Yash Chemex Ltd Directors Report.

TO

The Members of Yash Chemex Limited

Your Directors have pleasure in presenting the Directors Report along with the Audited Financial

Statements for the Financial Year (F.Y.) 2019-20.

FINANCIAL SUMMARY:

Your Companys Standalone and Consolidated performance during the Financial Year (F.Y.) 2019-20 as compared with that of the previous Financial Year (F.Y.) 2018-19 is summarized below:- (Amount in Lacs)

Particulars Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Income 6725.49 9243.37 7941.56 9937.01
Profit Before Taxation & Exceptional Items 243.45 274.90 402.04 369.09
Add: Exceptional Items 0 0 0 0
Profit Before Taxation (PBT) 243.45 274.90 402.04 369.09
Less: Tax Expense (64.55) (79.81) 106.78 109.06
Profit after Taxation (PAT) 178.90 195.08 295.26 260.03

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS SUBSIDIARY

Review of Operations / State of Affairs of the Company:

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2019-20.

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net revenue from operations stood at Rs. 67.25 crores compared with Rs. 92.43 Crores in the Previous Year. The operating profit before tax stood at Rs. 2.43 crores as against Rs. 2.74 crores in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 2.93 crores compared to Rs. 3.13 crores reported in the Previous Year. The Net Consolidated Revenue from operations for financial year 2019-20 was at Rs. 79.41 Crores as against Rs. 99.37 crores in the Previous Year. The Consolidated operating profit before tax stood at 4.02 crores as against Rs. 3.69 crores in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 4.10 crores compared to Rs. 3.78 crores reported in the Previous Year.

The Chemical Industry in India is witnessing an unprecedented growth opportunity largely due to International events. For a company like Yash Chemex, which is into chemical intermediates, the opportunity stands accentuated as its products support a wide range of industries. In the current scenario, Chemical Intermediates are witnessing a big jump in demand both due to growing demand from domestic end user industries and reduced availability of intermediates from China. Your Company expects the situation to remain conducive in the foreseeable future.

Your Company has interests in several businesses including FMCG products like Perfume, Pocket Perfumes, Body Deodorant Sprays, Refreshing Toners, Hair-Re-Growth Oil, hand-made Natural Soaps and manufacturing of Industrial Dyes, Pigments Paste and Intermediates through its subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiary in the Form AOC-1 is annexed and form part of the Annual Report as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of the Subsidiary and other documents are available on your Companys website: www.yashchemex.com.

COVID-19

The operations of the Company were affected due to the lockdown announced by the Government of India to control the spread of Corona virus. The Companys trading operations were hit substantially from 24th March, 2020 till 20th May, 2020 when lockdown was gradually lifted with the certain limitations. Corporate Offices and godowns were fully shut during this lockdown period. And the company had resumed operations from 20th May, 2020 with the functioning guidelines issued by Ministry of Home Affairs (MHA). The Company has adhered to the Guidelines as specified by the Government of India and complying with all safety measures to safeguard its employees from COVID-19 disease. The Company has formulated policy for work from home for all employees.

MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:

There have been no material changes and commitments affecting the financial position of your

Company which have occurred between March 31, 2020, and the date of this Directors Report.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2019-20.

TRANSFER TO RESERVES

Your Company has earned adequate profit during the financial year 2019-20. The directors have decided to plough back the profit into the business and transfer balance of profit to the General Reserve.

SHARE CAPITAL

There has been no change in the Companys Issued, Subscribed and Paid-up Equity Share Capital in between the end of financial year 31st March, 2019 and 31st March, 2020. On 31st March, 2020, the

Equity Share Capital stood at Rs. 1024.34 Lacs, divided in to 10243425 Equity Shares of Rs. 10 each.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return of the Company in Form MGT-9 are annexed as Annexure B to this Annual Report. The same is available on the website of the Company i.e., http://www.yashchemex.com.

DEPOSITS

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Yashwant C. Shah, Whole Time Director, aged 80 years has been re-appointed as a Whole Time Director in the Company for a period of 3 (Three) Years with effect from 3rd September, 2019 to 2nd September, 2022

In accordance with the Act and Articles of Association of the Company, Mr. Yashwant C. Shah, Whole Time Director, retires by rotation and and being eligible himself for reappointment. The Nomination and Remuneration Committee and the Board of Directors recommended his Re-appointment.

Mr. Yashwant C. Shah shall retire by rotation at the ensuing 14th Annual General Meeting (AGM) of the Company in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible offer himself for re-appointment.

