Your Directors present the 38th Annual Report and Audited Financial Statements of the company for the year ended 31st
March, 2024.
FINANCIAL RESULTS
During the year under review, the financial results on the operations of the Company are as under:
(Amount in Rupees)
|
Particulars:
|
Current Year
(2023-24)
|
Previous Year
(2022-23)
|
|
Gross Income
|
16,44,37,140
|
20,94,47,760
|
|
Profit /(Loss) before Depreciation
|
84,87,260
|
19,800,439
|
|
Less : Depreciation
|
(1,29,96,721)
|
(1,16,60,807)
|
|
Profit (Loss) before Tax
|
(45,09,461)
|
8,139,632
|
|
Less Provision for Tax : Current Tax
: Deferred Tax
|
(6,28,092)
|
1,604,000
9,80,710
|
|
Profit (Loss) for the year
|
(38,81,369)
|
55,54,922
|
OPERATIONS/STATE OF COMPANY'S AFFAIRS
i. Total Income
Your Company's Total Income during the year under review was Rs. 16,44,37,140/- as compared to Rs. 20,94,47,760/-
in the Previous Year.
ii. Profits
Loss (before tax) for the year 2023-24 was Rs. 45,09,461/- against Profit before Tax at Rs. 8,139,632/- in the
previous year.
Loss (after Tax) for the year 2023-24 stood at Rs. 38,81,369 as against Profit after tax at Rs. 55,54,922/- in the
previous year.
Profit of the Company was adversely impacted due to increase in costs, especially, raw materials, labour charges logistics
and power and fuel.
However, internally, we will be concentrating on increased operational efficiency, tighter credit control, focus on retaining
our share with existing customers, increased focus on increasing sales of high value-added products and widening customer
base.
No material changes have occurred from the end of the financial year till the date of this report affecting the financial
position of the Company.
No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern
status and the company's operations in future during the year under review.
There has been no change in the nature of Business of the Company during the year.
SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2024 was Rs. 3.07 crore comprising of 30,70,000 equity
shares of 10 each. During the year under review, your Company has neither issued any shares with differential voting rights
nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2023-24, to
Bombay Stock Exchanges, where its equity shares are listed.
MATERIAL CHANGES AND COMMITMENT- IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM
THE END OF THE FINANCIAL YEAR TILL DATE OF THIS REPORT:
There has been no material change and commitment, affecting the financial performance of the Company which occurred
between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
DIVIDEND
With a view to deploy cash profits into the existing operations of your Company, Board of Directors has not recommended
any dividend for the year.
CAPITAL EXPENDITURE
During the Financial Year 2023-24, Rs. 1,87,00,170/- was incurred towards capital expenditure primarily on account of
maintenance, upgradation and replacement of machinery and other miscellaneous assets.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The company accords high priority to control environment and conservation of energy, which is an ongoing process. The
Company has planted trees to control and maintain environment surrounding of the factory. As required by the provisions
of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 such details are given in
separate statement attached here to and forming part of the report (Annexure B).
SAFETY AND HEALTH
The Company gives highest priority to safety and occupational health. The workers, officers and other staff members of the
Company are given training, from time to time, to deal with any safety and health related emergency situations. The factory
buildings, machineries and intellectual information properties are maintained in safe condition. Process operations and
handling of chemicals at the factory are reviewed frequently for safety. Adequate safety equipment are given to workers
for safeguard.
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars
of employees is annexed. (Annexure C).
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition
and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 23-24, the
Company has not received any complaints on sexual harassment.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company's Shares
are listed.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders
in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our
website http://www.chemiesynth.com/.
AUDITORS
M/s. Manoj Shah & Co., Chartered Accountants, statutory auditors were appointed at the 36th Annual General Meeting for
a term of 5 years till the conclusion of 41st Annual General Meeting.
COST AUDITORS
The provisions of section 148(2) for appointment of Cost Auditors are not applicable to the Company. The Company has
maintained the cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013.
STATUTORY AUDITORS OBSERVATION:
The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been
no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. Nitin
Sarfare, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2024. A
Secretarial Audit Report for the year ended 31st March, 2024 in prescribed form duly audited by the Practising Company
Secretary, Mr. Nitin Sarfare, Proprietor of Nitin Sarfare, Company Secretaries, is annexed herewith and forming part of the
report.
COMMENTS ON SECRETARIAL AUDIT REPORT
There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
|
Sr.
