To
The Members,
KEMISTAR CORPORATION LIMITED
Your Directors are pleased to present the TWENTYNINETH ANNUAL REPORT
along with the Standalone and Consolidated Audited Financial Statements of your Company
for the Financial Year ended on March 31, 2023.
1. FINANCIAL RESULTS:-
(In Lakh)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Income from operations |
378.95 |
643.85 |
1817.02 |
2092.24 |
| Income from other heads |
6.66 |
0.69 |
16.71 |
4.84 |
| Total Expenditure |
353.92 |
616.19 |
1719.54 |
1988.99 |
| Profit Before Tax |
31.70 |
29.38 |
114.20 |
108.09 |
| Profit After Tax |
23.03 |
22.95 |
83.90 |
83.92 |
| Basic and diluted EPS |
0.21 |
0.21 |
0.78 |
0.78 |
2. BUSINESS OVERVIEW
Standalone Basis
The total revenue during the year under review was Rs. 378.95 lakhs
against Rs. 643.85 lakhs for theprevious year. Profit before Tax Expense for the current
year is Rs. 31.70 lakhs (Rs. 29.38 lakhs in previous year). Net Profit after tax amounted
to Rs. 23.03 lakhs (Rs. 22.95 lakhs in previous year) thereby resulting increase of around
0.35%.
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. 1817.02 lakhs, Rs.
114.20 Lakhs and 83.90 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. 0.40/-(Rupees
Forty 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.
Transfer of unclaimed dividend to Investor Education 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, 2023 was Rs. 11.100 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 31.03.2023
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 INVESTMENTS
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. 5 of the balance sheet of the financial statement :
(Rs. In lakhs)
| NOTE:5 INVESTMENTS |
As at 31/03/2023 |
As at 31/03/2022 |
| Investment in Liquid Funds etc. |
47.63 |
89.96 |
| TOTAL |
47.63 |
89.96 |
Note : The above investment, during F.Y. 2022-23, 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 the
following changes occurred in the composition of Board and Key Managerial Personnel of the
Company:
1. Appointment/ Cessation:
• Ms. Nisha Mathew has appointed as Chief Financial Officer of the
Company w.e.f 13th July, 2022.
• Ms. Trusha Shah has resigned from the post of Company Secretary
w.e.f 31st October, 2022.
2. Key Managerial Personnel:
The following are designated as Key Managerial Personnel as on
31.03.2023
| 1) Mr. Ketankumar Patel (Managing Director) |
|
| 2) Ms. Aesha Mashru (Company Secretary) |
: Appointed w.e.f 20.03.2023 |
| 3) Mrs. Nisha Mathew |
: Appointed w.e.f 13.07.2022 |
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).
JUSTIFICATION FOR RE-APPOINTMENT OF INDEPENDENT DIRECTOR:
During the year, based on the recommendation of Nomination and
Remuneration Committee, the Board of the Directors approved the re-appointment of Mr.
Maheshkumar Dhanjibhai Baldha (DIN: 06542441) as an Additional Non Executive Independent
Director, of the Company, with effect from 27th April, 2023 which was subject
to shareholders approval. The Securities Exchange Board of India vide Third
Amendment Regulations, 2021 read with the corrigendum to Listing Regulations has
stipulated the requirement of attaining approval of shareholders by means of a special
resolution, for re-appointment of an Independent Director on the Board of Directors either
at the next general meeting or within a time period of three months from the date of
appointment, whichever is earlier, effective from 1st January, 2022. the Company has
received approval of the Members of the Company by means of Special Resolution through
Postal Ballot for re-appointment of Mr. Maheshkumar Dhanjibhai Baldha as a Non Executive
Independent Director of the Company for a period of 5 (five) years with effect from 27th
April, 2023 to 26th April, 2028.
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 Boards
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.kemistar.in.
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. May 25, 2022
2. July 13, 2022
3. August 12, 2022
4. September 07,2022
5. November 14,2022
6. February 14, 2023
7. March 20, 2023
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, 2023, 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, 2023 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:
Since the terms of M/s S. D. Mehta & Co. Chartered Accountants will
expire in the coming 29th AGM of the Company. M/s S. D. Mehta & Co. was
appointed as the Statutory Auditor of the Company for the period of 4 years from 25th
AGM to 29th AGM of the Company. Further, M/s S. D. Mehta & Co. Chartered
Accountants is eligible for re-appointment but the auditor gives his unwillingness to be
reappointed.
Therefore, Pursuant to the provisions of Sections 139, 142 and other
applicable provisions, if any, of the Act (including any statutory modification or
re-enactment thereof for the time being in force) and the Companies (Audit and Auditors)
Rules, 2014, as amended from time to time and on the recommendation of Audit Committee,
the board of directors at their meeting held on September 06, 2023 and subject to approval
of the shareholder in the ensuing AGM have approved the appointment of M/s N. S. Nanavati
& Co., Chartered Accountants (FRN: 134235W) as Statutory Auditors of the Company for a
the term of five years to hold office from the conclusion of the 29th AGM till
the conclusion of the 34th AGM in 2028, subject to approval of Members in the
ensuing AGM. The necessary resolutions for appointment of N. S. Nanavati & Co., form
part of the Notice convening the ensuing AGM scheduled the to be held on 29th
September, 2023.
EXPLANATION ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS MADE BY
THE AUDITORS
The Audit for FY 2022-23 was conducted by M/s S. D. Mehta & Co and
there are no qualifications, reservations, adverse remarks or disclaimers made by the
Statutory Auditor in their Audit Report. The
Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors Report is enclosed with the financial statements in the
Annual Report.
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 Companys
Secretarial and related records for the year ended 31st March, 2023.
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 2022-23 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 2023 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 the website of the Company www.kemistar.in.
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 2022-23. The Secretarial
Audit Report for the financial year end 31.03.2023 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 arms 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.kemistar.in.
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 Company at www.kemistar.in.
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 2022-23.
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
Boards 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 Companys 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 |
|
Sd/- Sd/- |
|
Ketankumar Patel Hrishikesh Rakholia |
| Place: Ahmedabad |
Managing Director Director |
| Date: 6th September, 2023 |
(DIN: 01157786) (DIN: 08699877) |
+91-9892691696