Ms. Vrusha A. Patel (DIN:07772669), Non-Executive Director has been re-appointed as a Non-Executive Independent Director of the Company in accordance with the provisions of the Section 149, 152 of the Companies Act, 2013 . Board of Directors at their meeting held on 03rd September, 2020 considered the recommendation of NRC and approved the re-appointment of Ms. Vrusha Patel as Independent Director for the Second term of one year, subject to approval of Members.

Ms. Aesha J. Mashru, resigned from the post of Company Secretary of the Company w.e.f. September 01, 2019 in terms of the provisions of Section 168 of the Companies Act, 2013.

Ms. Charmi D. Shah appointed as a Company Secretary of the Company w.e.f December, 24, 2019 pursuant to Rule 8A of the Companies Appointment and Remuneration of Managerial Personnel Rule, 2014 and such other applicable provisions of the Companies Act, 2013 .

The following are the Key Managerial Personnel (KMP) of your Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2019-20:-

1. Mr. Pritesh Y. Shah -Managing Director

2. Mr. Yashwantlal C. Shah-Whole Time Director

3. Mrs. Dimple P. Shah-Director

4. Ms. Aesha J. Mashru-Company Secretary and Compliance Officer (Resigned w.e.f 01st September, 2019)

5. Ms. Charmi D. Shah-Company Secretary and Compliance Officer (Appointed as on 24th December, 2019)

6. Mr. Kiritkumar H. Shah Chief Financial Officer

POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e., http://www.yashchemex.com

DECLARATION OF INDEPENDENCE BY INDEPENDENTDIRECTORS:

As on March 31, 2020, the following Directors on the Board were Independent:

Mr. Jinal D. Shah (Independent Director)
Ms. Angee R. Shah (Independent Director)
Ms. Vrusha A. Patel (Independent Director)

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 3 (three) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

MEETINGS OF THE BOARD OF DIRECTORS:

The Meetings of the Board of Directors are pre-scheduled and intimated to all the Directors in advance in order help them plan their schedule. However, in case of special and urgent business needs, approval is taken either by convening meetings at a shorter notice with consent of all the Directors. There were 10 (Ten) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2019-20, (i.e., May 28, 2019, May 30, 2019, June 25, 2019, July 12, 2019, August 09, 2019, September 05, 2019, November 14, 2019, December 24, 2019, January 17, 2020 and February 11, 2020 ).

The maximum gap between two Board Meetings did not exceed 120 (One Hundred Twenty) days.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has an ongoing Programme where Directors in the course of meeting of the Board of Directors give information about Chemical Business developments, Expansion of the Company and various amendments in legal and regulatory areas which include Assess the quality, quantity and timelines of flow of information between the Company management and the board that is necessary for the Board Members to effectively and reasonably perform their duties.

AUDIT COMMITTEE:

Pursuant to the provisions of Section 177(8) of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted an Audit Committee of the Board of Directors. The Audit Committee comprises of the following Members:-

1. Mr. Jinal D. Shah (Chairman - Non-Executive, Independent Director)

2. Ms. Angee R. Shah (Member Non-Executive-Independent Director)

3. Ms. Vrusha A. Patel (Member - Non-Executive-Independent Director)

4. Mr. Pritesh Y. Shah (Member-Executive Director)

The Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2019-20, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

There were 5 (Five) Meetings of the Audit Committee held during the Financial Year 2019-20 (i.e., on May 28, 2019, July 12, 2019, August 09, 2019, November 14, 2019 and February 11, 2020).

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Nomination and Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee comprises of the following Members:-

1. Mr. Jinal D. Shah (Chairman - Non-Executive, Independent Director)

2. Ms. Angee R. Shah (Member Non-Executive-Independent Director)

3. Ms. Vrusha A. Patel (Member - Non-Executive-Independent Director)

There were

4 (Four) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2019-20 (i.e., on May 28, 2019, July 12, 2019, September 05, 2019 and January 02, 2020).

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act,2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders Relationship Committee of the Board of Directors, comprising of the following Members as on March 31,2019:-

1. Mr. Jinal D. Shah (Chairman - Non-Executive, Independent Director)

2. Ms. Angee R. Shah (Member Non-Executive-Independent Director)

3. Ms. Vrusha A. Patel (Member - Non-Executive-Independent Director)

During the Financial Year 2019-20, 3 (Three) Meeting of the Stakeholders Relationship Committee was held, i.e., on April 05, 2019, July 15, 2019 and January 13, 2020.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year 2019-20 i.e., on March 20, 2020.The Meeting of the Independent Directors was conducted in an informal manner without the presence of the Chairman, Managing Director, Chief Financial Officer and the Company Secretary & Compliance Officer.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organisation without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. Mr. Jinal D. Shah, has been appointed as the ‘Whistle Blowing Officer, and his contact details have been mentioned in the Policy. Furthermore, employees are also free to communicate their complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews reports made under this policy and implements corrective actions, wherever necessary.

