Fischer Chemic Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2019.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

(In Rupees.)
PARTICULARS 31st March 2019 31st March 2018
Revenue from Operations - -
Indirect Income 19,25,000 19,55,586
Total Revenue 19,25,000 19,55,586
Other Expenses 16,65,782 18,05,031
Depreciation and Amortization Expense - -
EBIT 18,68,644 19,41,688
Interest and Finance Cost - -
EBT (before exceptional items) 56,356 13,898
Exceptional items - -
Profit before Tax 56,356 13,898
Taxes
i) Current Tax 11000 2648
ii) Deferred Tax -
iii) MAT Tax -
Profit (Loss) for the period 45,356 11,250

2. REVIEW OF OPERATION:

During the financial year under review, the Company had earned a total Revenue of Rs. 19.25 Lakhs which is at par as compared to the previous year. Since the year 2018-2019 saw a total economy slowdown the chemical sector being affected drastically, the effect can be seen directly on the Company s performance as well being able to survive in the cut-throat competition. On the other hand the Company has managed to procure more profit as compared to the previous year by efficient use of resources. The Management is positive for the coming years with their decisive efforts and optimum utilisation of resources.

3. DIVIDEND:

Even though the Company had procured more profit as compared to the previous year, the total profit was inadequate for the Company to distribute in form of Dividend hence your Director regrets their inability to recommend Dividend for the year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO RESERVES:

Being a profit, during the year, the Company has transferred amount to Reserve & Surplus Account.

6. SHARE CAPITAL:

During the financial year under review, the Authorized Share Capital of the Company was Rs.4,00,00,000/- (Rupees Four Crores only), and the Issued, Subscribed and Paid-up Share Capital of the Company stood at 17,20,000/- (Rupees Seventeen Lacs Twenty Thousand only) divided into 1,72,000 shares of Rs 10 each.

7. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

10. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

11. MEETINGS:

Board meeting:

The Board of Directors duly met 6 (Six) times during the financial year 2018-2019, the details are as under: 28th May,2018, 11th August, 2018, 14th November, 2018, 21st November, 2018, 12th February, 2019 and 28th March, 2019.The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations , 2015 /Companies Act, 2013.

The Composition of the Board as on the date of approval of the Board s Report is as under:

Sr. No Name of the Director Category of Directorship
1. Mr. Dharav Dani Managing Director (Additional Director)
2. Ms. Arthi Khandelwal Independent Director
3. Mr. Ashishkumar Dhakan Independent Director
4. Mrs. Sejal Soni Executive Director

12.COMMITTEE MEETINGS:

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI Regulations read with Section 177 of the Companies Act, 2013.Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section 177 of the Companies Act, 2013, the Audit committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted and during the financial year 2018-2019, 4 (Four) Meetings of the Audit Committee were held 28th May, 2018, 11th August 2018, 14th November, 2018 and 12th February, 2019.

The Statutory Auditor, Internal Auditor and Executive Directors/Chief Financial Officer are invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Mrs. Arthi Khandelwal Chairman & Independent Director
2. Mr. Ashishkumar Dhakan Member & Independent Director
3. Mrs. Sejal Soni Member & Non Executive Director

B. Stakeholders Relationship Committee:

The Scope of the Shareholders/ Investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non- receipt of annual report, non-receipt of dividend etc, and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

The Stakeholders Relationship Committee is duly constituted, during the financial year 2018-2019 4 (Four) Meetings of the Stakeholders Relationship Committee were held on 28th May, 2018, 11th August 2018, 14th November, 2018 and 12th February, 2019.

The Composition of the Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Mrs. Sejal Soni Chairman & Non Executive Director
2. Mr. Ashishkumar Dhakan Member & Independent Director
3. Mrs. Arthi Khandelwal Member Independent Director

C. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The Nomination & Remuneration Committee is duly constituted, during the financial year 2018-2019, 1 (One) Meetings of the Nomination & Remuneration Committee were held on 28th May, 2018.

