Master Chemicals Ltd Directors Report.

To,

The Members,

Master Chemicals Limited,

Sahara India Point, CTS 40-44,

S.V. Road, Goregaon (West),

Mumbai - 400 104.

The Directors of your Company are presenting their Thirty Ninth Annual Report of the Company on the operations and financials of the Company for the year ended on 31st March 2019.

FINANCIAL RESULTS:

(Rs. In Thousand)

PARTICULARS 2018-2019 2017-2018
Total Income - -
Total Expenditure 662.43 526.02
Profit (+ )/ Loss (-) before Tax (526.02) (526.02)
Provision for Taxation - -
Prior Period Items 129.37 82.03
Net Profit (+) / Loss (-) after Tax (533.06) (443.99)
Balance carried forward to next year (533.06) (443.99)

OPERATIONS:

During the year under review, the total income of the Company was Rs. NIL as also nil income in the previous year. The loss for current fiscal is Rs (533.06)/-. (in thousands)

DIVIDEND:

Due to lack of profit, the Board of Directors has not recommended any dividend for the financial year 20182019.

CAPITAL ISSUE

During the financial year 2018-2019 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2019 the paid-up Equity Share Capital of the Company is Rs. 24,50,000/-. Of the total paid up share capital of the Company, 70.12 % is held by Promoters and Promoter Group, and balance of 29.88 % is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Nabi Ahamad, Director of the Company, is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. The Board recommends his name for re-appointment as Director of the Company.

During the year, Shri Ajay Kumar Dasgupta, Independent Director of the Company, has resigned from the post of Directorship of the Company w.e.f. 12.02.2019. Shri Kriti Kumar Ganguly was appointed as Additional Directors by Board w.e.f. 12.02.2019 and also Independent Director subject to approval of the members of the Company at the ensuing Annual General Meeting. The Board has recommended to shareholders for seeking their approval for appointment as Ordinary Director of the Company.

Profile and other information of the aforesaid Directors, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS:

Shri Kriti Kumar Ganguly (DIN: 08214967), the Independent Director of the Company, has submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that he meet the criteria of Independence as provided in Sub -Section 149(6) and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company arranged familiarization programmes for the Independent Directors. The Independent Directors have already been informed about their duties, rights, responsibilities and Code of Conduct including various recent changes of the Companies Act, 2013 in the Board Meeting of the Company. The details of familiarization programme for Independent Director are available on the website of the Company at-www.masterchemicals.in.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company Pursuant to Section 203 of the Companies Act, 2013 and Rules made thereunder:

1. Shri Brijendra Awasthi - Manager

2. Shri Subash Raju Kanumuri - Chief Financial Officer

3. Shri Rajan Kumar Singh- Company Secretary & Compliance Officer

The Company has appointed Shri Rajan Kumar Singh as Company Secretary, w.e.f. 17.04.2019 and Shri Brijendra Awasthi, as Manager of the Company w.e.f 17.04.2019.

AUDITORS:

At the 37th Annual General Meeting of the Company held on 28th September 2017 the Members approved appointment of M/s Gupta Rustagi & Co., Chartered Accountants, Mumbai (Firm Regn No. 128701W), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of 42nd Annual General Meeting of the company subject to ratification by shareholders at each Annual General Meeting.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought. The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

AUDITORS REPORT:

The Report of the Statutory Auditors M/s. Gupta Rustagi & Co., Chartered Accountant, Mumbai, on the financials of the Company for the Financial Year 2018-2019 is self-explanatory and lacks any qualifications and hence needs no further explanations.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit during the year under review.

AUDIT COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors in Compliance with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, known as Audit Committee in its meeting held on 20th March, 2015. During the year, Shri Kriti Kumar Ganguly was appointed as Independent Director of the Company in place of Shri Ajay Kumar Dasgupta, who has resigned from the post of Directorship of the Company w.e.f 12.02.2019. Audit Committee was reconstituted after appointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this, the Committee was re-constituted with following members at present:

Shri Nabi Ahamad Chairman
Shri Kriti Kumar Ganguly Member
Smt Rana Zia Member

Out of three committee members, two are Independent Directors. The Chairman of the Audit Committee is an independent Director which is in Compliance with the Regulations 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013..

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors known as Remuneration Committee in its meeting held on 20th March, 2015 (pursuant to the requirement of Section 177 of the Companies Act, 2013) to deal with matters related to managerial remuneration of company as may be required from time to time.

During the year, Shri Kriti Kumar Ganguly was appointed as Independent Director of the Company w.e.f 12.02.2019. Nomination and remuneration Committee was reconstituted after appointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this, the Committee was re-constituted with following members at present:

Shri Kriti Kumar Ganguly Chairman
Shri Nabi Ahamad Member
Smt Rana Zia Member

During the year under review, a meeting of the Nomination and Remuneration Committee of the Company was held on 12.02.2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted Stakeholders Relationship Committee pursuant to Section 178 of the Companies Act, 2013.

