garodia chemical ltd share price Directors report


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<dhhead> DIRECTORS’ REPORT </dhhead>

To

The Members,

Garodia Chemicals Limited

149/156, Garodia Shopping Centre,

Garodia Nagar, Ghatkopar East, Mumbai - 400077

Your directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results:

The Companys performance during the year ended 31st March, 2023 as compared to the previous financial year, is summarized below:

"In Rs".

Particulars

For the financial year ended31st March, 2023

For the financial year ended 31st March, 2022

Income

-

75

Less: Expenses

5,99,716

10,26,563

Profit/ (Loss) before tax

(5,99,716)

(10,26,488)

Less: Provision for tax

-

-

Income Tax of earlier years w/off

-

-

Exception Income

-

-

Exception expenditure

-

-

Profit after Tax

(5,99,716)

(10,26,488)

APPROPRIATION

Interim Dividend

-

-

Final Dividend

-

-

Tax on distribution of dividend

-

-

Transfer of General Reserve

-

-

Balance carried to Balance sheet

(5,99,716)

(10,26,488)

b. OPERATIONS:

During the period under review, the Company has not carried on any business activities.

c. DIVIDEND:

With a view to Preserve resources of the company, your directors have not recommended any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying with Unpaid Dividend A/c of the Company.

e. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to Reserves.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year underreview. Hence, the requirement for furnishing of details relating to deposit covered under Chapter V of the Act or the details of deposits which are not incompliance with the Chapter V of the Act is not applicable.

h. LOANS FROM DIRECTORS OR DIRECTORS’ RELATIVES:

During the course under review the Company has taken a loan from Mr. Maheshkumar Garodia and Mr. Nishant M Garodia who is director of the company, and thus they have respectively given the declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014: -

Sr no. Name of Director giving Loan

Amount

1. Maheshkumar Garodia

4,10,30,598

2. Nishant M Garodia

19,25,272

i. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES.

All the related party transactions/contracts/arrangements that were entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 during the year under review were on an arm’s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

The details of all the Related party Transactions are mentioned in AOC-2 which forms part of this Report.

j. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange earnings and outgo etc. (if any) are furnished in Annexure II whichforms part of this Report.

k. ANNUAL RETURN:

Pursuant to the provisions of Section 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 Section 92(3) of the Act is uploaded on the website of the company therefore the Company will place the Extract of the Annual Return (as at 31st March 2022 and as at 31st March 2023), referred to in Section 92(3) in MGT-9 format on the below mentioned web-address:- http://www.gchem.org/InvestorRelation.html

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES ANDSECURITIES:

The Company has not made any loans, guarantees and investments coveredunder section 186 of the Act.

m. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT.

There was no instance of one- time settlement with any bank or Financial Institution.

n. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (if applicable).

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

o. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the Financial Year of the Company and date of this report.

p. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

There was no change in Directorship of the Company and Key Managerial Personnel during the year under review.

i. Appointment:

There was no appointment during the financial year 2022-23.

ii. Resignation:

None of the Directors of the Company has resigned as Director of the Company.

iii. Changes in the Key Managerial Personnel:

During the year under review, Ms. Shreya Ramkrishnan, the Company Secretary & Compliance Officer of the Company has resigned w.e.f., 8th August 2022.

iv. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors were liable to retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Mahesh Garodia (holding DIN: 01250816) is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment. The Board of Directors recommends the re-appointment of Mr. Mahesh Garodia as a Director of the Company. The detailed profile of Mr. Mahesh Garodia, recommended for re-appointment is mentioned in the Notice for the AGM in pursuance to Secretarial Standards-2 and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) DECLARATIONS BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. BOARD MEETINGS:

The Board of Directors met 04 times during the financial year ended 31st March 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Kunal Naik

- Chairman,

2. Mr. Brian Fernandes

- Member.

3. Mr. Mahesh Garodia

- Member.

The Audit Committee met 04 times during the financial year ended 31st March 2023 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The scope and terms of reference of the Audit Committee have been in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements ofSection 178 of the Act.

