DIRECTORS' REPORT
To,
The Members,
The Directors are pleased to present the Twelfth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended as on 31st March, 2018.
STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS:
(Rs. In Lakhs)
|
Particulars
|
Standalone
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Consolidated
|
|
2017-18
|
2016-17
|
2017-18
|
2016-17
|
|
Revenue from Operation
|
8302.41
|
7798.24
|
8894.47
|
7798.24
|
|
Other Income
|
90.59
|
72.09
|
104.69
|
72.09
|
|
Total Revenue
|
8393
|
7870.33
|
8999.16
|
7870.33
|
|
Profit Before Depreciation, Interest and Tax
|
213.13
|
138.69
|
262.86
|
138.69
|
|
Less: Depreciation
|
3.03
|
3.59
|
3.27
|
3.59
|
|
Less: Financial Cost/Interest
|
28.01
|
43.79
|
28.01
|
43.79
|
|
Profit Before tax
|
182.09
|
91.31
|
231.58
|
91.31
|
|
Less: Provision for tax (Including Deferred Tax)
|
61.74
|
29.05
|
75.21
|
29.05
|
|
Net Profit after Tax
|
120.35
|
62.26
|
156.36
|
62.26
|
b) PERFORMANCEREVIEW: Standalone:
The total revenue of the Company for the financial year 2017-18 stood at Rs. 8302.41 Lakh as against last year's Rs. 7798.24 Lakh, a growth of 6.47%. Profit before tax were at Rs. 182.09 Lakh as against last year's Rs. 91.31 Lakh, a growth of 99.41%.
As on 31stMarch 2018, the Reserves and Surplus of the Company were at Rs. 401.75 Lakhs. Consolidated:
The total revenue of the Company for the financial year 2017-18 stood at Rs. 8894.47 Lakh as against last year's 7798.24 Lakh, a growth of 14.06%. Profit before tax were at Rs. 231.58 Lakh as against last year's 91.31 Lakh a growth of 153.61%.
DIVIDEND:
During the financial year 2017-18, the Board of Directors declared interim dividends of Rs. 0.35/per share of the face value of Rs. 10/- each in the month of November, 2017.
TRANSFER TO RESERVES:
The Company proposes to transfer an amount of Rs. 1,20,35,121/- to general reserves.
SHARE CAPITAL:
The authorized and paid up share capital of the company as at March 31, 2018 stood at Rs. 1100 Lakhs and 1024 Lakhs respectively. During the year under review, your company has increased its authorized share capital from Rs. 450 Lakhs to Rs. 1100 Lakhs.
Your Company has allotted 61,46,055 fully paid- up bonus equity shares of face value of Rs. 10/- each in March, 2018 to the shareholders of the company in proportion of 3:2 (3 equity shares for every 2 existing equity shares held)and consequently the number of shares increased from 4097370 to 10243425.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.
DIRECTORS AND KEY MANAGERIALPERSONNEL (a) Directors
During the year under review, the following changes occurred in the Board of Directors:
i. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pritesh Y. Shah Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment. The aforesaid re-appointment with a brief profile and other related information of Mr. Pritesh Y. Shah forms part of the Notice convening the ensuing Annual General Meeting and the Directors recommend the same for your approval.
ii. Mr. Kamlesh D. Patel, Independent Director resigned from the directorship w.e.f. 1st April, 2017 and Mrs. Dimple P. Shah resigned from the directorship w.e.f9th December, 2017.
iii. Ms. Vrusha A. Patel was appointed as an Additional Director (Independent) w.e.f. 29th May, 2017 and it is proposed to appoint her as an Independent Director at the ensuing AGM, for a period of three years commencing from 29thMay, 2017 and Mr. Raj V. Shah was appointed as an Additional Director w.e.f 18thDecember, 2017
(b) Key Managerial Personnel
In accordance with the provisions of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company
Sr. No. Name Designation
1. Pritesh Y. Shah Managing Director
2. Yashwantlal C. Shah Whole time Director
3. Kiritkumar H. Shah Chief Financial Officer
4. Aesha J. Mashru Company Secretary
SUBSIDIARY COMPANY
The Company has the following Subsidiary Company:
- YasonsChemex Care Limited
Yasons Chemex Care Limited was incorporated on October, 2017 engaged in business of Manufacturing of Perfumes, Deodorants, Dyestuff and Trading of all kinds of Chemicals.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) the Company has prepared consolidated financial statements which form part of this Annual Report. A separate statement containing salient features of the financial statements of the Company's subsidiary in prescribed form AOC-1 is annexed as Annexure A to this report.
