To Members,
SM DYECHEM LIMITED
Your Directors present Thirty Fifth Annual Report together with the Audited Financial
Statements for the year ended 31st March 2020.
FINANCIAL RESULTS:
(Rs. in 000)
| PARTICULARS |
2019-2020 |
2018-2019 |
| Total Income |
1,80,000 |
186,266 |
| Profit/(Loss) before Depreciation, Interest and Tax |
1,580 |
2,697 |
| Less: Depreciation |
- |
- |
| Add: Tax adjustments for earlier year |
- |
- |
| Profit/(Loss) after tax |
1,580 |
2,697 |
FINANCIAL SUMMARY OR HIGHLIGHTS:
During the year under review, the Company has total revenue of Rs. 180,000 Thousands
[previous year Rs. 1,86,266 Thousands] and earned profit of Rs. 1,580 Thousands [previous
year profit of Rs. 2,697 Thousands].
CHANGE IN NATURE OF BUSINESS:
During the reporting period, the Company has not changed its nature of business and has
been continuing with the same line of business.
STATUS WITH NCLT/REGULATORS OR COURTS OR TRIBUNALS:
The Company has largely implemented the Modified Draft Rehabilitation Scheme (MDRS)
which has been approved as a Resolution Plan by the Honble National Company Law Tribunal
(NCLT) Mumbai Bench vide its order dated 30th July 2018. In addition, BSE Ltd
by its order dated 03.07.2018 has compulsorily delisted the shares of the company from BSE
Ltd. The company and the promoters have taken cognizance of the above and have complied
with the residual requirements.
All the payments required to be made as per the approved Resolution Plan have already
been made. An amount of Rs. 1,318 Thousands representing unpaid unsecured creditors and
unclaimed matured deposit Rs. 7 Thousands as per original scheme sanctioned by Honble
BIFR (SS08) unsecured creditors have remained unclaimed despite efforts by the board in
reaching to the claimants.
The Board is also taking necessary steps for implementation of the residual
compliances.
DIVIDEND:
Your Directors regret that due to accumulated losses, no dividend could be recommended
for the year.
RESERVES:
The Company has not proposed to transfer any amount to the reserves for the financial
year 2019-20.
SHARE CAPITAL:
During the financial year there was no change in the Share Capital of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
Due to global pandemic COVID-19 situations and lockdown imposed throughout the country,
the business places of the Company were shut down from 23rd March 2020 and were gradually
started as per the guidelines of the statutory authorities. It might have an impact on
normal business operations of the Company. The Company has considered the possible effects
of COVID-19 and will continue to closely monitor any material changes arising out of
future economic conditions and impact on its business.
EXTRACT OF THE ANNUAL RETURN:
The extract of Annual Return as provided under sub-section (3) of section 92 of the
Companies Act, 2013 (‘the Act) in prescribed form MGT-9 is enclosed as "Annexure
A" to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Mr. Hersh Shah (DIN: 07570075) was appointed as an
additional director of the Company w.e.f. 30th April 2019 as well as appointed
as Chief Financial Officer w.e.f.
1st July 2019. The appointment of Mr. Hersh Shah was regularised as Director
of the Company at the Annual General Meeting of the Company held on 27th
September 2019.
Mr. Ravi Prakash Bhati (DIN: 07959366) resigned from the post of Director w.e.f. 30th
April 2019 and was appointed as a Manager of the Company w.e.f. 1st July 2019
whereas Mr. Pramod Kale was appointed as the Company Secretary of the Company w.e.f. 1st
July 2019.
Further, due to personal reasons, Mr. S. M. Shetty (DIN: 00294206)Promoter/Chairman
& Managing Director of the Company has resigned from the Board w.e.f. from 30th
May 2019. However, he was further re-appointed as additional director w.e.f. 9th
January 2020 whereas Mr. C R Murali (DIN: 00533104) had resigned from the post of director
with effect from 9th January 2020. Your Directors recommend the regularization
of Mr. S. M. Shetty (DIN: 00294206) as Director at the ensuing Annual General Meeting of
the Company.
