Dear Members,
Your Directors take great pleasure in presenting the 11th Annual Report of CHD
CHEMICALS LIMITED the "Company" on business and operations of the Company along
with the audited financial statements of accounts for the financial year ended 31st
March 2023.
1. FINANCIAL SUMMARY
The Companys financial performance, for the year ended March 31,2023 is summarized
below:
The Boards Report shall be prepared based on the stand alone financial statements of
the company.
Amount in Lacs.
| Particulars |
2022-23 |
2021-22 |
| Total Income |
1907.30 |
3153.70 |
| Total Expenditure |
1903.80 |
3133.46 |
| Earnings before Finance Cost, Depreciation & Amortization and Tax |
67.99 |
85.73 |
| Less: Finance Cost |
37.44 |
46.64 |
| Less: Depreciation & Amortization |
21.85 |
15.89 |
| Profit before tax |
8.70 |
23.19 |
| Provision for Tax/ (Deferred tax) |
2.15 |
6.79 |
| Comprehensive Income |
6.55 |
16.41 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS
• The company is engaged in the business of trading of chemicals and dyes.
• The Total revenue for the Current year is Rs. 1907.30 lacs in comparison to Last
years revenue I.e. Rs. 3153.70 Lacs
• The Profit in the Current year is Rs.6.55 lacs in comparison to Rs. 16.41 Lacs
last years.
During the year under review, there has been no change in the nature of the business of
the Company. Further, there were no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
3. MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred between Balance Sheet date and the date on which the
financial statement are approved by the Board of Directors.
5. TRANSFER TO GENERAL RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT,
2013
No amount has been transferred to the general reserve during the year under review.
6. SHARE CAPITAL
During the Financial Year 2022-23,
Company increased its Share Capital on following occasions:
(i) Authorized Share Capital
No Change in the Authorized capital of the company during the year under review.
(ii) Paid up Share Capital:
No change in the paid up share capital of the company during the year
(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights during the year under
review. Hence the provisions of Section 43 of the Companies Act, 2013 are not applicable.
(iv) ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year under review. Hence
the provisions of Section 54 of the Companies Act, 2013 are not applicable.
7. DEPOSITS
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
| A |
Accepted during the year |
|
| B |
Remained unpaid or unclaimed as at the end of the year |
|
| C |
whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so (default), number of such cases |
NIL |
|
and the total amount involved |
|
|
i. at the beginning of the year |
|
|
ii. maximum during the year |
|
|
iii. at the end of the year |
|
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF
THE ACT
During the Financial Year under review, the Company has not accepted any deposit under
Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rule, 2014 as amended from time to time which are not in compliance with the requirements
of Chapter V of the Act.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Mrs Santosh Rani joined as Non Executive Director of the company from 22nd
December, 2022 and Mrs Divya Kothari resigned from the directorship w.ef 16th
December, 2022
Mr Ankit Kothari has been appointed as Managing Director of the company w. e. f 22nd
December, 2022
In accordance with Section 152 and other applicable provisions of Companies Act, 2013,
Mr Subhash Chander (DIN No 08681546),being NonExecutive Director, retires by rotation and
being eligible offers himself for re-appointment at the ensuing Annual General Meeting.
The Board recommends his appointment.
KEY MANAGERIAL PERSONNEL
Mr Shrikant Sharma joined as CFO from 30th august, 2022.
BOARD COMMITTEES
Details of Board committees and term of reference is provided in the "Annexure
V" corporate Governance report of the company.
9. BOARD MEETINGS
The details of the Number of Meetings of the Board held during the financial year
2022-23 form part of the Corporate Governance.
There were 7 meetings held during the year
10. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Vijender Singh and Mr Mahtab Singh, Independent Directors of the Company have given
their respective declaration as required under Section 149(7) of the Companies Act, 2013
to the effect that they meet the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to
the Companies Act, 2013. The Board has, taken on record the declarations received from Mr.
Mr. Vijender Singh and Mr Mahtab Singh.
11. DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) The Directors 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
c) The Directors 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) The Directors have prepared the annual accounts on a ‘going concern basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not
applicable.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis, therefore, the provisions of Section 188 of the Companies Act, 2013 were not
attracted.
Further, there are no materially significant related party transactions during the year
under review made by the Company with Promoters, Directors, or other designated persons
which may have a potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to in the Accounting Policies to the
Financial Statement which sets out related party disclosures as prescribed under
Accounting Standard 18.
Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in "Annexure
- 1" Form AOC-2 and the same forms part of this report.
14. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the Companies Act, 2013 the Nomination and
Remuneration Committee has formulated Remuneration Policy ("the policy"). The
objective of the policy is to ensure that Executive Directors and other employees are
sufficiently compensated for their performance. The Policy seeks to provide criteria for
determining qualifications, positive attributes and independence of a director.