The Composition of the Committee is as under:

1. Mr. Kunal Naik

- Chairman & Independent Director

2. Mr. Brian Fernandes

- Member

The members of the Nomination and Remuneration committee met onceduring the year under review.

The Board has in accordance with the provisions of sub-section (3) of Section178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee, as constituted by the Board of Directors of the Company is in accordance with the requirement of the Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 178 of the Companies Act, 2013. The said Committee comprises of:

1. Mr. Kunal Naik -

Chairman

2. Mr. Mahesh Garodia-

Member

3. Mr. Brian Fernandes -

Member

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhering to the highest standards of ethical, moral and legal conduct of business operations.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategicbusiness plans and in periodic management reviews.

g. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provision of Corporate Social Responsibilities is not applicable to theCompany.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship, other Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board the exercise was carried out by feedbacksurvey from each directors covering Board functioning such as composition ofBoard and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

In a separate meeting of Independent Directors held on 10th Feburary, 2023 performance of non- independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of Executive director.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR

ENDED 31ST MARCH 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2023 read withthe explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)of the Companies Act, 2013. b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013,mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s SV Kulkarni and Associates had been appointed to issue Secretarial Audit Report for the financial year 2022-23.

Secretarial Audit Report issued by M/s SV Kulkarni and Associates, Practising Company Secretaries in Form MR-3 for the financial year 2022-23 forms part to this report Annexure III. The said report has some observation in the Secretarial Audit Report requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 as below:

Observations

Reply/ Explanations of the Board of Directors

Sec.138 of the Companies Act,2013- The company had not appointed the internal Auditor for the F.Y.2022-23.

The company shall appoint the Internal auditor at the earliest.

Sec.149(1) of the Companies Act,2013- The company had not appointed a women director, during the period under review

The company shall appoint the Independent Director at the earliest.

Sec.203 of the companies Act, 2013and Regulation 6(1), SEBI (LODR) Regulations, 2015: - The Company had not appointed the CFO during the period under review. The Company Secretary of the company resigned on 08th August 2022 i.e., during the period under review. Further the company appointed Company Secretary on 04th September 2023.

The company shall appoint the CFO at the earliest.

Regulation 31(2) SEBI (LODR), Regulations, 2015- The partial shareholding of promoter(s) and promoter group was not in dematerialized form.

The Company shall convert the same in dematerialized form at the earliest.

Regulation 46, SEBI (LODR), Regulations, 2015:- The company had a website but it is not updated during the period under review.

The Company shall be updating the website soon.

Regulation 3(5), SEBI (PIT), Regulations, 2015:- The company has not maintained a Structured Digital Database as required under regulation 3(5) of SEBI (PIT), Regulations, 2015.

The Company has already purchased the software and shall be updating the SDD on regular basis.

c. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Laxmikant Kabra & Co., Chartered Accountants, (FRN: 117183W), the Statutory Auditors of the Company have been appointed for a term of 5 years till the Annual General Meeting for the financial year 2027.

d. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER

SECTION 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which canhave impact on the going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2023 and of the profit/loss of the Company for that year;

c. Proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a goingconcern basis.

e. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate andoperating effectively.

f. 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.

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in thecompany.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT,2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT,2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as perprovisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. DISCLOSURE UNDER SECTION 197(12) OF COMPANIES ACT, 2013

During the financial year under review, the Company did not have any employees on the payroll of the Company. Therefore, there are no relevant disclosures under the provisions of Section 197(12) of Companies Act, 2013.

i. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As stated earlier, during the financial year under review, the Company didnot have any employees.

j. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review,as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is given separately which may be taken as forming part as "Annexure II" to this Report.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For Garodia Chemicals Limited

SD/-

Mahesh Garodia

Whole-Time Director & Chairman

DIN: 01250816

Address: Namakwala, M. G. Road,

Ghatkopar (East), Mumbai-400077

Registered Office: 149/156, Garodia Shopping Centre,Garodia Nagar, Ghatkopar East,

Mumbai City-400077

Date: 30th May, 2023

Place: Mumbai