TO THE MEMBERS:
Your Directors have pleasure in presenting the Directors' Report along with the AuditedFinancial Statements for the Financial Year (F.Y.) 2018-19.
Your Company's 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 summarizedbelow:- (Amount in Rs.)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income ||924336977 ||855733146 ||993701071 ||877656935 |
|Profit Before Taxation & ||27489956 ||23692180 ||36909345 ||28273162 |
|Exceptional Items || || || || |
|Add: Exceptional Items ||0 ||0 ||0 ||0 |
|Profit Before Taxation (PBT) ||27489956 ||23692180 ||36909345 ||28273162 |
|Less: Tax Expense ||(7981901) ||(7398960) ||10905676 ||8711908 |
|Profit after Taxation (PAT) ||19508055 ||16293221 ||26003669 ||19561254 |
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 FinancialYear (F.Y.) 2018-19.
Your Company operates single segment business viz. Trading of Chemical. At standalonelevel the net revenue from operations stood at Rs. 92.43 crores compared with Rs. 58.57Crores in the Previous Year. The operating profit before tax stood at Rs. 2.75 crores asagainst Rs. 2.37 in the Previous Year. Total Comprehensive Income for the year after taxstood at Rs. 3.14 crores compared to Rs. 1.46 crores reported in the Previous Year. TheNet Consolidated Revenue from operations for financial year 2018-19 was at Rs. 99.37Crores 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. 2.83crores in the Previous Year. Total Comprehensive Income for the year after tax stood atRs. 3.79 crores compared to Rs. 1.79 crores reported in the Previous Year.
The Chemical Industry in India is witnessing an unprecedented growth opportunitylargely due to International events. For a company like Yash Chemex which is intochemical intermediates the opportunity stands accentuated as its products support a widerange of industries. In the current scenario Chemical Intermediates are witnessing a bigjump in demand both due to growing demand from domestic end user industries and reducedavailability of intermediates from China. Your Company expects the situation to remainconducive in the foreseeable future
Your Company has interests in several businesses including FMCG products like PerfumePocket Perfumes Body Deodorant Sprays Refreshing Toners Hair-Re-Growth Oil hand-madeNatural Soaps and manufacturing of Industrial Dyes Pigments Paste and Intermediatesthrough its subsidiary
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing the salient features ofthe financial statements of our Subsidiary in the Form AOC-1 is annexed and form part ofthe Annual Report as Annexure A. In accordance with Section 136 of the Companies Act2013 the Audited Financial Statements including the consolidated financial statementsaudited accounts of the Subsidiary and other documents are available on your Company'swebsite: www.yashchemec.com.
MATERIAL CHANGES AND COMMITMENTS SINCE THE FINANCIAL YEAR END:
There have been no material changes and commitments affecting the financial position ofyour Company which have occurred between March 31 2019 and the date of this Directors'Report.
Pursuant to the approval of the Board of Directors on February 14 2019 your Companypaid an interim dividend of Rs. 0.30/- per equity share of face value of Rs. 10/- each toshareholders who were on the register of members as on February27 2019 being the recorddate fixed for this purpose. The Board has not recommended a final dividend and theinterim dividend of Rs. 0.30/-per equity share declared by the Board in February 2019shall be considered as the final dividend for the financial year 2018-19. Thus the totaldividend 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. Thedirectors have decided to plough back the profit into the business and declare InterimDividend for the financial year ended March 31 2019. The Board proposes to transferbalance of profit to the General Reserve.
There has been no change in the Company's Issued Subscribed and Paid-up Equity ShareCapital in between the end of financial year 31st March 2018 and 31st March 2019. On31st March 2019 the Equity Share Capital stood at Rs. 1024.34 Lacs divided in to10243425 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 theextract 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 Companyi.e. http://www.yashchemex.com
Your Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Raj V. Shah resigned from the directorship of the Company w.e.f. July 07 2018 interms of the provisions of Section 168 of the Companies Act 2013. Mrs. Dimple P. Shah hasbeen 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 theSection 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 theprovisions of Section 203 of the Companies Act 2013 throughout the Financial Year2018-19:-
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 CompaniesAct 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and any other applicable provisions the Nomination and RemunerationCommittee of the Board of Directors of the Company have formulated the Nomination andRemuneration Policy.
The Nomination and Remuneration Policy of your Company have been made available on thewebsite 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 disclosureis hereby given that the Company has received declaration / confirmation of independencefrom all the 3 (three) Independent Directors of the Company pursuant to Section 149(6) ofthe Companies Act 2013 as may amended from time to time after undertaking dueassessment of the veracity of the same and the Independent Directors have complied withthe Code for Independent Directors prescribed in Schedule IV to the Companies Act 2013.The certificates of Independence received from all the Independent Directors have beenduly noted by the Board.
