TO
The Members,
Crestchem Limited.
Your directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT
together with the Audited Accounts of the Company for the period of 12 months ended on
31st March, 2024.
1. FINANCIAL RESULTS
(Rs. In lacs)
Particulars |
As At 31/03/24 |
As At 31/03/23 |
Operating Profit / (Loss) (before interest and depreciation) |
303.34 |
97.04 |
| Less : Interest |
0.70 |
0.98 |
Profit / (Loss) before depreciation |
304.64 |
96.06 |
| Less : Depreciation |
4.63 |
2.24 |
Profit / (Loss) before Tax |
298.01 |
93.82 |
| Less : Current Tax. |
83.87 |
24.66 |
| Deferred Tax |
(0.49) |
(0.18) |
Profit/(Loss) after Tax |
214.63 |
69.35 |
2. TRANSFER TO RESERVES:
The Company has transferred the above profit amount under the head reserves and surplus
and stakeholders net worth of the Company has been increased and that will help the stake
holders for value maximization in periods to come.
3. DIVIDEND
Your directors pleased to inform that Company has declared 5% Maiden Dividend for the
year 2023-24 (Subject to TDS as per Income tax Act) subject to approval of members at
ensuing Annual General Meeting. Pursuant to the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations'), the Dividend Distribution Policy of the
Company is available on the Company's website
4. MATERIAL CHANGES AND COMMITMENTS:
During the year under review there were no material changes or commitments which affect
the financial position of the Company. With the ease of doing business mechanism followed
by Government may give an add on to the Company to create the sustainable growth and
development.
5. OPERATIONS & FUTURE PROSPECTS
The operations of the company are improved substantially for the year 2023-24,
resulting into the improvisation in the bottom-line figures. The Board of Directors
recommended 5% Maiden Dividend for the year 2023-24.
The Price volatilities is remains continued during the year under review. Your company
managed to procure raw materials from time to time and has also improved sales turnover
during the year under review. The Company has focused to improve the turnover and
ultimately it resulted to improve the profitability of the Company.
The Company is planning to invest in new/start up business- limited liability
partnership firm(s), within our overall chemical and related field of operations. During
the year under review company has assigned the Project Work to one of the entites of CSIR.
Company is hopeful for pilot plant during FY 2025-26 or thereafter.
Our company may provide necessary support by way of technical/manufacturing know-how
and such other services, like managerial and financial support and supply of materials to
the development and negotiation on this front is in preliminary stages.
DIRECTORS
Shri Jignesh A. Shah, Advocate & qualified Company Secretary has been appointed as
Independent & Non Executive Director w.e.f. 29th December,2023 .
Smt. Priyankaben M. Patel is appointed additional director in the Category of Woman
Independent & Non Executive Director w.e.f. 04th July,2024
During the year Shri Rajesh I. Mody is Completing Two terms of Five Years each. So he
is Compulsory retiring as a Independent Director & Shri Manoj B. Patel due to pre
occupation he has given resignation from the post of Independent Director. w.e.f. 04th
July,2024
Shri Rajesh I Mody is compulsory retired hence Company has changed Chairman of Audit
Committee, Nomination & Remuneration Committee and Stake holder Relationship
Committee.
Shri Nirmit Dipak Patel (DIN:10239263) was appointed additional director on 17/07/2023
on the recommendation of nomination and remuneration committee and board of directors of
the company, subject to approval of the members Shri Nirmit Dipak Patel was appointed
executive director w.e.f. 1st October, 2023 for a period of two and half years and on
remuneration approved by nomination and remuneration committee and board of directors of
the company.
During the year under the review none of the Director of the Company has been
disqualified to act as the Director of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement with
the Stock Exchanges is enclosed as Annexure - A.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit report for
the financial year ended 31st March, 2024 given by Mehul Raval, Practicing Company
Secretary is annexed as Annexure - B to this report. There is no qualification or
any adverse remarks and observations made by PCS is self-explanatory and does not need any
explanation from the Board.
NUMBER OF BOARD MEETINGS
During the year the Board of Directors met Eight (8) times. The details of the Board
meetings are provided in the Corporate Governance Report Annexure - E.
The meetings held were in compliance with the secretarial standards issued by ICSI vis
a section 118(10) of CA-2013 to be read with SEBI (LODR) provisions.
Audit Committee
The Audit Committee acts as a link between the statutory and internal auditors and the
Board of Directors. Its purpose is to assist the Board in fulfilling its oversight
responsibilities of monitoring financial reporting, reviewing the financial statement and
statement of cash flow and reviewing the Company's statutory and internal audit
activities.