The audited financial statement including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company's website
i.e.www.yashchemex.com The financial statement of the subsidiary company is available on the Company's Website i.e. www.yasonschemexcare.com These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.
The Company is already having a policy for determining material subsidiaries and the same is available on Company’s website i.e. www.yashchemex.com
There was no Company which has ceased to be Company's Subsidiary, Joint Venture or Associate Company during the financial year ended 31st March, 2018.
MATERIAL CHANGES & COMMITMENTS:
There is material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:
Company has changed its object Clause by inserting 1 New Clause in Clause III(A) of Memorandum of Association of Company which is approved by the shareholder in the Extra-Ordinary General Meeting held on April 11, 2018.
MATERIAL ORDERS:
In pursuance to Rule 8(5)(vii) of the Companies(Accounts) Rules, 2014, No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.
PARTICULARS OF LOANS, GUARANTEESAND INVESTMENT
Pursuant to the provisions of Section 186 of the Act, 2013, investments made are provided as part of the financial statements. There are no loans granted, guarantees given or issued or securities provided by your Company in terms of Section 186 of the Act, read with the Rules issued thereunder.
RELATED PARTY TRANSACTIONS
All Contracts / transactions / arrangements entered by the Company during the financial year with the Related Parties were in ordinary course of business and on an arm's length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the regulations.
Further, there were no transactions with related parties which qualify as material transactions under the regulations.
All transactions with related parties were reviewed and approved by the Audit Committee. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
The details of the transactions with Related Parties are set out in Notes to the Standalone Financial Statements.
MEETING BOARD OF DIRECTORS
The Board of Directors of the Company met 13 times during the year on 12/04/17, 29/05/17, 01/09/17, 26/09/17, 28/10/17, 01/11/17, 09/11/17, 17/11/17, 07/12/17, 18/12/17, 01/01/18, 27/01/18 and 17/03/18 in respect of which proper notices were given and the proceedings were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
MEETING OF AUDIT COMMITTEE
The Members of Audit Committee met 6 times during the year on 01/04/17, 29/05/17, 26/09/17, 09/11/17, 18/11/17 and 08/03/18 as per provision of Section 177 of the Companies Act, 2013 and applicable provisions.
Mr. Jinal D. Shah (DIN:07467703) is chairman of Audit Committee.
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Members
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Category
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Meetings held during the tenure of the Directors
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Meetings attended
|
|
Mr. Jinal D. Shah
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Independent & Non Executive Director
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6
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6
|
|
Mr. Pritesh Y. Shah
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Executive Director
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6
|
3
|
|
Ms. Angee R. Shah
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Independent & Non Executive Director
|
6
|
5
|
|
Ms. Vrusha A. Patel
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Independent & Non Executive Director
|
4
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4
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Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF NOMINATION AND REMUNERATION COMMITTEE
The members of Nomination and Remuneration Committee met 2 times during the year on 29/05/17 and 18/12/17 as per the provisions of the Section 178 of the Companies Act, 2013 and applicable provisions.
Mr. Jinal D. Shah (DIN:07467703) is chairman of Nomination and Remuneration Committee.
Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Members of Stakeholder Relationship Committee met 2 times during the year on 05/01/18 and 31/03/18 as per the provisions of Section 178 of the Companies Act, 2013 and applicable provisions.
Mr. Jinal D. Shah (DIN:07467703) is chairman of Stakeholder Relationship Committee.