MEETINGS OF THE BOARD OF DIRECTORS:
The Meetings of the Board of Directors are pre-scheduled and intimated to all theDirectors in advance in order help them plan their schedule. However in case of specialand urgent business needs approval is taken either by convening meetings at a shorternotice with consent of all the Directors. There were 15 (fifteen) Meetings of the Board ofDirectors held during the Financial Year (F.Y.) 2018-19 (i.e. May 09 2018 May 292018June02 2018 June 07 2018 June 26 2018 June 30 2018 July 19 2018 July 21 2018August 30 2018 September 05 2018 December 10 2018 December 26 2018 January 242019 February 14 2019 and March 05 2019).
The maximum gap between two Board Meetings did not exceed120 (One Hundred Twenty) days.
Pursuant to the provisions of Section 177(8) of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 18 read withPart C of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has constituted an AuditCommittee of the Board of Directors. The Audit Committee comprises of the followingMembers:-
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. TheCompany Secretary and Compliance Officer acts as Secretary to the Audit Committee. TheAudit Committee has made observations and recommendations to the Board of Directors whichhave been noted and accepted by the Board.
During the Financial Year 2018-19 all recommendations made by the Audit Committee tothe Board of Director were accepted by the Board and there were no instances where therecommendations were not accepted.
There were 5 (five) Meetings of the Audit Committee held during the Financial Year2018-19 (i.e. on May 072018 May 29 2018 September 04 2018 December 10 2018 andFebruary 14 2019).
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 19 read withPart D of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements)
Regulations 2015 your Company has constituted a Nomination and Remuneration Committeeof the Board of Directors. The Nomination and Remuneration Committee comprises of thefollowing 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 duringthe 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 Act2013 and Regulation 20read with Part D of Schedule II of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has constituted aStakeholders' Relationship Committee of the Board of Directors comprising of thefollowing Members as on March 312019:- 1. Mr. Jinal D. Shah (Chairman - Non-ExecutiveIndependent Director) 2. Ms. Angee R. Shah (Member Non-Executive-IndependentDirector) 3. Ms. Vrusha A. Patel (Member - Non-Executive-Independent Director)
During the Financial Year 2018-19 4 (Four) Meeting of the Stakeholders' RelationshipCommittee was held i.e. on April 07 2018 July 10 2018 October 08 2018 and January09 2019.
MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors met once during the Financial Year2018-19 i.e. on March 282019. The Meeting of the Independent Directors was conducted in an informal manner withoutthe presence of the Chairman Managing Director Chief Financial Officer and the CompanySecretary & Compliance Officer.
Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. Thepurpose of the Policy is to enable employees to raise concerns regarding unacceptableimproper practices and/ or any unethical practices in the organisation without theknowledge of the Management. All employees shall be protected from any adverse action forreporting any unacceptable or improper practice and/or any unethical practice fraud orviolation of any law rule or regulation. This Policy is also applicable to the Directorsand Employees of the Company. Mr. Jinal D. Shah has been appointed as the WhistleBlowing Officer' and his contact details have been mentioned in the Policy. Furthermoreemployees are also free to communicate their complaints directly to the Chairman /Membersof the Audit Committee as stated in the Policy. The Policy is available on the website ofthe Company. On a quarterly basis the Audit Committee reviews reports made under thispolicy and implements corrective actions wherever necessary.
The Board has carried out an Annual Performance Evaluation of its own the Directorsindividually as well as the evaluation of the working of its Committees. The performanceevaluation of the Board as a whole Chairman and Non-Independent Directors was carried outby the Independent Directors.
A structured questionnaire was prepared after taking in to consideration variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance. The confidentialonline questionnaire was responded to by the Directors and vital feedback was receivedfrom 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 employeescan work together without fear of sexual harassment exploitation or intimidation. TheBoard 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 312019:
|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 preventionof sexual harassment at workplace which provides for a proper mechanism for redressal ofcomplaints of sexual harassment.
There were no complaints of sexual harassment received by the ICC during the FinancialYear 2018-19.
SIGNIFICANT REGULATORY OR COURT ORDERS:
During the Financial Year 2018-19 there were no significant and material orders passedby the regulators or Courts or Tribunals which can adversely impact the going concernstatus 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 relatedparties. The particulars of every contract or arrangements entered into by the Companywith related parties referred to in subsection (1) of section 188 of the Companies Act2013 are disclosed in Note 45 of standalone Financial Statement. The Policy on materialityof related party transactions and on dealing with related party transactions as approvedby the Board may be accessed on the Company's website at the link: www.yashchemex.comThere are no materially significant related party transactions that may have potentialconflict 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 financialcontrols and processes for efficient conduct of its business operations and ensuringsecurity to its assets and timely preparation of reliable financial information. In theopinion of the Board the internal financial control system of the Company commensuratewith the size scale and complexity of business operations of the Company.
Further the internal financial controls with reference to the Financial Statements areadequate 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 aresafeguarded and protected against loss from unauthorized use or disposition and thattransaction are authorized recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal externalaudits and periodic review by the Management. This system is designed to adequately ensurethat financial and other records are reliable for preparing financial information andother data and for maintaining accountability of assets.
