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Crestchem Ltd Directors Report

143.7
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Jul 18, 2024|12:00:00 AM

Crestchem Ltd Share Price directors Report

DIRECTORS

TO

The Members Crestchem Limited.

Your directors have pleasure in presenting the THIRTY FIRSTANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2023.

1. FINANCIAL RESULTS

( In Lacs)

As at 31-03-2023 As at 31-03-2022
(12 Months) (12 Months)

Operating Profit / (Loss) (before interest and depreciation)

97.04 82.30
Less : Interest 0.98 1.58
Profit / (Loss) before depreciation 96.06 80.72
Less : Depreciation 2.24 02.60
Profit / (Loss) before Tax 93.82 78.12
Less : Current Tax. 24.66 22.02
Deferred Tax (0.18) (00.62)
Profit/(Loss) after Tax 69.35 56.72

2. TRANSFER TO RESERVES:

The Company has transferred the above profit amount under the head reserves and surplus and stakeholders net worth of the Company has been increased and that will help the stake holders for value maximization in periods to come.

3. DIVIDEND

In view of conserving resources and due to carried forward loss your directors regret their inability to recommend any dividend on the equity shares during the period under review.

4. MATERIAL CHANGES AND COMMITMENTS:

During the year under review there were no material changes or commitments which affect the financial position of the Company. With the ease of Doing business mechanism followed by Government may give an add on to the Company to create the sustainable growth and development.

5. OPERATIONS & FUTURE PROSPECTS

The operations of the company are continuing to improve, resulting into the improvisation in the bottom-line figures. However, the price volatilities and materials and inputs smooth availabilities, were yet far from being normal, due to residual ill effects of the still ongoing Russia- Ukrain war and such other adverse circumstances. Even under such uncertain Macro Economic conditions, yet however, the keen efforts of the Management, on a continuous basis have resulted into improvements in the Net profit of the company to Rs 69.35 lakhs for the financial year 2022-23, under review, as compared to net profits of Rs 56.72 lakhs for the previous financial year 2021-2022.

The Company is planning to invest in new/start up business- limited liability partnership firm(s), within our overall chemical and related field of operations. One of our independent directors, Shri Manojkumar B. Patel who is knowledgeable on new startup businesses and its procedures, is actively helping our company. Our company may provide necessary support by way of technical/manufacturing know-how and such other services, like managerial and financial support and supply of materials to the LLP(s), in which our company Crestchem Limited may join as a partner, in the said LLP (s), in order to expand overall business and to improve our companys profitability, However the development and negotiation on this front is in preliminary stages.

6. DIRECTORS

Shri Nitinkumar Shantilal Shah (DIN: 00027351), was appointed to hold office as an Independent Director of the Company, in the 26th Annual General Meeting held on 29th September, 2018 and that pursuant to the provisions of Sections 149,150, 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 and applicable rules made there under (including any statutory modification(s) or-enactment thereof for the time being in force), it is hereby confirmed that the said re-appointment was for second term of Five (5) Years. Shri Nitinkumar Shantilal Shah is appointed as non-executive director in the category of professional director w.e.f. 01/10/23 with remuneration exceeding fifty per cent of the total remuneration/compensation/fees payable to all other non- executive director of the company, in terms of regulation 17 of the sebi (listing obligations and disclosure requirements) (amendment) regulations, 2018. He is a qualified and experienced Company Secretary by profession. Shri Nitinkumar Shantilal Shah has vast knowledge in the field of Corporate Laws, Accounts and Finance. During his tenure since 2016, he has given valuable guidance and advice to the company, as an Independent director of the company, In order to take benefit of his vast knowledge and advice, the Board of Directors has appointed him as non-executive director in the category of professional director for the period of 2.5 years with effect from 01/10/2023 (01/10/2023, to 31/03/2026). Shri Nirmit Dipak Patel (DIN:10239263) was appointed additional director on 17/07/2023 on the recommendation of nomination and remuneration committee and board of directors of the company, subject to approval of the members Shri Nirmit Dipak Patel will be appointed executive director w.e.f. 1st October, 2023 for a period of two and half years and on remuneration approved by nomination and remuneration committee of board of directors of the company.

During the year under the review none of the Director of the Company has been disqualified to act as the Director of the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with the Stock Exchanges is enclosed as Annexure - A.

8. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st March, 2023 given by Mehul Raval, Practicing Company Secretary is annexed as Annexure - B to this report. There is no qualification or any adverse remarks and observations made by PCS is self-explanatory and does not need any explanation from the Board.

9. NUMBER OF BOARD MEETINGS

During the year the Board of Directors met Eight (8) times. The details of the Board meetings are provided in the Corporate Governance Report Annexure E.

The meetings held were in compliance with the secretarial standards issued by ICSI vis a section 118(10) of CA-2013 to be read with SEBI (LODR) provisions.

Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Companys statutory and internal audit activities.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. They act in accordance with the terms of reference as stipulated.

The Company has established the terms of reference of the Audit Committee in all respect. The Company is not mandated with CG Requirement however the provisions of the CA-2013 are followed in all respect. The Composition of the same with attendance is forming part of the Corporate Governance Report which is separately attached forming part of the said Directors Report.

10. DIRECTORfS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2022 and of the profit of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) 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;

(e) The annual accounts have been prepared on a going concern basis.

(f) The Directors have devised proper systems to ensure compliances with the provisions of applicable laws and such systems are adequate and operating effectively.

11. DISTURBANCES DUE TO INTERNATIONAL EVENT LIKE COVID-19, UKRAINE WAR ETC.

During the Financial Year 2022-23, the prolonged ill effects including disturbances in the supply chain and such other disturbances continued till the date of this report. However keen efforts of the company, continuously to maintain the business has resulted into reducing the said impact on the business of the company as much as possible.

The implication of such continued disturbances is difficult to predict and hence it is difficult to project an outlook. As such it may not be possible at this point of time to provide business outlook for our Company and Industry in general.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Following Directors are independent in terms of section 149(6) of the Act and under SEBI (LODR) Regulation, 2015:

1 Shri Rajesh I. Mody Non- Executive Independent Director

2 Shri Binaben P. Patel Non- Executive Independent Director (Woman Director)

3 Shri Nitinkumar S. Non- Executive Independent Director Shah

4 Shri Manoj B.Patel Non- Executive Independent Director The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from Shri Mehul Raval, Practicing Company Secretary, that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is annexed herewith as Annexure -C.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Statement containing Particulars of Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. However, as per the provisions of section 134 and 136 of the Companies Act, 2013, the Report and financial statement are being sent to the members and others entitled thereto, excluding the statements containing Particulars of Employees, which is available for inspection by the members at the Registered office of the Company during business hours on all working days (except Saturdays), up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such statement may write to the Company at the registered office of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the company for the period under review, hence, no committee in this regard has been constituted.

15. EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return of the company for the Financial Year ended on 31st March, 2023 will be placed on the Companys website at https://www.crestchemlimited.in/

16. RELATED PARTY TRANSACTIONS

Details of Contracts/arrangement with the Related Parties are appearing under Note no. 27 and form part of this report. All related party transactions that were entered into during the year under report were on arms length basis and were in the ordinary course of business and in line with the domestic transfer pricing rules. The related party transactions made by the Company with erstwhile promoter companies have no potential conflict with the interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

The Companys management ensures total adherence to the approved Policy on Related Party Transactions to establish

Arms Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and Related Party transaction during the year, the details, required to be mentioned in AOC-2 which is annexed herewith Annexure D.

17. DEPOSITS

No Public deposits were accepted or matured during the period under review.

18. FINANCE

The company has, from time to time availed of FD-OD facility from banks, against companys own fixed deposits (FDs), in routine course of Business. The company also paid- off the facilities so utilized It is Continuous process. The company has no borrowings from any Bank or any Institution. There are no outstanding interest payments. Our company is debt free. The company has adopted Indian accounting standard (IND AS), since 1st April, 2016.

BSE annual listing fees ( ALF)

ALF invoice of BSE dated 13/04/2023 of Rs. 3,25,000/- +Rs. 58,500/- GST, totaling to Rs 3,83,500/- has been paid on 29/ 04/2023 vide Bhuj Mercantile Co-op bank Limited by UTR N119232437186645 dated 29/04/2023 Rs.3,51,000/- well within the stipulated time period, of due date.

There are no any other disputed or undisputed outstanding to BSE.

19. VIGIL MECHANISM

The Board approved Vigil Mechanism of the Company at its meeting held on 01/04/2021. The purpose of the policy is to provide a framework to promote a responsible and secure Whistle Blowing and to protect directors/employees wishing to raise a concern about serious irregularities within the Company. Under the policy, protected disclosures against below Board level employees will be addressed to the Whole Time Director / Managing Director and against Board level employees to the Chairman, Audit Committee. During the year, no reporting under Vigil Mechanism was made by any employee or Director of the Company.

20. WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the listing agreement, includes an Ethics & Compliance Task Force comprising senior executives of the company, is in place with the company. Available in companys website https:// www.crestchemlimited.in/download/cd/policy-on-whistle- blower.pdf

21. AUDITORS

M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the period of five consecutive years till the conclusion of 35th Annual General meeting to be held in 2027.

22. COST AUDIT

The Central Government of India has not prescribed the maintenance of Cost Accounting Records under sub Section (1) of Section 148 of the Companies Act, 2013 and hence this clause is not applicable to the company.

23. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are part and partial of process and system procedures. It is being monitored by the Board of Directors of the Company & Audit Committee comprising of one of the professionals at periodic intervals. The Internal auditor is appointed in compliance of Section 138 of the Act and is conducted to examine the adequacy, relevance and effectiveness of control systems, compliance with policies, plans and statutory requirements and reports are placed before the Audit Committee for its review. During the previous financial year, the Company had in place requisite internal financial controls, for smooth functioning commensurate with the size and operation of our company.

The Company also avails the services from the professionals of repute i.e. a Firm of Chartered Accountant (Purvi Jignesh Shah & Co.) and advocate Hardik Bhupendra Shah and Corporate Law Advisor Jignesh A. Shah on retainer basis, to assist the company broadly in strategic matters, implementation of the policy, legal and internal financial controls etc.

24. HEALTH SAFETY & ENVIRONMENT

Your Company attaches the highest priority to safety, occupational health and protection of environment in and around its working areas.

25. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, STATEMENT OF PARTICULARS OF EMPLOYEES ETC.

Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, form part of this report. However, as per the provisions of section 134, the reports and accounts are being sent to all shareholders of the Company excluding the information relating to conservation of energy, foreign exchange earnings and outgo, and the statement of particulars of employees. Any shareholder interested in obtaining such particulars may write to the Director / Company Secretary at the Corporate Office of the Company at Ahmedabad. The same is sufficiently disclosed in notes to accounts.

26. CORPORATE GOVERNANCE REPORT

During the year under Report Securities & Exchange Board of India (SEBI) introduced new listing Regulation, SEBI (LODR) Regulation, 2015 effective from December 1, 2015. The Corporate Governance Report and practices followed by the Company are indicated separately in the Annexure-F forming part of this report. A certificate from the Practicing Company Secretary of the Company, regarding the conditions of corporate governance as per Annexure-F.

27. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to adverse consequences for the Companys business. Effective risk management process is key to sustained operations thereby protecting shareholder value, improving governance process, achieving strategic objectives and being well prepared for adverse situations or unforeseen circumstances, if they occur in the lifecycle of the business activities. Your company has followed the technique of following the Risk Transfer by taking various Insurance policies and all Assets of the Company are sufficiently insured including Human Capital.

28. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

During the year under review, industrial relations remained harmonious and cordial.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYfS OPERATIONS IN FUTURE

During the year under review, the Company has received no significant and material orders passed by the Regulators or courts or Tribunals which would impact the going concern status and the Companys future operations.

However the board informs that, the Registrar of Companies, Gujarat has filed a complaint before honorable Metropolitan Magistrate Court, Ahmedabad that the company has defaulted by non-filing of Secretarial Audit Report vide form MR-3 pursuant to section 204 of the companies act, 2013 and the rules made thereunder for the financial year 2016-17 However, looking to the filing status with the help of practicing professional it has been observed that the company has already filed and attached the Secretarial Audit report in Form MR-3 within the stipulated time hence the company does not seem to have defaulted in above statutory filing. And accordingly the matter has been taken up with the help of the Advocate before honorable court vide discharge application, which is pending for disposal by the honorable court.

30. POLICY ON DIRECTORSf APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation process covering various aspects of the Boards functioning.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and Remuneration Policy is stated in the Corporate Governance Report and uploaded on website of the company at https:// www.crestchemlimited.in/code-of-conduct.html Further details on election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel forms part of the Corporate Governance Report.

31. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL RULES, 2014.

There are permanent employees on the rolls of the Company as on 31st March, 2023 Including Shri Dipak Narendraprasad Patel who is Managing Director of the Company, Ms Khyati Vyas who is Company Secretary cum Compliance office and CFO,) so, ratio/ Mean remuneration compliance is applicable to the Company as is part of the report.

32. ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence placed in the management of the Company.

33. GENERAL INFORMATION

1. AGM held during the financial year 2022-23: 25TH August, 2022.

2. Stock Exchange where the shares of the company are listed: BSE Ltd.

3. Scrip Code of the Company: 526269.

4. The Company has now appointed CDSL for monitoring of foreign investments and the System Driven Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/ ISD/CIR/P/2020/168 dated September 09, 2020 regarding Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015.The company has now obtained certain ISO certification which will help in furthering the business of the company.

5. Other Statutory Disclosures

- The company does not have any Benami property, where any proceeding has been initiated or pending against the company for holding any Benami property

- The company has not carried out any revaluation of its Property, Plant and Equipment.

- The company holds all properties in its own name.

- The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

- The company has not traded or invested in Crypto currency or Virtual Currency during the year.

- The financial statements were authorized for issue in accordance with a resolution passed by the Board of Directors. The financial statements as approved by the Board of Directors are subject to final approval by its Shareholders.

- The company have not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

- The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

By Order of the Board of Directors For & on behalf of Crestchem Limited

Sd/-
Place : Ahmedabad

Dipak N. Patel

Date : 17/07/2023 Chairman and Managing Director
(DIN 02052080)

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