The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013. They act in accordance with the terms of
reference as stipulated.
The Company has established the terms of reference of the Audit Committee in all
respect. The Company is not mandated with CG Requirement however the provisions of the
CA-2013 are followed in all respect. The Composition of the same with attendance is
forming part of the Corporate Governance Report which is separately attached forming part
of the said Directors Report.
6. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
(b) Appropriate accounting policies have been selected and applied so as to give a true
and fair view of the state of affairs of the Company as at March, 31st 2024 and
of the profit of the Company for that period.
(c) Proper and sufficient care has been taken 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, in the case of a listed company, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively;
(e) The annual accounts have been prepared on a going concern basis.
(f) The Directors have devised proper systems to ensure compliances with the provisions
of applicable laws and such systems are adequate and operating effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of the Act and under
SEBI (LODR) Regulation, 2015:
| 1 Shri Rajesh I. Mody |
Non-Executive Independent Director |
| 2 Shri Beenaben P. Patel |
Non-Executive Independent Director (Woman Director) |
| 3 Shri Nitinkumar S. Shah |
Non-Executive Independent Director |
| 4 Shri Manoj B.Patel |
Non-Executive Independent Director |
| 5 Shri Jignesh A.Shah |
Non-Executive Independent Director |
| 6 Smt. Priyankaben M. Shah |
Non-Executive Independent Director (Woman Director) |
The Company has received requisite declarations/ confirmations from all the above
Directors confirming their independence.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has
been received from Shri Mehul Raval, Practicing Company Secretary, that none of the
Directors on the Board of the Company have been disqualified to act as Director. The same
is annexed herewith as Annexure - C.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Statement containing Particulars of Employees pursuant to section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this report. However, as per the
provisions of section 134 and 136 of the Companies Act, 2013, the Report and financial
statement are being sent to the members and others entitled thereto, excluding the
statements containing Particulars of Employees, which is available for inspection by the
members at the Registered office of the Company during business hours on all working days
(except Saturdays), up to the date of ensuing Annual General Meeting. Any member
interested in obtaining a copy of such statement may write to the Company at the
registered office of the Company.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013, which is not applicable to the
company for the period under review, hence, no committee in this regard has been
constituted.
10. EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Copy of Annual return
of the company for the Financial Year ended on 31st March, 2024 will be placed on the
Company's website at https:// www.crestchemlimited.in
11. RELATED PARTY TRANSACTIONS
Details of Contracts/arrangement with the Related Parties are appearing under Note no.
27 and form part of this report. All related party transactions that were entered into
during the year under report were on arm's length basis and were in the ordinary course of
business and in line with the domestic transfer pricing rules. The related party
transactions made by the Company with erstwhile promoter companies have no potential
conflict with the interest of the Company at large.
Related Party Transactions are placed before the Audit Committee as also before the
Board, wherever required, for approval. The Policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website. The Company's management
ensures total adherence to the approved Policy on Related Party Transactions to establish
Arm's Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of
the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars
of material contracts and arrangements entered between the Company and Related Party
transaction during the year, the details, required to be mentioned in AOC-2 which is
annexed herewith Annexure - D.
12. DEPOSITS
Company has not invited any public deposit which is falling under the provisions of
Section 73 to 76 of the Companies Act, 2013. The Companies is debt free.
13. FINANCE
The company has, from time to time availed of FD-OD facility from banks, against
company's own fixed deposits (FDs), in routine course of Business. The company also paid-
off the facilities so utilized It is Continuous process. The company has no borrowings
from any Bank or any Institution. There are no outstanding interest payments. Our company
is debt free. The company has adopted Indian Accounting Standard (IND AS), since 1st
April, 2016.
BSE annual listing fees ( ALF)
ALF invoice of BSE dated 17/04/2024 of Rs. 3,25,000/- +Rs. 58,500/- GST, totaling to Rs
3,83,500/- has been paid on 24/ 04/2024 vide Bhuj Mercantile Co-op bank Limited by UTR
HDFCR52024042451015722 dated 24/04/2024 Rs.3,51,000/- wellwithin the stipulated time
period, of due date.
There are no any other disputed or undisputed outstanding to BSE.
14. VIGIL MECHANISM
The Board approved Vigil Mechanism of the Company at its meeting held on 01/04/2021.
The purpose of the policy is to provide a framework to promote a responsible and secure
Whistle Blowing and to protect directors/ employees wishing to raise a concern about
serious irregularities within the Company. Under the policy, protected disclosures against
below Board level employees will be addressed to the Whole Time Director / Managing
Director and against Board level employees to the Chairman, Audit Committee. During the
year, no reporting under Vigil Mechanism was made by any employee or Director of the
Company.
15. WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the listing agreement, includes an Ethics & Compliance Task Force comprising
senior executives of the company, is in place with the company. Available in company's
website https:// www.crestchemlimited.in/download/cd/policy-on-whistle- blower.pdf
16. AUDITORS
M/s Samir M. Shah & Associate, Chartered Accountants, will hold office for the
period of five consecutive years till the conclusion of 35th Annual General meeting to be
held in 2027.
17. COST AUDIT
The Central Government of India has not prescribed the maintenance of Cost Accounting
Records under sub Section (1) of Section 148 of the Companies Act, 2013 and hence this
clause is not applicable to the company.
18. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are part and partial of process and system procedures. It
is being monitored by the Board of Directors of the Company & Audit Committee
comprising of one of the professionals at periodic intervals. The Internal auditor is
appointed in compliance of Section 138 of the Act and is conducted to examine the
adequacy, relevance and effectiveness of control systems, compliance with policies, plans
and statutory requirements and reports are placed before the Audit Committee for its
review. During the previous financial year, the Company had in place requisite internal
financial controls, for smooth functioning commensurate with the size and operation of our
company. The Company has IFCS comensurate with the size and operation of the Company.
The Company also avails the services from the professionals of repute i.e. a Firm of
Chartered Accountant (Purvi Jignesh Shah & Co.) and advocate Hardik Bhupendra Shah and
Corporate Law Advisor Jignesh A. Shah on retainer basis, to assist the company broadly in
strategic matters, implementation of the policy, legal and internal financial controls
etc.
19. HEALTH SAFETY & ENVIRONMENT AND OTHER POLICIES
Your Company attaches the highest priority to safety, occupational health and
protection of environment in and around its working areas.
The Company has taken sufficient measures to maintain Industrial Health and Safety at
its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The
Company is also complying and maintaining all applicable Industrial and Labour laws /
rules. The Company has in place a Policy against Sexual Harassment at workplace in line
with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Complaints Committees have been set up to redress
complaints received regarding sexual harassment. The Company has not received any
complaints during the year under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. Policy available at Code Of Conduct
(crestchemlimited.in)
20. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO, STATEMENT OF PARTICULARS OF EMPLOYEES ETC.
Information required u/s. 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, form part of this report. However, as per the provisions of section 134, the
reports and accounts are being sent to all shareholders of the Company excluding the
information relating to conservation of energy, foreign exchange earnings and outgo, and
the statement of particulars of employees. Any shareholder interested in obtaining such
particulars may write to the Director / Company Secretary at the Corporate Office of the
Company at Ahmedabad. The same is sufficiently disclosed in notes to accounts.
21. CORPORATE GOVERNANCE REPORT
During the year under Report Securities & Exchange Board of India (SEBI) introduced
new listing Regulation, SEBI (LODR) Regulation, 2015 effective from December 1, 2015. The
Corporate Governance Report and practices followed by the Company are indicated separately
in the ANNEXURE forming part of this report. A certificate from the Practicing Company
Secretary of the Company, regarding the conditions of corporate governance as per Annexure
- F.
22. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder,
Schedule - IV of the Act and SEBI (LODR) Regulations, 2015, the Board has carried the
evaluation of its own performance, individual directors, its committees and Key Managerial
Personnel, on the basis of attendance, contribution and various criteria as recommended by
the Nomination and Remuneration Committee of the Company. The performance of
Non-Independent Directors (including the chairperson) and the Board as whole was also
evaluated by the Independent Directors at the separate meeting of Independent Directors of
the Company. The Directors expressed their satisfaction with the evaluation process.
Policy on Directors appointment and remuneration Criteria determining the qualifications,
positive attributes and independence of Directors. Independent Directors
• Qualifications of Independent Director. An Independent director shall possess
appropriate skills, qualifications, experience and knowledge in one or more fields of
finance, law, management, marketing, administration, corporate governance, operations or
other disciplines related to the Company's business.
• Positive attributes of Independent Directors. An independent director shall be a
person of integrity, who possesses knowledge, qualifications, experience, expertise in any
specific area of business, integrity, level of independence from the Board and the Company
etc. Independent Directors are appointed on the basis of requirement of the Company,
qualifications & experience, expertise in any area of business, association with the
Company etc. He / She should also devote sufficient time to his/her professional
obligations for informed and balanced decision making; and assist the Company in
implementing the best corporate governance practices.