PERFORMANCE EVALUATION:

The Board has carried out an Annual Performance Evaluation of its own, the Directors individually as well as the evaluation of the working of its Committees. The performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was carried out by the Independent Directors. A structured questionnaire was prepared after taking in to consideration various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The confidential online questionnaire was responded to by the Directors and vital feedback was received from them on how the Board currently operates and how it can enhance its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. The Board of Directors of your Company has constituted Internal Complaints Committees (ICCs) at Head Office pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

The ICC at the Head Office level consists of the following Members as on March 31, 2020:

1. Mrs. Dimple P. Shah (Chairperson)
2. Ms. Angee R. Shah (Member)
3. Ms. Khiloni H. Sheth (Member)

The Company has formulated and circulated to all the employees, a policy on prevention of sexual harassment at workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

There were no complaints of sexual harassment received by the ICC during the Financial Year 2019-20.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2019-20, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the period under review Company has entered into transactions with related parties. The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Note 44 of standalone Financial Statement. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: www.yashchemex.com. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS:

Your Company is committed to constantly improve the effectiveness of internal financial controls and processes for efficient conduct of its business operations and ensuring security to its assets and timely preparation of reliable financial information. In the opinion of the Board, the internal financial control system of the Company commensurate with the size, scale and complexity of business operations of the Company.

Further, the internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors and were operating effectively.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

The Statutory Auditors and the Internal Auditors were, inter alia, invited to attend the Audit Committee Meetings and present their observations on adequacy of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of Directors noted the observations and accepted the recommendations of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in sub-sections (3)(c) and (5) of Section 134 of the Companies Act, 2013, the Directors of your Company confirm that:-

a. in the preparation of the Annual Accounts for the Financial Year (F.Y.) 2019-20, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 (i.e., March 31, 2020) and of the profit and loss of the Company for that period (i.e., the Financial Year 2019-20);

c. 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;

d. the Directors have prepared the Annual Accounts on a going concern basis;

e. 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; and

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

CORPORATE GOVERNANCE:

As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), a detailed report on Corporate Governance is included in the Annual Report.

Yashree Dixit & Associates, Company Secretaries have certified the Companys compliance requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013, an audit firm can act as auditors of a listed company for a maximum tenure of two terms of 5 consecutive years. For the purpose of reckoning this limit, existing tenure of the auditors needs to be counted. Further, companies have been given a transition time of 3 years from April 1, 2014 to comply with this provision.

As per the above requirement, the board and members approved the Appointment of M/S Harshad Sudhir & Co., Chartered Accountants (Registration No: 129775W) at the 13th AGM for a term of 5 Years from the Financial Year 2019-20 on such terms and conditions. As on 28th May, 2020 the Company has received a Certificate stating the merger of their Firm M/S Harshad Sudhir & Co. into M/S H S K & CO., Chartered Accountants (FRN: 117014W) w.e.f 29th February, 2020. The audit of our company will be handled by M/S H S K & CO., Chartered Accountants w.e.f 01st March, 2020 .

As per the above requirement, the term of Companys auditors, Harshad Sudhir & Co., (Registration

No.129775W) Chartered Accountants, Ahmedabad, comes to an end with effect from 01st March, 2020. After conducting a detailed evaluation and based on the recommendation of Audit Committee, the Board approved the proposal for placing at the 14thAGM the matter of appointment of M/S H S K & CO., Chartered Accountants (FRN: 117014W) as statutory auditors of the Company on the same terms and conditions including remuneration and tenure on which M/s Harshad Sudhir & Co. was appointed by the shareholders and board of directors of the Company. A resolution to that effect forms part of notice of the 14thAGM sent along with this Annual Report.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by M/s. H S K & Co., Statutory Auditors (FRN: 117014W), in their report for the financial year ended March 31, 2020. Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:

The Board of Directors of your Company appointed Yashree Dixit & Associates, Company Secretaries (Membership No.: 52508) as the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the Financial Year 2019-20, pursuant to the provisions of Section 204 of the Companies Act,2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as "ANNEXURE C" to this Boards Report.