The Composition of the Committee is as under:

Sr. No Name of the Director Category of Directorship
1. Ms. Arthi Khandelwal Chairman & Independent Director
2. Mr. Ashish Dhakan Member & Independent Director
3. Mrs. Sejal Soni Member & Non Executive Director

13.BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and Stakeholders Relationship Committees.

The Meeting of Independent Directors were held on 29.03.2019 in which the performance of the Company as well as the Board was evaluated by the Directors and a Separate Report on it were submitted to the Board.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. -The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidate s appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- -vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. INDEPENDENT DIRECTORS:

- The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013.

B. CHANGES IN KMP:

- Mr. Abhishek Halan was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 21st November, 2018 who resigned from the post of Company Secretary w.e.f. 11.06.2019 and was then replaced by appointing Mr. Vedant Bhatt as Company Secretary & Compliance Officer of the Company from 12th June, 2019.

- Mr. Vinay Mehta resigned from the post of Managing Director of the Company w.e.f. 20.04.2019 and Mr. Dharav Dani was appointed as Managing Director of the Company w.e.f 20th April, 2019.

16. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act 2013 is not applicable.

17. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment. There is no woman employee in the company. However the company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and redressal) Act, 2013.

During the year ended 31st March, 2019, no complaint pertaining to sexual harassment was received by the Company.

18. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

• that in the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards had been followed along with proper explanation relating to material departures.

• that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

• that the Directors had taken proper and sufficient care 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, and,

• The Directors had prepared the accounts for the financial year ended 31st March, 2019 on a going concern basis.

• 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.

• 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.

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

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company s operations.

20. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors are satisfied with the adequacy of the internal control system in force in all its major areas of operations of the Company. The Company has an external firm of Chartered Accountants as Internal Auditors to observe the Internal Controls, whether the work flows of organization is being done through the approved policies of the Company and similar matters. Internal Auditors present its report to the Audit Committee. The audit committee assists the board of directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the company s auditors including, the financial, internal and secretarial auditors and based on their inputs, the board is of the opinion that the company s internal controls are adequate and effective.

21. AUDITORS & AUDITORS REPORT:

The Board had appointed M/s. Koshal & Associates Chartered Accountants, as statutory auditors of the Company in the 22nd Annual General Meeting who is supposed to hold office from the conclusion of 22nd Annual General Meeting (AGM) for a period of five (05) consecutive years, subject to the ratification by the shareholders at each AGM held after the previous AGM.

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

The Ministry of Corporate Affairs vide notification dated 07/05/2019 notified several Sections of the Companies (Amendment) Act, 2018. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Companies Act, 2013, at each AGM is no longer required.

22. INTERNAL AUDITORS :

The Company has re-appointed Mr. Bhusan Adhatrao, Chartered Accountants, Mumbai as Internal Auditor of the Company for financial year 2019-20.

23. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Ms. Vinita Vahitra of M/s. Vahitra & Associates Company Secretaries in practice as Secretarial Auditor of the Company for the financial Year 2018-19. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board s Report. This report contains no reservations or qualifications, adverse remark or disclaimer.

24. EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-B in the prescribed Form MGT-9, which forms part of this Report.

25. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relation the date of this report.

26.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section 134(3)(m) of the Company Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable.

FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

27. COST RECORDS:

The company is not required to maintain Cost Records as specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013.

28. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations. Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

29. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behaviour in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

30. STOCK EXCHANGES:

The Company s shares are listed on the Bombay Stock Exchanges:

31. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned therein.

32. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report.

33. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report.

34. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

Registered Office: For Fischer Chemic Limited
104, First Floor Raghuleela Mega Mall
Behind Poisar Depot, Kandivali West,
Mumbai - 400067.
Sd/-
Date: 13.08.2019 Mr. Dharav Dani
Place: Mumbai Chairman