During the year, Shri Kriti Kumar Ganguly was appointed as Independent Director of the Company in place of Shri Ajay Kumar Dasgupta, who has resigned from the post of Directorship of the Company w.e.f 12.02.2019. Stakeholders Relationship Committee was reconstituted after appointment of Shri Kriti Kumar Ganguly w.e.f. 12.02.2019.

As a result of this, the Committee was re-constituted with following members at present:

Shri Nabi Ahamad Chairman
Shri Kriti Kumar Ganguly Member
Smt Rana Zia Member

During the period under review, the Company has not received any complaint from the Shareholders/Investors. No Meetings of Stakeholders Relationship Committee of the Company were held during the financial year 2018-2019.

The Stakeholders Relationship Committee Meetings are held whenever required in case the grievances of investors stand unresolved by the Registrar and Share Transfer Agent of company, Link Intime India Private Limited.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place, Policy on Prevention, Prohibition and Redressal of Sexual Harrasement for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complain Committee (ICC) has been in place to redress complaints received regarding Sexual Harrasement. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants and ICC, while dealing with issues related to Sexual Harassment at workplace.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The details of the vigil mechanism are mentioned in the Corporate Governance Report and also available on the Companys website at www.masterchemicals.in.

CORPORATE SOCIAL RESPONSIBILITY:

As required under Companies Act, 2013, Corporate Social Responsibility has been formed and constituted. However no amount has been transferred in view of loss incurred by the Company for the Financial Year 2018-19.

NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Nomination & Remuneration Policy for determining qualifications, positive attributes and independence of a Director and criteria for Directors appointment and remuneration. The features of this policy are as follows:

1. The Company, while constituting the Board shall draw members from diverse fields such as finance, law, management, technical, marketing, manufacturing or other disciplines related to the Companys business. There shall be no discrimination on the basis of gender, while determining the Board Composition.

2. A Director shall be a person of integrity, who possesses relevant expertise and experience. He shall uphold ethical standards of integrity and probity and act objectively and constructively. He shall exercise his responsibilities in a bona-fide manner in the interest of the Company, devote sufficient time and attention to his professional obligations for informed and balance decision making, and assist the Company in implementing the best corporate governance practices.

3. An Independent Director should meet the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, concerning independence of Directors. The Companies shall also obtain certification of independence from the Independent Director in accordance with the Companies Act, 2013.

4. The objective of policy is to have a compensation framework that will reward and retain talent.

5. The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meet appropriate performance benchmarks.

6. Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and variable pay, reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals.

7. The above will take into consideration industry performance, customer performance and overall economic environment.

DETAILS OF BOARD MEETINGS:

During the financial year under review, the Company had 4 board meetings on 29.05.2018, 14.08.2018, 12.11.2018 and 12.02.2019.

EXTRACT OF ANNUAL RETURN:

The information required under Section 92(3) and 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in prescribed format Form MGT-9 is annexed herewith marked as Annexure-1 to this Report.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed to this Report vide Annexure 2.

In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges). There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website.

Details of the transactions with Related Parties are provided in the accompanying financial statements. There were no transactions during the year which would require to be reported in Form AOC-2.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED:

Details of loans, guarantees, investments and securities provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are provided in notes forming part of the financial statements.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, time devoted etc.

REPORT ON ENERGY COSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND RESEARCH AND DEVELOPMENT.

Energy conversion, technology absorption, are not applicable to the Company in accordance with provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

During the year under review, there was no foreign exchange earnings and outgo.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion Analysis, which is a part of this report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s C.P Shukla & Co., Company Secretary in practice, Lucknow, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31,2019 is annexed herewith marked as Annexure-3 to this Report.

CORPORATE GOVERNANCE:

Corporate Governance Guidelines as specified in the Listing Agreement with Stock Exchanges is applicable to the Company from the Financial Year 2001-02. The Company has complied with the Guidelines of Corporate Governance and as required by Schedule V (C) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a separate report on the Corporate Governance is forming part of this Annual Report. A Certificate by Practicing Company Secretary on the Compliance with the guidelines of the LODR, 2015 on the Corporate Governance is forming part of this Annual Report. (Annexure-4)

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, confirm that:-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure from following the accounting Standards.

b. they have, in selection of accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the Profit or Loss of the Company for that period.

c. they have taken proper and sufficient care to the best of their knowledge and ability, 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 preventing and detecting fraud and other irregularities.

d. they have prepared the annual accounts on a Going Concern basis, and

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL

There have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

Statutory Auditors of the Company have not reported any incident related to fraud during the financial year 2018-19 to the Audit Committee or Board of Directors under Section 143(12) of the Companies Act 2013.

ACKNOWLEDGEMENTS:

Employees are our vital and most valuable assets of the Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Companys success. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. Ministry of Corporate Affairs, SEBI, the Stock Exchange, Depositories and other stakeholders including producers and vendors.

For and on behalf of the Board of Directors of
Master Chemicals Limited
Sd/- Sd/-
Rana Zia Nabi Ahamad
Date: 07.08.2019 (Director) (Director)
Place: Lucknow DIN: 07083262 DIN:07143915