The qualification/observation of the Secretarial Auditor is self-explanatory.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THESTATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their report on Financial Statements for the Financial Year (F.Y.) 2019-20.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2019-20.

The qualification/observation of the Secretarial Auditor is self-explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Conservation of Energy: *

I. Steps taken/impact on conservation of energy: N.A.

II. Steps taken by the Company for utilizing alternate sources of energy including waste generated: Nil III. Capital investment on energy conservation equipment: NIL

*Your Company is in Business of trading of Chemical, so in trading business there is no need of Conservation of Energy.

b. Technology Absorption:*

I. The efforts made towards technology absorption; N.A.

II. The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

*Your Company is in Business of trading of Chemical, so in trading business there is no need of Technology Absorption.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Companys website, www.yashchemex.com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No. Name of the Policy Brief Particulars of the Policy
1. Risk Management Policy The Company has in place, a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2. Policy for determining Material Subsidiaries This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, as amended.
As on March 31, 2020, Yasons Chemex Care Limited is a material unlisted subsidiary of your Company. Subsidiary of your Company.
3. Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
4. Policy on Familiarization Programmes for Independent Directors Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.
7. Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. Jinal D. Shah, Chairman of the Audit Committee, in appropriate or exceptional cases.
6. Policy on Prevention of Sexual Harassment at Workplace Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7. Policy on Related Party Transactions This Policy regulates all transactions between the Company and its Related Parties.
8. Code of Conduct for the Board of Directors and Senior Management Personnel Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
Code of Conduct for Insider Trading This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
Policy on Criteria for determining Materiality of Events This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed incompliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.
Policy for Maintenance And Preservation of Documents The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
Archival Policy This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5(five) years and thereafter in terms of the Policy.
Policy for Inquiry in case of Leak of Unpublished Price Sensitive Information("UPSI") This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the Internal Control System and prevent Leak of Unpublished Price Sensitive Information ("UPSI"). This policy also aims to have a uniform code to curb unethical practices of sharing UPSI by insiders, employees and designated persons with any other person without a legitimate purpose.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information("UPSI") The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

MANAGERIAL REMUNERATION:

The remuneration paid to Directors and Key Managerial Personnel of the Company during the Financial Year 2019-20 was in accordance with the Nomination and Remuneration Policy of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as "ANNEXURE-D" to this Report.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiary. The Audited Annual Accounts and related information of the Companys subsidiary will be made available upon request.

These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Companys Registered Office.

The subsidiary companies Audited Accounts are also available on the Companys website www.yashchemex.com

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the Section 125 and other applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

During the year under review , Your Company has not transferred any unclaimed amount and Shares to IEPF Authority.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, projections, expectations, estimates or forecasts maybe forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Companys operations, inter alia, include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. The Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of the Company.

ACKNOWLEDGEMENT:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India and our State Government and agencies for their co-operation.

The Directors regret the loss of life due to Covid-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by every member of the Yash Chemex Limited.

For and on behalf of the Board of Directors of Yash Chemex Limited

Pritesh Y. Shah Managing Director (DIN: 00239665)

Date: July 10, 2020

Place: Ahmedabad

Annexure B Form No. MGT-9 Extract of Annual Return

As on Financial Year ended on 31st March 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.REGISTRATION AND OTHER DETAILS:

i. CIN L74110GJ2006PLC048385
ii. Registration Date 03/06/2006
iii. Name of the Company YASH CHEMEX LIMITED
iv. Category/Sub-Category of the Company COMPANY LIMITED BY SHARES
v. Address of the Registered office and contact details 411, SIGMA ICON-1, OPP.MEDILINK
HOSPITAL, SATELLITE,
AHMEDABAD-380015.GUJARAT
vi. Whether listed company Yes
vii. Name, Address and Contact details of Registrar and Transfer Agent, if any Bigshare Services Private Limited
1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis, Makwana Road,
Marol, Andheri East, Mumbai-400059.
Maharashtra
Tel:022-62638200;
Fax:022-62638299;
E-mail: ipo@bigshareonline.com
Investor Grievance Email:
Investor@bigshareonline.com
Website: www.Bigshareonline.com

II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr.No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the company
1 Wholesale of industrial chemicals 51496 100%

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE AND COMPANIES

Sr. No. Name And Address of The Company CIN/GLN Holding/ Subsidiary /Associate %of shares held Applicab le Section
1. Yasons Chemex Care Limited U24304GJ2017PLC099511 Subsidiary 51.29% 2(87)
4th Floor, 412 Sigma Icon-1, 132ft Ring Road, opp. Medilink Hospital, Satellite, Ahmedabad-380015.