The Statutory Auditors and the Internal Auditors were inter alia invited to attendthe Audit Committee Meetings and present their observations on adequacy of InternalFinancial Controls and the steps required to bridge gaps if any. The Board of Directorsnoted 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 ofthe 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 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; b. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe Financial Year (i.e. March 31 2019) and of the profit and loss of the Company forthat period (i.e. the Financial Year 2018-19); c. the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. the Directors have preparedthe Annual Accounts on a going concern basis; e. the Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and f. the Directors have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
As required by Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations') adetailed report on Corporate Governance is included in the Annual Report.
Yashree Dixit & Associates Company Secretaries have certified the Company'scompliance requirements of Corporate Governance in terms of Regulation 34 of the ListingRegulations and their Compliance Certificate is annexed to the Report on CorporateGovernance.
Pursuant to the provisions of section 139 of the Companies Act 2013 an audit firm canact as auditors of a listed company for a maximum tenure of two terms of 5 consecutiveyears. For the purpose of reckoning this limit existing tenure of the auditors needs tobe counted. Further companies have been given a transition time of 3 years from April 12014 to comply with this provision.
As per the above requirement the term of Company's auditors Harshad Sudhir & Co.(Registration No.129775W) Chartered Accountants Ahmedabad comes to an end with theconclusion of audit for the financial year 2018-19. After conducting a detailed evaluationand based on the recommendation of Audit Committee the Board approved the proposal forplacing at the 13thAGM the matter of appointment of Harshad Sudhir & Co. CharteredAccountants (Registration No. 129775W) as statutory auditors of the Company for a term of5 years from the financial year 2019-20 onwards on such terms and conditions andremuneration as may be decided by the Audit Committee. A resolution to that effect formspart of notice of the 13thAGM sent along with this Annual 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 312019. Pursuant to provisions of section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Risk and ComplianceCommittee during the year under review.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board of Directors of your Company appointed Yashree Dixit & AssociatesCompany Secretaries (Membership No.: 52508) as the Secretarial Auditors of the Company forthe conduct of Secretarial Audit for the Financial Year 2019-20 pursuant to theprovisions of Section 204 of the Companies Act2013 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 Board's Report.
The qualification/observation of the Secretarial Auditor is self-explanatory.
RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS & DISCLAIMERS MADE BYTHESTATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:
There are no qualifications reservations adverse remarks and disclaimers of theStatutory 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 theSecretarial 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 includingwaste 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 noneed 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 developmentor import substitution; N.A.
III. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)- N.A.
*Your Company is in Business of trading of Chemical so in trading business there is noneed of Technology Absorption.
POLICIES OF THE COMPANY:
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") have mandated theformulation of certain policies for all listed companies. All the Policies are availableon the Company's website www.yashchemex.com.
The key policies that have been adopted by the Company pursuant to the provisions ofthe Companies Act 2013 and the Rules framed thereunder the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 and otherapplicable 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) Regulations2015 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 Company's securities and to maintain the uniformity transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. |
Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India.
The remuneration paid to Directors and Key Managerial Personnel of the Company duringthe Financial Year 2018-19 was in accordance with the Nomination and Remuneration Policyof the Company.
Disclosures with respect to the remuneration of Directors and employees as requiredunder 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 & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company.
The additional information required to be given under the Companies Act 2013 and theRules made thereunder has been laid out in the Notes attached to and forming part of theAnnual Accounts. The Notes to the Accounts referred to the Auditors' Report areself-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 Statementsof its Subsidiary. The Audited Annual Accounts and related information of the Company'ssubsidiary will be made available upon request.
These documents will also be available for inspection during all days except SaturdaysSundays and public holidays from 10.00a.m. (IST) to 4.00 p.m. (IST) at the Company'sRegistered Office. The subsidiary companies' Audited Accounts are also available on theCompany's website www.yashchemex.com
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the Section 125 and other applicable provisions of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ("IEPF Rules") all the unpaid or unclaimeddividends are required to be transferred to the IEPF established by the CentralGovernment upon completion of 7 (seven) years.
Further according to the IEPF Rules the shares in respect of which dividend has notbeen paid or claimed by the Shareholders for 7 (seven) consecutive years or more are alsorequired 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 theretowhich 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 stipulatedunder Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of the Annual Report.
Statements in the Directors' Report and the Management Discussion and Analysis Reportdescribing the Company's objectives projections expectations estimates or forecastsmaybe forward-looking within the meaning of applicable laws and regulations. Actualresults may differ substantially or materially from those expressed or implied therein dueto risks and uncertainties. Important factors that could influence the Company'soperations inter alia include global and domestic demand and supply conditions affectingselling prices of finished goods input availability and prices changes in governmentregulations tax laws economic political developments within the country and otherfactors such as litigations and industrial relations.
Your Directors wish to place on record sincere appreciation for the support andco-operation received from various Central and State Government Departments organizationsand agencies. The Directors also gratefully acknowledge all stakeholders of your Companyviz. Shareholders customers dealers vendors banks and other business partners forexcellent support received from them during the Financial Year under review. YourDirectors also express their warm appreciation to all the employees of the Company fortheir 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
Date: May 28 2019