No.
|
Performance evaluation of
|
Performance evaluation
performed by
|
Criteria
|
|
1.
|
Each Individual directors
|
Nomination and
Remuneration Committee
|
Attendance, Contribution to the Board and committee
meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution
and guidance provided, key performance aspects in
case of executive directors etc.
|
|
2.
|
Independent directors;
|
Entire Board of Directors
excluding the director who
is being evaluated
|
Attendance, Contribution to the Board and
committee meetings like preparedness on the
issues to be discussed, meaningful and constructive
contribution, and guidance provided etc.
|
|
3.
|
Board, and its committees
|
All directors
|
Board composition and structure; effectiveness
of Board processes, information and functioning,
fulfillment of key responsibilities, performance
of specific duties and obligations, timely flow of
information etc.
The assessment of committees based on the terms
of reference of the committees and effectiveness of
the meetings.
|
PARTICULARS OF LOANS, INVESTMENTS AND GURANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in
the Notes to the Financial Statements forming part of Annual Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration
confirming the compliance of the conditions of the independence stipulated in the aforesaid section.
RISK MANAGEMENT POLICY/ COMMITTEE
The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of
the Company.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed there under, the annual return
is uploaded in the website of the Company. The same is available on https://www.chemiesynth.com/investor.html
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and also on the basis of discussions with
the Statutory Auditors of the Company from time to time, the Board of Directors, to the best of its knowledge and ability
confirm that:
(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting
standards have been followed and there are no material departures;
(b) they 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 and of the loss of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) they have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
(a) The Company has a proper and adequate system of internal financial controls commensurate with its nature and size
of business and meets the following objectives:
(b) Providing assurance regarding the effectiveness and efficiency of operations;
(c) Efficient use and safeguarding of resources;
(d) Compliance with policies, procedures and applicable laws and regulations; and
(e) Transactions being accurately recorded and reported timely.
(f) The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing
basis.
REPORTING OF FRAUDS
There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or the Board under Section 143(12) of the Act and the rules made thereunder.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of directors have met 5 times and Independent Directors once during the year ended 31st March, 2024.
Meetings of Board of Directors were held during financial year 2023-24 are as follows:
|
1
|
17th May, 2023
|
|
2
|
14th August 2023
|
|
3
|
8th November, 2023
|
|
4
|
7th February, 2024
|
|
5
|
29th March, 2024
|
The Board as on 31st March, 2024 comprises of 6 (Six) Directors out of which two Directors are Non-Executive Independent
Directors and three directors are Non-Executive Directors and one Director is Managing Director who is responsible for
the day-to-day management of the Company subject to the supervision, direction and control of the Board of Directors.
The Company satisfies the criteria of having minimum no of independent directors in the board as per the provisions of
Companies Act 2013. Further, the Company is not required to satisfy the criteria of minimum of Independent Directors as
per SEBI (LODR) 2015 regulations, as the corporate governance clauses are not applicable to the company.
Detail of attendance at Board Meeting is as follows:
|
Name of Director
|
No. of Board
Meetings held
during financial
year
2023-24
|
No. of Board
Meetings
attended
|
Number of
Membership in
Boards of Other
Companies*
|
NO. of
Membership/
Chairmanship
in Committees
in Other
Companies*
|
|
Mr. Satish B Zaveri
|
5
|
5
|
NIL
|
NIL
|
|
Mr. Sandip S Zaveri
|
5
|
5
|
NIL
|
NIL
|
|
Mr. Bhanurai N Mehta
|
5
|
5
|
NIL
|
NIL
|
|
Mr. Rushabh S Mehta
|
5
|
5
|
NIL
|
NIL
|
|
Mr. Pramod G Gujarathi
|
5
|
5
|
NIL
|
NIL
|
|
Ms. Jigna Prajapati
|
5
|
5
|
NIL
|
NIL
|
♦Excludes directorships in Private Limited Companies, Section 25 Companies, Foreign Companies. Membership/
Chairmanship in Committee of Directors includes Audit Committee and Stakeholders' Relationship/Grievance Committee of
Directors only. This does not include Membership/Chairmanship in Committee of Directors of Chemiesynth (Vapi) Limited.
DETAILS OF COMMITTEE OF DIRECTORS (AS ON 31st MARCH, 2024)
A. AUDIT COMMITTEE
The composition of Audit Committee consists of two independent directors and a Managing Director.
The terms of reference stipulated by the Board to the Audit Committee are as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.