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year 01.04.2019

No. of Shares held at the end of the year 31.03.2020

% Change during The year
Demat P h y si c a l Total % of Total Shares Demat P hy si ca l Total % of Total Shares
A. Promoter
1) Indian
a) Individual/ 5122175 0 5122175 50.00 5335353 0 5253946 52.08 2.08
HUF
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total(A)(1):- 5122175 0 5122175 50.00 5335353 0 5335353 52.08 2.08
2) Foreign
g) NRIs- - - - - - - - - -
Individuals
h) Other- - - - - - - - - -
Individuals
i) Bodies Corp. - - - - - - - - -
j) Banks / FI - - - - - - - - -
k) Any Other…. - - - - - - - - -
Sub-total(A)(2):- - - - - - - - - -
B. Public
Shareholding
1. Institutions
a)Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture - - - - - - - - -
Capital Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign - - - - - - - - -
Venture
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1) - - - - - - - - -
2. Non
Institutions
a) Bodies Corp.
(i) Indian
(ii) Overseas 139335 0 0 1.36 73346 0 73346 0.72 (0.64)
b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 710278 - 710278 6.93 850822 - 850822 8.31 1.37
(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 3739052 - 3739052 36.50 3458524 3458524 33.76 (2.74)
-
c) OTHERS
I. CLEARING
MEMBER 243318 - 243318 2.38 230963 - 230963 2.25 (0.12)
II NRI 27656 27656 0.27 30421 30421 0.30 0.03
REPAT 40001 40001 0.39 40006 40006 0.39 0
NON REPAT -
III ANY OTHERS 221610 221610 2.16 223990 223990 2.19 (0.03)
TOTAL 532585 532585 5.20 525380 525380 5.13 (0.07)
Sub-total(B)(2) 5121250 - 5121250 50.00 4908072 - 4908072 47.91 (2.08)
Total Public 5121250 5121250 50.00 4908072 4908072 47.91 (2.08)
Shareholding
(B)=(B)(1)+ (B)(2)
C. Shares held by
Custodian for
GDRs&ADRs
- - - - - - - - -
Grand Total 10243425 10243425 100 10243425 10243425 100
(A+B+C)

ii. Shareholding of Promoters

Sr. No Shareholders

Shareholding at the Name beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of the company

%of Sha res Pled ged / enc um be red to tota l shar

No. of Shares

% of total Shares of the company

%of Shar es Pled ged / encu mbe red to total shar es

% change in shareholdin g during the year

1. Pritesh Y. Shah 1760004 17.18 - 1866046 18.21 - 1.03
2. Yashwantbhai C. Shah 603850 5.90 - 603850 5.90 - 0
3. Pritesh Y. Shah- HUF 908747 8.87 - 992318 9.68 - 0.81
4. Yashwantbhai C. Shah-HUF 749192 7.31 - 749192 7.31 - 0
5. Dimple P. 780500 7.62 - 804065 7.84 - 0.22
6. Chandrika Y. Shah Shah 319882 3.12 - 319882 3.12 - 0
Total 5122175 50.00 - 5335353 51.25 - 2.07

iii. Change in Promoters Shareholding (please specify, if there is no change)