Mr. Hersh Shah, Director of the Company retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible, offers himself for re-appointment.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
The Company had Nine (9) Board meetings during the financial year under review. The
intervening gap between the two consecutive meetings was within the period prescribed
under Section 173 of the Companies Act, 2013.
AUDIT COMMITTEE:
The Audit Committee met once during the financial year on 5th September
2019. The composition of Audit Committee as on 31st March, 2020 are as follows:
1. Mr. Nilesh Gandhi - Chairman
2. Mr. Hersh Shah - Member
3. Ms. Priti Gandhi - Member
REMUNERATION POLICY:
The Board of Directors has on recommendations of the Nomination & Remuneration
Committee outlined policy for selection & appointment of Directors, Key Managerial
Personnel & Senior Management and also to decide their remuneration along with the
perks. The Nomination & Remuneration Committee revises the remuneration from time to
time depending upon the performance of the Company and the Individual Directors/Key
Managerial Personnel and other Senior Management Personnel. The remuneration policy takes
into account the circumstance of business so as to attract and retain quality talent and
leverage performance significantly. A copy of the Remuneration policy of the Company is
attached and annexed as "Annexure B".
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the
Company hereby states and confirms that:-
(i) In the preparation of the Annual Accounts, applicable accounting standards have
been followed along with proper explanation relating to material departures;
(ii) The Directors have 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 accounting year and of
the loss of the company for that year;
(iii) The Directors have 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;
(iv) The Directors have prepared the Annual Accounts on a going concern basis
(v) The Directors have devised proper system to ensure compliance with the provision of
all applicable laws and that such systems were adequate and operating effectively.
AUDITORS:
In compliance with the Companies (Audit and Auditors) Rules, 2014, Jignesh Goradia
& Associates, Chartered Accountants (FRN : 114719W), has been appointed as Statutory
Auditors of the Company to hold office till the conclusion of Thirty Eighth Annual
General Meeting, as approved by the members at their Thirty Third Annual General Meeting
held on 30th November 2018.
BOARDS COMMENTS ON AUDITORS QUALIFICATION / RESERVATION / ADVERSE REMARK OR
DISCLAIMER:
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12) of the
Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013:
The details of loans given and investments made is provided at Note. 7 and 9 of the
Financial Statement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB
SECTION (1) OF SECTION 188:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arms-length
basis.
DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The Company did not have any major power and fuel consumption during the year under
consideration. No foreign exchange earnings and expenditure were made during the year
under consideration. And hence the company has nothing to report as an annexure required
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DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations of Independence as stipulated under Section
149(7) of the Companies Act, 2013 from Independent Directors.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the period under review, the Company does not have any subsidiary, Joint
ventures and Associate Company.
PARTICULARS OF EMPLOYEES:
In terms of Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits set out in the said rules are
required to be provided in the Annual Report. However there were no employees who were in
receipt of remuneration for which details need to be disclosed. Hence, Rule 5(2) and 5(3)
are not applicable to the Company.
RISK MANAGEMENT:
The Company has in place a mechanism/risk management framework to identify, assess,
monitor and mitigate various elements of risks to key business objectives. Major risks
identified by the businesses and functions, if any, are systematically addressed through
mitigating actions on a continuing basis.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial control with reference to accuracy
and completeness of financial statements. During the year, such controls were tested and
no reportable material weaknesses in the operations of the Company was observed.
SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
DISCLOSURE UNDER 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 endeavour of the Management of the Company to create and
provide an environment to all its employees that is free from discrimination and
harassment including sexual harassment. The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder for prevention and redressal of complaints of sexual
harassment at workplace. During the year ended 31st March 2020, no complaints pertaining
to sexual harassment was received by the Company.
During the year under review there were only three employees, so there is no need to
constitute Internal Complaints Committee.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank and acknowledge with gratitude the
co-operation and assistance received from various Government Authorities, Professionals
and other Agencies during the accounting period under reference.
The Directors also wish to place their deep appreciation to the continued trust and
confidence reposed by the Shareholders of the Company.
| On behalf of the Board For SM Dyechem Limited |
|
| Nilesh M Gandhi |
Hersh Shah |
| DIN:00028536 |
DIN:07570075 |
| Place: Mumbai |
|
| Date: 01.12.2020 |
|
+91-9892691696
