Dear Members,
Your Directors take great pleasure in presenting the 11th Annual Report of CHD CHEMICALS LIMITED the "Company" on business and operations of the Company along with the audited financial statements of accounts for the financial year ended 31st March 2024.
1. FINANCIAL SUMMARY
The Company's financial performance, for the year ended March 31, 2024 is summarized below:
The Board's Report shall be prepared based on the stand alone financial statements of the company. Amount in Lacs.
Particulars
2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS
The company is engaged in the business of trading of chemicals and dyes.
The Total revenue for the Current year is Rs. 1623.04 lacs in comparison to Last year's revenue I.e. Rs. 1907.30 Lacs
The Profit in the Current year is Rs.25.81 lacs in comparison to Rs. 6.55 Lacs last year's.
During the year under review, there has been no change in the nature of the business of the Company. Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
3. MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred between Balance Sheet date and the date on which the financial statement are approved by the Board of Directors.
5. TRANSFER TO GENERAL RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013
No amount has been transferred to the general reserve during the year under review.
6. SHARE CAPITAL
During the Financial Year 2023-24,
Company increased its Share Capital on following occasions:
(i) Authorized Share Capital
No Change in the Authorized capital of the company during the year under review.
(ii) Paid up Share Capital:
No change in the paid up share capital of the company during the year
(iii) ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights during the year under review. Hence the provisions of Section 43 of the Companies Act, 2013 are not applicable.
(iv) ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any sweat equity shares during the year under review. Hence the provisions of Section 54 of the Companies Act, 2013 are not applicable.
7. DEPOSITS
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT
During the Financial Year under review, the Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 as amended from time to time which are not in compliance with the requirements of Chapter V of the Act.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
Mr Mehtab singh ha sbeen appointed as director on 6th September, 2023 and then change his designation from Non executive director to Managing Director on 30th December, 2023. Mrs Santosh Rani designation change from director to Independent Director with effect from 6th September, 2023.
In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr Subhash Chander (DIN No 08681546),being Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his appointment.
KEY MANAGERIAL PERSONNEL
N change in Key Manaerial Personnel
BOARD COMMITTEES
Details of Board committees and term of reference is provided in the "Annexure V" corporate Governance report of the company.
9. BOARD MEETINGS
The details of the Number of Meetings of the Board held during the financial year 2023-24 form part of the Corporate Governance. There were 7 meetings held during the year
10. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Vijender Singh and Mrs Santosh rani, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from Mr. Mr. Vijender Singh and Mrs Santosh rani
11 . DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and 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, 2024 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the sAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a ‘going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
12. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis, therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to in the Accounting Policies to the Financial Statement which sets out related party disclosures as prescribed under Accounting Standard 18.
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in "Annexure - 1" Form AOC-2 and the same forms part of this report.
14 . COMPANY'S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
In accordance with Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee has formulated
Remuneration Policy ("the policy"). The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes and independence of a director.
15. STATUTORY AUDITORS
In the Annual General Meeting held for financial year 2021-22 Members approved appointment of D S P & Associates, Chartered Accountants (Firm Registration No. 006791N) as Statutory Auditors of the Company to hold office for from the financial year 2021-2022
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the statutory Auditor in their report.
There are some matter of emphasis given by the auditor board of director took the note of the esame.
Secretarial Auditor in his Secretarial made the following qualifications
(a) The company has not filed Form AOC 4 XBRL and form MGT -7 for F.Y. Ended 31.03.2023 by the end of 31.03.2024.
(b) There were certain instance wherein the Company has delayed in filing the returns / disclosures with Registrar of Companies and the Company has paid additional fees for the same.
(c)The Company's Website is not working as required by regulation 46 of (Listing Obligations and Disclosure Requirements) Regulations, 2015; hence we can no comment upon the correctness and data dissemination as per regulation 27 of (Listing Obligations and Disclosure Requirements) Regulations, 2015Boad Comments: in regard to point a and b company didn't received the loan documents from the financial institution so was not able to file the form.
With regard to point a and bcompany is taking proper precautions to file the forms on time.with regard to point c company is maintaining the site but on the day inspected by PCS it was down due to some technical issues.
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17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has not granted any loans and made investments, or given guarantees or provided securities to other bodies corporate under the provisions of Section 186 the Companies Act, 2013.
18. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2023 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure II.
19. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year 2023-24.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE
8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the
" Annexure-IV" of the Annual Report.
The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24. No of complaints received : Nil No of complaints disposed off: Nil
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure "III"
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.
Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. It provides direct access to the employees of the Company to approach the CFO of the company or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.
27. SECRETARIAL AUDIT REPORT
The Company has appointed Neeraj Jindal & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Report of the Secretarial Auditor is annexed to the Board's Report as Annexure ‘A'.
28. BOARD EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2(e) of the SEBI (LORD) 2015, is presented in Annexure VI and the same is for the part of this report.
30. BUSINESS RESPONSIBILITY REPORT (BRR)
The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, the give report on Business Responsibility Report (BRR) is not mandatorily applicable to our company, hence not annexed with Annual Report.
31. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013, therefore no disclosures are required to be made.
32. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There has been no subsidiary/Associate/Joint Venture incorporated/ceased of your company during the financial year 2023-24
33. DISCLOSURES PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013:
No disclosure under section 197(14) of the Companies Act, 2013 is required. Company has no Holding or Subsidiary company as on 31st March, 2024
34. Dividend
No dividend has been declared by the company during the financial year 2023-24
34. SHARES IN SUSPENSE ACCOUNT
There are no shares lying in suspense account
35. REPORTING OF FRAUDS
There was no instance of fraud during the year under reivew, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.
36. STATEMENT OF DEVIATION OR VARIATION
Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of proceeds
37. OTHER DISCLOSURES a.There was no revision of financial statements and Board's Report of the Company during the year under review b. There has been no change in the nature of business of the Company as on the date of this report c. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. d. The requirement to disclose the details of the difference between the amount of valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
38. ACKNOWLEDGEMENT
The Board of Directors acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the company's growth.