Sr. no Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the compa ny No. of shares % of total shares of the company
1. Pritesh Y. Shah 1760004 15.02 17.18
Acquired from Open Market on 26.04.20 16,600 0.16 17,76,604 17.34
Acquired from Open Market on 17.05.19 8,260 0.08 17,84,864 17.42
Acquired from Open Market on 24.05.19 10,108 0.10 17,94,972 17.52
Acquired from Open Market on 28.06.19 22,305 0.22 18,17,277 17.74
Acquired from Open Market on 27.09.19 17,762 0.17 18,35,039 17.91
Acquired from Open Market on 11.10.19 3,500 0.04 18,38,539 17.95
Acquired from Open Market on 22.11.19 2,179 0.02 18,40,718 17.97
Acquired from Open Market on 29.11.19 18,087 0.18 18,58,805 18.15
Acquired from Open Market on 06.12.19 7,241 0.07 18,66,046 18.22
At the end of the Year 18,66,046 18.22 18,66,046 18.22
2. Yashwantlal C. Shah
At the beginning of the year 6,03,850 5.90 6,03,850 5.90
At the end of the Year 6,03,850 5.90 6,03,850 5.90
3. Pritesh Y. Shah- HUF
At the beginning of the year 9,08,747 8.87 9,08,747 8.87
Acquired from Open Market on 12.04.19 43,045 0.42 9,51,792 9.29
Acquired from Open Market on 03.05.19 3,000 0.03 9,54,792 9.32
Acquired from Open Market on 21.06.19 23,537 0.23 9,78,329 9.55
Acquired from Open Market on 28.06.19 19,332 0.19 9,97,661 9.74
Acquired from Open Market on 09.08.19 1,000 0.01 9,98,661 9.5
Acquired from Open Market on 06.09.19 2,000 0.02 10,00,661 9.77
Acquired from Open Market on 13.09.19 8,533 0.08 10,09,194 9.85
Acquired from Open Market on 20.09.19 287 0.00 10,09,481 9.85
Acquired from Open Market on 27.09.19 2,470 0.03 10,11,951 9.88
Acquired from Open Market on 30.09.19 6,645 0.06 10,18,596 9.94
Acquired from Open Market on 04.10.19 22,019 0.22 10,40,615 10.16
Acquired from Open Market on 11.10.19 7,760 0.07 10,48,375 10.23
Acquired from Open Market on 29.11.19 1,980 0.02 10,50,355 10.25
Disposal in Open Market on 13.03.20 (33,045) (0.32) 10,17,310 9.93
Disposal in Open Market on 20.03.20 (24,992) (0.24) 9,92,318 9.69
At the end of the Year 9,92,318 9.69 9,92,318 9.69
4. Yashwant C. Shah- HUF
At the beginning of the year 7,49,192 7.31 7,49,192 7.31
At the end of the Year 749192 7.31 749192 7.31
5. Dimple P. Shah
At the beginning of the year 780500 7.62 780500 7.62
Acquired from Open Market on 19.04.19 4,965 0.05 7,85,465 7.67
Acquired from Open Market on 26.04.19 5,160 0.05 7,90,625 7.72
Acquired from Open Market on 17.05.19 7,040 0.05 7,97,665 7.79
Acquired from Open Market on 29.11.19 6,400 0.06 8,04,065 7.85
At the end of the Year 8,04,065 7.85 8,04,065 7.85
6. Chandrika Y. Shah
At the beginning of the year 3,19,882 3.13 3,19,882 3.13
At the end of the Year 3,19,882 3.13 3,19,882 3.13

