DIRECTORS' REPORT To, The Members, Master Chemicals Limited Sahara India Point, CTS 40-44, S.V. Road, Goregaon (West), Mumbai - 400 104. The Directors of your Company are presenting their Thirty Fifth Annual Report of the Company on the operations and financials of the Company for the year ended 31st March 2015 OPERATIONS: During the year under review, the total income of the Company was Rs. 369,427 as against Rs.400,150 income in the previous year. The loss for current fiscal is Rs.2,450. DIVIDEND: Due to lack of profit, the Board of Directors have not recommended any dividend for the Financial year 2014-2015. DIRECTORS: Shri R.S. Dubey was re-appointed as Director of the Company in the Annual General Meeting of the Company held on 26th September 2014 and is liable to retire by rotation. However, he was absent from more than four consecutive meetings of Board with or without obtaining leave of absence and hence he is deemed to have automatically vacated office of Director of the Company w.e.f. 13.02.2015. The Board appreciates the valuable contribution made by him during his tenure as Director of the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Somesh Bose, Director of the Company is retiring by rotation at the ensuing Annual General Meeting of the Company and is eligible for re-appointment. The Board recommends his name for re-appointment as Director of the Company. KEY MANAGERIAL PERSONNEL: Pursuant to section 203 of the Companies Act, 2013 and Rules made thereunder, the Company was required to appoint Key Managerial Personnel (KMP). In view of this, Shri P.C. Tripathy was appointed as Chief Financial Officer (CFO) w.e.f. 11.11.2014. Shri Paawan Bhargava ACS 26587 was appointed as Company Secretary of the Company w.e.f. 11.11.2014 and he has resigned from the said post w.e.f. 26.06.2015. AUDITORS: M/s Chaturvedi & Co., Chartered Accountants was appointed as the Statutory Auditors of the Company for a period of three years at the Annual General Meeting of the Company held on 26th September 2014 since end of that Annual General Meeting of the Company, subject to ratification by shareholders at each Annual General Meeting to be held hereafter. In view of this, the matter is being placed before the shareholders to consider the ratification of appointment of M/s Chaturvedi & Co., as Statutory Auditors of the Company as per recommendation of the Board of Directors of the Company. AUDITORS' REPORT: The Report of the Statutory Auditors M/s. Chaturvedi & Co., on the financials of the Company for the Financial Year 2014-2015 is self-explanatory and lacks any qualifications and hence needs no further explanations. PUBLIC DEPOSITS: The Company has not accepted any public deposit during the year under review. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988: The particulars required U/s 134(3) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company. During the year under review there was no foreign exchange earning and outgo. PARTICULARS OF THE EMPLOYEES: The provisions of Section 197(12) of the Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011 are not attracted to the Company, since during the year under review, the Company has not paid any remuneration to any of its employee exceeding the limits specified under the said section. SECRETARIAL AUDIT REPORT: In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nikita Agarwal & Associates, Practicing Company Secretary, C. P. No. 9907 as Secretarial Auditor of the Company and their report dated 25th May, 2015 is attached to this report. The observations made therein are self-explanatory and do not call for any further clarifications / comments. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors, based on the representation received from the operating management, confirm that:- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any, and there is no material departure from following the accounting Standards (b) they have, in selection of accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgment and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the Profit or Loss of the Company for that period. (c) they have taken proper and sufficient care to the best of their knowledge and ability, 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 preventing and detecting fraud and other irregularities. (d) they have prepared the annual accounts on a Going Concern basis, and (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENTS: Employees are our vital and most valuable assets of the Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. Ministry of Corporate Affairs, SEBI, the Stock Exchange, Depositories and other stakeholders including producers and vendors. For and on behalf of the Board of Directors of Master Chemicals Limited Sd/- Somesh Bose (Director) Sd/- Tapas Basak (Director) Place: Mumbai Date: 12th August, 2015 |