Attendance of Committee members during 2023-24 is as follows:
|
Name
|
Chairman/
Member
|
No. of Audit
committee
meetings
|
No. of Audit
Committee
meetings
attended
|
|
Ms. Jigna Prajapati (Independent Director)
|
Chairman
|
4
|
4
|
|
Mr. Pramod Gujarathi (Independent Director)
|
Member
|
4
|
4
|
|
Mr. Sandip Zaveri (Managing Director)
|
Member
|
4
|
4
|
Audit Committee meeting were held 4 times on the following dates during the year 2023-24
1) 17th May 2023, 2.) 14th August 2023, 3.) 8th November 2023, 4.) 7th February 2024
The recommendation by the Audit committee as and whenever made to Board has been accepted by it.
B. NOMINATION AND REMUNERATION COMMITTEE
Composition of Nomination and Remuneration Committee:
Mr. Pramod G Gujarathi - Chairman
Mrs. Jigna Shah - Member
Mr. Bhanurai Mehta - Member
During the financial year 2023-24, Nomination and Remuneration Committee met one time. The meeting was held on
17th May, 2023. All committee members were present at the meeting.
C. SHAREHOLDER/INVESTORS GRIEVANCE COMMITTEE :
Your Company is not required to constiture a Shareholder/Investors Grievance committee under section 178 (5) of
Companies Act, 2013 and under regulation 20 of SEBI (LODR) Regulations, 2015
D. SHARE TRANSFER COMMITTEE
The Board of Directors in its meeting dated 28th May, 2016 had constituted Share transfer committee for approving
transfer request received from Registrar & Share Transfer Agent. Composition of the committee is as follows:
A. Sandip S. Zaveri - Chairman
B. Satish B. Zaveri - Member
C. Bhanurai N. Mehta - Member
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
Particulars of Contracts or Arrangements with Related Parties referred to in Section 188 (1) in Form AOC-2 are annexed as
"Annexure D" to this Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The company is not falling within the criteria of Section 135 of the Companies Act, 2013. Board of Directors will formulate
the policy once it comes within the provisions of Section 135 of the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL :
Changes has been made in the key managerial personnel of the company during the year.
Ms. Pallavi Singh resigned as Company Secretary cum Compliance Officer on 14th August, 2023 and Mr. Jay Pansuria was
appointed on the same day as Company Secretary cum Compliance Officer.
Mr. Jay Pansuria resigned from the post of Company Secretary cum Compliance Officer on 31st May, 2024.
The following is list of Key Managerial Personnel of the company as on 31st March, 2024.
Mr. Sandip Satish Zaveri - Managing Director
Mr. Parimal A. Desai - Chief Financial Officer
Mr. Jay Pansuria - Company Secretary
DIRECTORS
Mr. Rushabh S. Mehta (DIN: 00784327) Director of the Company, would retire by rotation, at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.
POLICY ON DIRECTORS' APPOINTMENT
Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing
Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or
professions.
POLICY ON REMUNERATION
Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -
• Remuneration to unionised workmen is based on the periodical settlement with the workmen union.
• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (Non-Unionised) is
industry driven in which it is operating taking into account the performance leverage and factors such as to attract
and retain quality talent.
• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed
therein, circulars and guidelines issued by Central Government and other authorities from time to time.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a Whistle Blower Policy to provide an open and transparent working environment and to
promote responsible and secure whistle blowing system for directors and employees of the Company to raise concern.
The Policy provides adequate safeguard against victimisation of director(s) / employee(s) who raise the concern and have
access to Chairman of Audit Committee who is entrusted to oversee the whistle blower mechanism. The Policy is available
on the website of the Company http://www.chemiesvnth.com
POLICIES OF THE COMPANY
The Board of Directors has formulated the following policies which are available on web site of the company
http://www.chemiesynth.com
1. Code Of Business Conduct for Directors And Senior Executives
2. Nomination and Remuneration Policy
3. Vigil Mechanism / Whistle Blower Policy
4. Insider Trading - Code of Conduct
5. Code of Fair Disclosure CSL
6. Preservation of Documents and Archival Policy
7. Policy on Determination of Materiality of Events/Information
SUBSIDIARIES AND ASSOCIATE COMPANY'S
As on 31st March, 2024, Company has no subsidiaries and associate companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review is annexed to this report (Annexure E).
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the
going concern status and the Company's Operations in future.
SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
The company does not fall under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR)
Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores
as on the last day of the previous financial year. Hence compliance with Corporate Governance provisions as per Listing
Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has
received from its banker and various Government agencies. Your Directors also wish to thank all the employees for their
co-operation.
For and on behalf of the Board of Director
Place: Vapi
Date: 12/08/2024 Mr. Sandip S. Zaveri Mr. Satish B. Zaveri
Managing Director Director
DIN:00158876 DIN:00158861
|