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

Shareholding at the beginning of the year

Date Increase/D ecrease In Shareholdi ng Reason Cumulative Shareholding during the year
Sr. No. For Each of Top 10 the Shareholder No. of shares % of total shares of the compa ny No. of shares % of total shares of the compa ny
1. Lalit K. Patel 10,53,750 10.29 31/03/19 - - 10,53,750 10.29
24/05/19 (15,000) Sale 10,38,750 10.14
31/05/19 (15,000) Sale 10,23,750 9.99
14/06/19 (8,500) Sale 10,15,250 9.91
21/06/19 (27,921) Sale 9,87,329 9.64
28/06/19 (6,000) Sale 9,81,329 9.58
12/07/19 (6,500) Sale 9,74,829 9.52
19/07/19 (5,211) Sale 9,69,618 9.47
16/08/19 (1,000) Sale 9,68,618 9.46
13/09/19 (68,501) Sale 9,00,117 8.79
20/09/19 (40,424) Sale 8,59,693 8.39
27/09/19 (16,000) Sale 8,43,693 8.24
25/10/19 (7,000) Sale 8,36,693 8.17
01/11/19 (1,760) Sale 8,34,933 8.15
22/11/19 (10,500) Sale 8,24,433 8.05
13/12/19 (5,537) Sale 8,18,896 7.99
20/12/19 (7,103) Sale 8,11,793 7.93
27/12/19 (8,000) Sale 8,03,793 7.85
10/01/20 (17,090) Sale 7,86,703 7.68
24/01/20 (2,485) Sale 8,84,218 7.66
31/01/20 (1,200) Sale 7,83,018 7.64
07/02/20 (650) Sale 7,82,368 7.64
31/03/20 -- -- 7,82,368 7.64
2. B P EQUITIES PVT LTD 100650 0.98 31/03/19 -- -- 1,00,650 0.98
05/04/19 56738 Buy 1,57,388 1.54
12/04/19 5057 Buy 1,62,445 1.59
19/04/19 1994 Buy 1,64,439 1.61
26/04/19 (4253) Sale 1,60,186 1.56
03/05/19 (73286) Sale 86,900 0.85
17/05/19 1080 Buy 87,980 0.86
24/05/19 (1447) Sale 86,533 0.84
31/05/19 2891 Buy 89,424 0.87
07/06/19 3052 Buy 92,476 0.90
14/06/19 (3052) Sale 89,424 0.87
28/06/19 (22) Sale 89,402 0.87
05/07/19 (218) Sale 89,184 0.87
12/07/19 1800 Buy 90,984 0.89
26/07/19 1298 Buy 92,282 0.90
16/08/19 898 Buy 93,180 0.91
06/09/19 (50698) Sale 42,482 0.41
13/09/19 6029 Buy 48,511 0.47
20/09/19 1000 Buy 49,511 0.48
27/09/19 (3000) Sale 46,511 0.45
30/09/19 (42313) Sale 4,198 0.04
18/10/19 1494 Buy 5,692 0.06
25/10/19 (1494) Sale 4,198 0.04
08/11/19 (2259) Sale 1,939 0.02
22/11/19 157 Buy 2,096 0.02
29/11/19 161104 Buy 1,63,200 1.59
13/12/19 (200) Sale 1,63,000 1.59
20/12/19 1171 Buy 1,64,171 1.60
27/12/19 (322) Sale 1,63,849 1.60
31/12/19 (5) Sale 1,63,844 1.60
24/01/20 (2225) Sale 1,61,619 1.58
31/01/20 (515) Sale 1,61,104 1.57
31/03/20 -- -- 1,61,104 1.57
03. Navinbhai G. Patel 129250 1.26 31/03/19 -- -- 1,29,250 1.26
31/05/19 (1000) Sale 1,28,250 1.25
31/03/20 -- -- 1,28,250 1.25
4. Rinaben B. Darji 99,175 0.97 31/03/19 -- -- 99,175 0.97
21/06/19 2000 Buy 1,01,175 0.99
23/08/19 (1175) Sale 1,00,000 0.98
06/09/19 (600) Sale 99,400 0.97
13/09/19 (400) Sale 99,000 0.97
20/03/20 (301) Sale 98,699 0.96
31/03/20 -- -- 98,699 0.96
5. Savitaben M. Patel 90,000 0.88 31/03/19 -- -- 90000 0.88
20/09/19 (7000) Sale 83000 0.81
31/03/20 -- -- 83000 0.81
6. Bhavesh Pareshbhai Darji 86,375 0.84 31/03/19 86,375 -- -- 0.84
17/05/19 2100 Buy 88475 0.86
28/06/19 1000 Buy 89475 0.87
23/08/19 (475) Sale 89000 0.87
31/03/20 -- -- 89000 0.87
7. Kishorkumar V. Rakholiya 86,175 0.84 31/03/19 -- -- 86175 0.84
05/04/19 (3500) Sale 82675 0.81
12/04/19 (3000) Sale 79675 0.78
17/01/20 (1000) Sale 78675 0.77
14/02/20 (1050) Sale 77625 0.76
31/03/20 -- -- 77625 0.76
8. Shaileshbhai Karsanbhai Patel 82,500 0.81 31/03/19 -- -- 82,500 0.81
31/03/20 -- -- 82,500 0.81
9. Vijaykumar Karsanbhai Patel 82500 0.81 31/03/19 -- -- 82500 0.81
31/03/20 -- -- 82500 0.81
10. Sunitha Kumar Sheth 75836 0.74 31/03/19 -- -- 75836 0.74
05/04/19 (33287) Sale 42549 0.42
12/04/19 1900 Buy 44449 0.43
19/04/19 (4000) Sale 40449 0.39
20/09/19 1429 Buy 41878 0.41
27/09/19 (1088) Sale 40790 0.40
30/09/19 (20) Sale 40770 0.40
04/10/19 (100) Sale 40670 0.40
11/10/19 (385) Sale 40285 0.39
18/10/19 (25) Sale 40260 0.39
25/10/19 (200) Sale 40060 0.39
15/11/19 (450) Sale 39610 0.39
22/11/19 (1500) Sale 38110 0.37
20/12/19 (50) Sale 38060 0.37
17/01/20 (270) Sale 37790 0.37
14/02/20 (3911) Sale 33879 0.33
28/02/20 (25) Sale 33854 0.33
31/03/20 -- -- 33854 0.33
11. RAJESH KARSHANDAS PATEL 75,000 0.73 31/03/19 -- -- 75,000 0.73
31/03/20 -- -- 75,000 0.73

