Crestchem Ltd Directors Report

TO

The Members,

Crestchem Limited.

Your directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT together with the Audited Accounts of the Company for the period of 12 months ended on 31st March, 2024.

1. FINANCIAL RESULTS

(Rs. In lacs)

Particulars	As At 31/03/24	As At 31/03/23
Operating Profit / (Loss) (before interest and depreciation)	303.34	97.04
Less : Interest	0.70	0.98
Profit / (Loss) before depreciation	304.64	96.06
Less : Depreciation	4.63	2.24
Profit / (Loss) before Tax	298.01	93.82
Less : Current Tax.	83.87	24.66
Deferred Tax	(0.49)	(0.18)
Profit/(Loss) after Tax	214.63	69.35

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

Your directors pleased to inform that Company has declared 5% Maiden Dividend for the year 2023-24 (Subject to TDS as per Income tax Act) subject to approval of members at ensuing Annual General Meeting. Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), the Dividend Distribution Policy of the Company is available on the Companys website

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 improved substantially for the year 2023-24, resulting into the improvisation in the bottom-line figures. The Board of Directors recommended 5% Maiden Dividend for the year 2023-24.

The Price volatilities is remains continued during the year under review. Your company managed to procure raw materials from time to time and has also improved sales turnover during the year under review. The Company has focused to improve the turnover and ultimately it resulted to improve the profitability of the Company.

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. During the year under review company has assigned the Project Work to one of the entites of CSIR. Company is hopeful for pilot plant during FY 2025-26 or thereafter.

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 development and negotiation on this front is in preliminary stages.

DIRECTORS

Shri Jignesh A. Shah, Advocate & qualified Company Secretary has been appointed as Independent & Non Executive Director w.e.f. 29th December,2023 .

Smt. Priyankaben M. Patel is appointed additional director in the Category of Woman Independent & Non Executive Director w.e.f. 04th July,2024

During the year Shri Rajesh I. Mody is Completing Two terms of Five Years each. So he is Compulsory retiring as a Independent Director & Shri Manoj B. Patel due to pre occupation he has given resignation from the post of Independent Director. w.e.f. 04th July,2024

Shri Rajesh I Mody is compulsory retired hence Company has changed Chairman of Audit Committee, Nomination & Remuneration Committee and Stake holder Relationship Committee.

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 was 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 and 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.

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.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for the financial year ended 31st March, 2024 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.

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.

6. DIRECTORS 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, 31^st 2024 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.

7. 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 Beenaben P. Patel	Non-Executive Independent Director (Woman Director)
3 Shri Nitinkumar S. Shah	Non-Executive Independent Director
4 Shri Manoj B.Patel	Non-Executive Independent Director
5 Shri Jignesh A.Shah	Non-Executive Independent Director
6 Smt. Priyankaben M. Shah	Non-Executive Independent Director (Woman 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.

8. 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.

9. 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.

10. 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, 2024 will be placed on the Companys website at https:// www.crestchemlimited.in

11. 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.

12. DEPOSITS

Company has not invited any public deposit which is falling under the provisions of Section 73 to 76 of the Companies Act, 2013. The Companies is debt free.

13. 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 17/04/2024 of Rs. 3,25,000/- +Rs. 58,500/- GST, totaling to Rs 3,83,500/- has been paid on 24/ 04/2024 vide Bhuj Mercantile Co-op bank Limited by UTR HDFCR52024042451015722 dated 24/04/2024 Rs.3,51,000/- wellwithin the stipulated time period, of due date.

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

14. 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.

15. 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

16. 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.

17. 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.

18. 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 has IFCS comensurate with the size and operation of the 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.

19. HEALTH SAFETY & ENVIRONMENT AND OTHER POLICIES

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

The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws / rules. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress complaints received regarding sexual harassment. The Company has not received any complaints during the year under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy available at Code Of Conduct (crestchemlimited.in)

20. 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.

21. 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 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.

22. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the evaluation of its own performance, individual directors, its committees and Key Managerial Personnel, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The performance of Non-Independent Directors (including the chairperson) and the Board as whole was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company. The Directors expressed their satisfaction with the evaluation process. Policy on Directors appointment and remuneration Criteria determining the qualifications, positive attributes and independence of Directors. Independent Directors

• Qualifications of Independent Director. An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or more fields of finance, law, management, marketing, administration, corporate governance, operations or other disciplines related to the Companys business.

• Positive attributes of Independent Directors. An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience, expertise in any specific area of business, integrity, level of independence from the Board and the Company etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications & experience, expertise in any area of business, association with the Company etc. He / She should also devote sufficient time to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

• Independence of Independent Directors. An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

23. 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.

24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT

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

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review, the Company has received the order from The Honorable Add Chief Metropolitan Magistrate in Criminal Case No: 0035137/2022 passed the order dated November 20,2023.

In the above said matter 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. Accordingly the matter has been taken up with the help of the Advocate before honorable court vide discharge application,

During the year under review The Honorable Add Chief Metropolitan Magistrate in Criminal Case No: 0035137/ 2022 passed the order dated November 20,2023 by disposing case acquitted four directors of the Company and the Company ‘CRESTCHEM LIMITED"

26. POLICY ON DIRECTORS 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.

27. 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, 2024 Including Shri Dipak Narendraprasad Patel who is Managing Director of the Company, Ms Khyati Vyas who is Company Secretary cum Compliance office and CFO, Ratio/ Mean remuneration compliance is applicable to the Company as is part of the report.

28. 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.

29. GENERAL INFORMATION

1. AGM held during the financial year 2023-24, on 24^TH August, 2023.Stock Exchange where the shares of the company are listed: BSE Ltd.

2. Scrip Code of the Company: 526269.

3. 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.

4. 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/-
	Dipak N. Patel
Place : Ahmedabad	Chairman and Managing Director
Date : 4th July, 2024	(02052080)