	Managing Director	Director
	DIN:00158876	DIN: 00158861