V. Shareholding of Directors and Key Managerial Personnel:

Sr. no Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the compa ny No. of shares % of total shares of the company
1. Pritesh Y. Shah 1760004 15.02 17.18
Acquired from Open Market on 26.04.20 16,600 0.16 17,76,604 17.34
Acquired from Open Market on 17.05.19 8,260 0.08 17,84,864 17.42
Acquired from Open Market on 24.05.19 10,108 0.10 17,94,972 17.52
Acquired from Open Market on 28.06.19 22,305 0.22 18,17,277 17.74
Acquired from Open Market on 27.09.19 17,762 0.17 18,35,039 17.91
Acquired from Open Market on 11.10.19 3,500 0.04 18,38,539 17.95
Acquired from Open Market on 22.11.19 2,179 0.02 18,40,718 17.97
Acquired from Open Market on 29.11.19 18,087 0.18 18,58,805 18.15
Acquired from Open Market on 06.12.19 7,241 0.07 18,66,046 18.22
At the end of the Year 18,66,046 18.22 18,66,046 18.22
2. Yashwantlal C. Shah
At the beginning of the year 6,03,850 5.90 6,03,850 5.90
At the end of the Year 6,03,850 5.90 6,03,850 5.90
3. Dimple P. Shah
At the beginning of the year 780500 7.62 780500 7.62
Acquired from Open Market on 19.04.19 4,965 0.05 7,85,465 7.67
Acquired from Open Market on 26.04.19 5,160 0.05 7,90,625 7.72
Acquired from Open Market on 17.05.19 7,040 0.05 7,97,665 7.79
Acquired from Open Market on 29.11.19 6,400 0.06 8,04,065 7.85
At the end of the Year 8,04,065 7.85 8,04,065 7.85

VI.INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount -- -- 18,90,210 18,90,210
ii) Interest due but not paid
iii) Interest accrued but not paid
Total (i+ii+iii) -- -- 18,90,210 18,90,210
Change in Indebtedness during the financial year
- Addition -- 2,03,19,836 -- 2,03,19,836
- Reduction -- (31,42,047) (18,90,210) (50,32,257)
Net Change -- 1,71,77,789 (18,90,210) 1,52,87,579
Indebtedness at the end of the financial year --
i) Principal Amount 1,71,77,789 --
ii) Interest due but --
not paid iii) Interest accrued but not due -- - --
Total (i+ii+iii) -- 1,71,77,789 -- 1,71,77,789

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sr. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Pritesh Y. Shah (Managing Director) Yashwantlal C . Shah (Whole time Director) Dimple P. Shah (Director)
1. Gross salary
a) Salary as per provisions containedinsection17(1) of the Income-tax Act, 1961 18,00,000 13,00,000 7,00,000 38,00,000
b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -
C) Profits in lieu of salary undersection17(3) Income- taxAct,1961 - - - -
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- others, specify…
5. Others, please specify - - - -
6. Total(A) 18,00,000 13,00,000 7,00,000 38,00,000
Ceiling as per the Act

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount
Independent Directors Angee R. Shah Vrusha A. Patel Jinal D. Shah
Fee for attending board committee meetings 3000 10000 7500 20500
Commission
Others, please specify 22000 10000 7500 39500
Total (1) 25000 20000 15000 60000
Other Non-Executive Directors
Fee for attending board committee meetings - - - -
Commission -
Others, please specify
Total (2) - - - -
Total 25000 20000 15000 60000
(B)=(1+2)
Total Managerial Remuneration - - - -
Overall Ceiling as per the Act

 

C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD

Sr. no. Particulars of Remuneration

Key Managerial Personnel

Company Secretary Company Secretary CFO Total
Name Aesha Mashru (Up to Charmi Shah (W.e.f Kiritkumar H. Shah
01.09.2019) 24.12.2020)
1. Gross salary 91487.00 122376.00 173407.00 387270.00
(a)Salary as per provisions containedinsection 17(1) of the Income-tax Act,1961
(b)Value of perquisites u/s 17(2)Income-tax Act,1961
(c)Profits in lieu of salary under section 17(3)Income-tax Act,1961
2. Stock Option
3. Sweat Equity
4. Commission
- as% of profit
-others, specify…
5. Others, please specify
6. Total 91487.00 122376.00 173407.00 387270

VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:

Type Section of the compani es Act Brief description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD /NCLT/Court] Appeal made. If any(give details)
a. Company
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
b. Directors
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
c. Other Officers in Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

By Order of the Board of Directors For, YASH CHEMEX LIMITED

Place: Ahmedabad Name: Pritesh Y. Shah
Date: 10/07/2020 Designation: Managing Director
DIN: 00239665