15. STATUTORY AUDITORS
In the Annual General Meeting held for financial year 2022-22 Members approved
appointment of D S P & Associates, Chartered Accountants (Firm Registration No. 006791
N) as Statutory Auditors of the Company to hold office for from the financial year
2021-2022
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE
AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the statutory Auditor
in their report.
There are some matter of emphasis given by the auditor board of director took the note
of the esame.
Secretarial Auditor in his Secretarial made the following qualifications
a) Since 2017-18 Company did not File Charge with Registrar of Company for a Vehicle
Purchased worth Rs 5,43,000 form Mahindra & Mahindra Financial Services Limited
secured by the Hypothecation of the vehicle purchased.
(b) Since 2017-18 company did not File Charge with Registrar of Company for a Vehicle
Purchased worth Rs 25,00,000 from ICICI Bank Limited secured by the Hypothecation of the
vehicle purchased.
(c) The company had intimated about its board meeting on 14.08.2022 on 09.08.2022 in
violation of Regulation 29(2)/29(3).
(d) There were certain instance wherein the Company have delayed in filing the returns
/ disclosures with Registrar of Companies and the Company has paid additional fees for the
same.
Boad Comments: in regard to point a and b company didn’t received the loan
documents from the financial institution so was not able to file the form.
In regard to point c there was one day of delay in intimating to BSE regarding the
Board meeting for considering the quarter result and we have paid the fine to BSE on time
also.
With regard to point d company is taking proper precautions to file the forms on time.
17. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES
PROVIDED
Company has not granted any loans and made investments, or given guarantees or provided
securities to other bodies corporate under the provisions of Section 186 the Companies
Act, 2013.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2023 made under the
provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure
II.
19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF) during the financial year 2022-23.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company does not have any Risk Management Policy as the elements of risk
threatening the Companys existence are very minimal.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule, 5 (1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in the "Annexure-IV" of the Annual Report.
The Company has not appointed any employee(s) in receipt of remuneration
exceeding the limits specified under Rule 5 (2) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
No of complaints received : Nil
No of complaints disposed off: Nil
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
"III"
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal
which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is
not required.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistleblowing mechanism not only helps the Company
in detection of fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct. It provides direct access to the employees of the
Company to approach the CFO of the company or the Chairman of the Audit Committee,
where necessary. The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimization.
27. SECRETARIAL AUDIT REPORT
The Company has appointed Neeraj Jindal & Associates, a firm of Company Secretaries
in Practice, to undertake the Secretarial Audit of the Company pursuant to the provisions
of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014. The Report of the Secretarial Auditor is annexed to
the Boards Report as Annexure ‘A.
28. BOARD EVALUATION
Pursuant to applicable 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 Committees and individual Directors, including the
Chairperson of the Board.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2(e) of the SEBI (LORD) 2015, is presented in Annexure VI and the same
is for the part of this report.
30. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that, according to the provisions
of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and
Disclosure Requirement) Regulation 2015, the give report on Business Responsibility Report
(BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.
31. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES
ACT, 2013
Since the Company has not formulated any scheme in terms of Section 67(3) of the
Companies Act, 2013, therefore no disclosures are required to be made.
32. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There has been no subsidiary/Associate/Joint Venture incorporated/ceased of your
company during the financial year 2020-21
33. DISCLOSURES PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT. 2013:
No disclosure under section 197(14) of the Companies Act, 2013 is required. Company has
no Holding or Subsidiary company as on 31st March, 2023
34. Dividend
No dividend has been declared by the company during the financial year 2022-23
34. SHARES IN SUSPENSE ACCOUNT
There are no shares lying in suspense account
35. REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed there under.
36. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or
variation in the use of proceeds
37. OTHER DISCLOSURES
a. There was no revision of financial statements and Boards Report of the Company
during the year under review
b. There has been no change in the nature of business of the Company as on the date of
this report
c. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
d. The requirement to disclose the details of the difference between the amount of
valuation done at the time of onetime settlement and the valuation done while taking a
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
38. ACKNOWLEDGEMENT
The Board of Directors acknowledges with gratitude the co-operation and assistance
provided to your company by its bankers, financial institutions, government and other
agencies. Your Directors thank the customers, vendors and other business associates for
their continued support in the companys growth.
For and on behalf of Board of Directors
| SD/- |
SD/- |
| Vijender Singh |
Ankit kOthari |
| Director |
Managing Director |
| DIN - 07339155 |
DIN -06883692 |
| Place: Panchkula |
|
| Dated: 6th September, 2023 |
|
+91-9892691696
