Yash Chemex Ltd Directors Report.

TO THE MEMBERS:

Your Directors have pleasure in presenting the Directors Report along with the Audited Financial Statements for the Financial Year (F.Y.) 2018-19.

FINANCIAL SUMMARY:

Your Companys Standalone and Consolidated performance during the Financial Year (F.Y.) 2018-19 as compared with that of the previous Financial Year (F.Y.) 2017-18 is summarized below:- (Amount in Rs.)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Total Income 92,43,36,977 85,57,33,146 99,37,01,071 87,76,56,935
Profit Before Taxation & 2,74,89,956 2,36,92,180 369,09,345 2,82,73,162
Exceptional Items
Add: Exceptional Items 0 0 0 0
Profit Before Taxation (PBT) 2,74,89,956 2,36,92,180 3,69,09,345 2,82,73,162
Less: Tax Expense (79,81,901) (73,98,960) 1,09,05,676 87,11,908
Profit after Taxation (PAT) 1,95,08,055 1,62,93,221 2,60,03,669 1,95,61,254

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.) 2018-19.

Your Company operates single segment business viz. Trading of Chemical. At standalone level, the net revenue from operations stood at Rs. 92.43 crores compared with Rs. 58.57 Crores in the Previous Year. The operating profit before tax stood at Rs. 2.75 crores as against Rs. 2.37 in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 3.14 crores compared to Rs. 1.46 crores reported in the Previous Year. The Net Consolidated Revenue from operations for financial year 2018-19 was at Rs. 99.37 Crores as against Rs. 87.77 crores in the Previous Year, registering a growth of 13.22%. The Consolidated operating profit before tax stood at 3.69 crores as against Rs. 2.83 crores in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 3.79 crores compared to Rs. 1.79 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.yashchemec.com.

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, 2019, and the date of this Directors Report.

DIVIDEND

Pursuant to the approval of the Board of Directors on February 14, 2019, your Company paid an interim dividend of Rs. 0.30/- per equity share of face value of Rs. 10/- each, to shareholders who were on the register of members as on February27, 2019, being the record date fixed for this purpose. The Board has not recommended a final dividend and the interim dividend of Rs. 0.30/-per equity share declared by the Board in February 2019 shall be considered as the final dividend for the financial year 2018-19. Thus, the total dividend for the financial year 2018-19 remains Rs. 0.30 per equity share.

TRANSFER TO RESERVES

Your Company has earned adequate profit during the financial year 2018-19. The directors have decided to plough back the profit into the business and declare Interim Dividend for the financial year ended March 31, 2019. The Board proposes to 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, 2018 and 31st March, 2019. On 31st March, 2019, the Equity Share Capital stood at Rs. 1024.34 Lacs, divided in to 10243425 Equity Shares of Rs. 10 each.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2019 is given in Annexure B in the prescribed Form No. MGT-9, which is a part of this 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. Raj V. Shah, resigned from the directorship of the Company w.e.f. July 07, 2018 in terms of the provisions of Section 168 of the Companies Act, 2013. Mrs. Dimple P. Shah has been appointed as a Director of the Company w.e.f July 19, 2018

Mrs. Dimple P. Shah (Director) shall retire by rotation at the ensuing 13th (Thirteen) Annual General Meeting (AGM) of the Company in accordance with the provisions of the Section 152 of Companies Act, 2013 and being eligible offer herself for re-appointment.

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 2018-19:-

1. Mr. Pritesh Y. Shah -Managing Director

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

3. Mr. Kiritkumar H. Shah –Chief Financial Officer

4. Ms. Aesha J. Mashru-Company Secretary and Compliance 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, 2019, the following Directors on your 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 15 (fifteen) Meetings of the Board of Directors held during the Financial Year (F.Y.) 2018-19, (i.e., May 09, 2018, May 29,2018, June02, 2018, June 07, 2018, June 26, 2018, June 30, 2018, July 19, 2018, July 21, 2018, August 30, 2018, September 05, 2018, December 10, 2018, December 26, 2018, January 24, 2019, February 14, 2019 and March 05, 2019).

The maximum gap between two Board Meetings did not exceed120 (One Hundred Twenty) days.

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 2018-19, 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 2018-19 (i.e., on May 07,2018, May 29, 2018, September 04, 2018, December 10, 2018 and February 14, 2019).

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 3 (three) Meetings of the Nomination and Remuneration Committee held during the Financial Year 2018-19 (i.e., on May 29, 2018, July 19, 2018 and February 23, 2019).

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 2018-19, 4 (Four) Meeting of the Stakeholders Relationship Committee was held, i.e., on April 07, 2018, July 10, 2018, October 08, 2018 and January 09, 2019.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the Financial Year2018-19, i.e., on March 28, 2019. 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, 2019:

1. Mrs. Dimple P. Shah (Chairperson)
2. Ms. Angee R. Shah (Member)
3. Ms. Khiloni H. Seth (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 2018-19.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2018-19, 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 45 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.) 2018-19, 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 judgments 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, 2019) and of the profit and loss of the Company for that period (i.e., the Financial Year 2018-19); 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 term of Companys auditors, Harshad Sudhir & Co., (Registration No.129775W) Chartered Accountants, Ahmedabad, comes to an end with the conclusion of audit for the financial year 2018-19. After conducting a detailed evaluation and based on the recommendation of Audit Committee, the Board approved the proposal for placing at the 13thAGM the matter of appointment of Harshad Sudhir & Co., Chartered Accountants (Registration No. 129775W) as statutory auditors of the Company for a term of 5 years from the financial year 2019-20 onwards on such terms and conditions and remuneration as may be decided by the Audit Committee. A resolution to that effect forms part of notice of the 13thAGM sent along with this Annual Report.

AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Harshad Sudhir & Co., Statutory Auditors, in their report for the financial year ended March 31, 2019. 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.) 2018-19.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year (F.Y.) 2018-19.

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:

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, 2019, 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.
5. 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 2018-19 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 10.00a.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.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the yea runder 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.

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

Pritesh Y. Shah

Managing Director

(DIN: 00239665)

Date: May 28, 2019

Place: Ahmedabad