|
Members
|
Category
|
Meetings held during the tenure of the Directors
|
Meetings attended
|
|
Mr. Jinal D. Shah
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Independent & Non Executive Director
|
2
|
2
|
|
Ms. Angee R. Shah
|
Independent & Non Executive Director
|
2
|
2
|
|
Ms. Vrusha A. Patel
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Independent & Non Executive Director
|
2
|
1
|
|
Members
|
Category
|
Meetings held during the tenure of the Directors
|
Meetings attended
|
|
Mr. Jinal D. Shah
|
Independent & Non Executive Director
|
2
|
2
|
|
Ms. Angee R. Shah
|
Independent & Non Executive Director
|
2
|
2
|
|
Ms. Vrusha A. Patel
|
Independent & Non Executive Director
|
2
|
2
|
|
Members
|
Category
|
Meetings held during the tenure of the Directors
|
Meetings attended
|
|
Mr. Jinal D. Shah
|
Independent & Non Executive Director
|
1
|
1
|
|
Ms. Angee R. Shah
|
Independent & Non Executive Director
|
1
|
1
|
|
Ms. Vrusha A. Patel
|
Independent & Non Executive Director
|
1
|
1
|
Committee is reconstituted in the Board of Directors meeting held on September 01, 2017 MEETING OF INDEPENDENT DIRECTORS
The independent directors of company met 1 times during the year on March 07, 2018 Mr. Jinal D. Shah (DIN:07467703) is chairman of Independent Directors Meeting.
MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Companies Act, 2013. All Independent Directors of the Company at their meeting held on 7th March, 2018 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Board.
The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.
The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
DECLARATION BY INDEPENDENTDIRECTORS
Mr. Jinal D. Shah, Ms. Angee R. Shah and Ms. Vrusha A. Patel, Independent Directors of the Company have given their declaration under Section 149(7) of Companies Act, 2013 to the effect that they meet the criteria of independence as provided under Section 149 (6) of the Act and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013 the Board has, taken on records the declarations received from Mr. Jinal Shah, Ms. Angee Shah and Ms. Vrusha Patel.
AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
M/s. Harshad Sudhir & Co., Chartered Accountants (FRN 129775W) as Statutory Auditors of the Company were appointed at 10thAnnualGeneral Meeting (AGM) of the Company held on 30th September, 2016 for a period of three years.
As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of statutory auditor at every AGM of the Company and therefore, it is not required to ratify the appointment every year.
- AUDITORS'REPORT
The notes on financial statement referred to in the auditor's report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Act and rules made thereunder, M/s. R K Choksi & Co., Company Secretaries in Practice, was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year 2017-18.
An Audit Report issued in form MR-3 by M/s. R K Choksi & Co., Company Secretaries, Ahmedabad in respect of the secretarial audit of the Company for the financial year ended 31stMarch, 2018, is attached as Annexure B to this Report. The report doesn't contain any reservation, qualification or adverse mark".
(C) Internal Audit and Controls
In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s. J M Dobariya & Co., Chartered Accountants, as an Internal Auditor to conduct the Internal Audit of the Company
Your Company has appointed M/s J M Dobariya & Co., as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
(d) Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2017-18.
VIGIL MECHANISM/WHISTLE BLOWERPOLICY
The Company established a Whistle Blower Policy to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company. The policy provides systematic mechanism to report the concerns and adequate safeguards against the victimization if any. The policy is available on the website of the Company i.e. www.yashchemex.com During the year, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Audit Committee.
LISTING WITH STOCK EXCHANGES
The Equity shares of the Company were listed on the Bombay Stock Exchange - SME Platform (BSE) for Migration to main board company has received In principle approval of BSE Limited on 30th August, 2018.
CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2017-18.
DEPOSITS
During the year under review, your company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of section73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:
1. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;
2. such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2018 and of the profit of the Company for that year;
3. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts of the Company have been prepared on a going concern basis;
5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.
6. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9, ason 31st March, 2018 is given as Annexure C to this report.
NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.
The policy is available on the website of the Company at www.yashchemex.com
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE 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.
Foreign Exchange earnings and outgo
|
Particulars
|
2017-18
|
2016-17
|
|
Earnings in foreign Exchange
|
4,22,947
|
32,13,895
|
|
Outgo in foreign Exchange
|
2,70,12,541
|
7,64,60,601
|
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.
The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure D to this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forming part of this Annual Report as Annexure E to this report.
RISK MANAGEMENT POLICY
The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.
The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof and appended hereto and forming part of the report.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19,20,21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity which has listed its specified securities on the SME Exchange.
ACKNOWLEDGEMENT
Your Directors' wishes to place on record its sincere thanks to all the Customers, Suppliers, Bankers and Central and State Government Authorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board.
By Order of the Board of Directors
For, YASH CHEMEX LIMITED
Sd/- Sd/-
Pritesh Y. Shah Yashwantlal C. Shah
Managing Director Chairman & Whole time Director
DIN:00239665 DIN: 01002342
Place: Ahmedabad
Date: 29.05.18
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