• Independence of Independent Directors. An Independent director should meet the
requirements of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015 and give declaration to the Board of Directors for the same every year.
23. RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to adverse consequences
for the Company's business. Effective risk management process is key to sustained
operations thereby protecting shareholder value, improving governance process, achieving
strategic objectives and being well prepared for adverse situations or unforeseen
circumstances, if they occur in the lifecycle of the business activities. Your company has
followed the technique of following the Risk Transfer by taking various Insurance policies
and all Assets of the Company are sufficiently insured including Human Capital.
24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, industrial relations remained harmonious and cordial.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, the Company has received the order from The Honorable Add
Chief Metropolitan Magistrate in Criminal Case No: 0035137/2022 passed the order dated
November 20,2023.
In the above said matter board informs that, the Registrar of Companies, Gujarat has
filed a complaint before honorable Metropolitan Magistrate Court, Ahmedabad that the
company has defaulted by non-filing of Secretarial Audit Report vide form MR-3 pursuant to
section 204 of the companies act, 2013 and the rules made thereunder for the financial
year 2016-17 However, looking to the filing status with the help of practicing
professional it has been observed that the company has already filed and attached the
Secretarial Audit report in Form MR-3 within the stipulated time hence the company does
not seem to have defaulted in above statutory filing. Accordingly the matter has been
taken up with the help of the Advocate before honorable court vide discharge application,
During the year under review The Honorable Add Chief Metropolitan Magistrate in
Criminal Case No: 0035137/ 2022 passed the order dated November 20,2023 by disposing case
acquitted four directors of the Company and the Company ‘CRESTCHEM LIMITED"
26. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND FORMAL ANNUAL BOARD
EVALUATION
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and Individual Directors, including the Chairman of the Board. Pursuant to
the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR)
Regulations 2015, the Board has followed a structured evaluation process covering various
aspects of the Board's functioning.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy, inter alia, for nomination and appointment (including remuneration) of
Directors, senior management and key managerial personnel of the Company. The details of
Nomination and Remuneration Policy is stated in the Corporate Governance Report and
uploaded on website of the company at https:// www.crestchemlimited.in/
code-of-conduct.html
Further details on election process, appointment of Directors and the details of
remuneration paid to Directors and Managerial Personnel forms part of the Corporate
Governance Report.
27. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATIONOF MANAGERIAL PERSONNEL RULES, 2014.
There are permanent employees on the rolls of the Company as on 31st March, 2024
Including Shri Dipak Narendraprasad Patel who is Managing Director of the Company, Ms
Khyati Vyas who is Company Secretary cum Compliance office and CFO, Ratio/ Mean
remuneration compliance is applicable to the Company as is part of the report.
28. ACKNOWLEDGEMENT
The Directors extend their sincere thanks to the Bankers, Central and State Government
Authorities, Customers, Shareholders and all other who have been associated with the
Company, for their co-operation, continued support and for the confidence placed in the
management of the Company.
29. GENERAL INFORMATION
1. AGM held during the financial year 2023-24, on 24TH August, 2023.Stock
Exchange where the shares of the company are listed: BSE Ltd.
2. Scrip Code of the Company: 526269.
3. The Company has now appointed CDSL for monitoring of foreign investments and the
System Driven Disclosures in Securities Market as per SEBI circular SEBI/HO/ISD/
ISD/CIR/P/2020/168 dated September 09, 2020 regarding Automation of Continual Disclosures
under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015. The
company has now obtained certain ISO certification which will help in furthering the
business of the company.
4. Other Statutory Disclosures:
- The company does not have any Benami property, where any proceeding has been
initiated or pending against the company for holding any Benami property
- The company has not carried out any revaluation of its Property, Plant and Equipment.
- The company holds all properties in its own name.
- The company does not have any charges or satisfaction which is yet to be registered
with ROC beyond the statutory period.
- The company has not traded or invested in Crypto currency or Virtual Currency during
the year.
- The financial statements were authorized for issue in accordance with a resolution
passed by the Board of Directors. The financial statements as approved by the Board of
Directors are subject to final approval by its Shareholders.
- The company have not received any funds from any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary
shall: Directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries) or
Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
- The company have not advanced or loaned or invested funds to any other person(s) or
entity(ies), including foreign entities (Intermediaries) with the understanding that the
Intermediary shall:
Directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or Provide any
guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
|
By Order of the Board of Directors |
|
For & on behalf of Crestchem Limited |
|
Sd/- |
|
Dipak N. Patel |
| Place : Ahmedabad |
Chairman and Managing Director |
| Date : 4th July, 2024 |
(02052080) |
|