DIRECTORS REPORT Dear Members, Your Directors take great pleasure in presenting their report on the business and operations of your Company along with the Annual Report and audited financial statements for the Financial Year 2014-15. 2. REVIEW OF OPERATIONS: The Company has made a Profit of Rs. 2,67,921 during the financial year. The shares of your Company are listed at BSE Limited. The Chemical industry as such is not looking good. The scope for development has come down drastically. However, it does not affect its status as a going concern as the Company continues to look for various other business opportunities. 3. DIVIDEND: During the year under review, the Directors do not recommend any dividend. 4. FIXED DEPOSIT: During the year under review, the Company has not invited or accepted any Deposits from the public. 5. PARTICULARS OF EMPLOYEES: Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your company has no such employees. 6. DIRECTORS: Mr. Krishnamurthy Vasudevan who retires by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting. The Board of Directors appointed Mrs. Arthi Khandelwal as an Additional Director at their meeting held on 31M March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director. Mr. Vinay Mehta is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of5 year w.e.f01/09/2015 to 31/08/2020. Mr. Sanjeev Mehta, Mr. Dharmen Joshi and Mr. Jayesh Patel resigned from the Directorship of the Company with effect from 30/05/2015 and Mr. Mohan Sankaranarayanan and Mr. Lalji Yadav resigned from the Directorship of the Company with effect from 10/08/2015. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company. All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 7. AUDITORS AND THEIR REPORT: Pursuant to the provisions of Section 139 and Rules framed there under, M/s Ashvin Thomar & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM. Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. 8. INTERNAL AUDITORS : The company has appointed Mr. Bhushan Adhatrao, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16. 9. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed: a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year review. c) that the Directors had taken proper and sufficient care 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, and, d) The Directors had prepared the accounts for the financial year ended31st March, 2015ona going concern basis. e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013. 11. NUMBER OF MEETINGS: The Board has met Five times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 12. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION : Since the Company is not manufacturing activity as like a unit provision of Section 134(3)(m) of the company Act, 2013, read with the Rule 8 (3) of Companies (Accounts ) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable 13. FOREIGN EXCHANGE EARNINGS AND OUTGO : There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports. 14. RESEARCH & DEVELOPMENT : No Specific Research & Development activities have been carried on by the Company. 15. STOCKEXCHANGES: The Company's shares are listed on the following Stock Exchanges: a) BSE Limited. 16. CORPORATE GOVERNANCE: In line with the requirement of Clause 49 of the Listing Agreement, a separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company is annexed herewith for the information of the members. 17. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 18.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: The Company has not entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made thereunder and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts ofCompanies under the Companies Act, 2013, is not appended herewith. 19. SUBSIDIARIES: The Company has no subsidiaries. 20. SECRETARIAL AUDIT REPORT: As required under section 204 (I) of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. Mandar Palav, Practising Company Secretary as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure B to the Board's Report. 21. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith and form part of Annual Report. 22. OTHER LAWS: During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. 23. WHISTLE BLOWER POLICY AND VIGIL MECHANISM: The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct. It also helps to promote ethical behaviour in its activities. 24. ACKNOWLEDGEMENT: Your Directors place on record its sincere appreciation towards the Company's valued customers for their support and the confidence reposed by them in the Company. We take this opportunity to thank the Company's clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future. For and on behalf of the Board For Fischer Chemic Limited (Mr. VinayMehta) Chairman DIN:07264798 Place: CHENNAI Date: 25.08.2015 |