| Dear Members,
The Directors have pleasure in presenting the TWENTY THIRD ANNUAL
REPORT together with the Audited Accounts of the Company for the period
of 12months ended on 31st March, 2015.
1. FINANCIAL RESULTS
(Rs. In Lacs)
As at As at
31-03-2015 31-03-2014
(12 Months) (12 Months)
Operating Profit/(Loss) 74.83 8.18
(before interest and depreciation)
Less: Interest 1.65 2.42
Profit/(Loss) before depreciation 73.18 5.76
Less : Depreciation 4.88 8.35
Profit/(Loss) before Tax 68.3 (2.59)
Less : Current Tax. 7.15 0.00
(Excess)/ Short Provision
for earlier year 0.00 (0.007)
Profit/(Loss) after Tax 61.15 (2.59)
Amount of Profit and Loss
A/c brought forward (259.25) (256.66)
Amount available for appropriations
carried to Balance Sheet (198.1) (259.25)
2. TRANSFER TO RESERVES:
The Company has not transferred any sum to the General Reserves during
the period under review.
3. DIVIDEND
Your directors regret their inability to recommend any dividend on the
equity shares during the period under review.
4. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
5. OPERATIONS
The Operations remained sub-optimal due to financial constraints and
the time which was required to be devoted in technically perfecting the
products/formulations, in the potential nutraceutical - Enteral and
Pediatric nutrition field. New products which will be introduced in the
subsequent years in branded retail packages have been technically
perfected, whereby there will be better profitability in subsequent
years. The Company is now ready with one of the branded product for
which the trademark final registration has been approved and granted to
the Company by the Trademark Authority of India.
6. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Narendrakumar H. Patel a
Director of the Company, retires by rotation and being eligible offers
himself for re-appointment.
The Board of Directors has appointed Smt. Binaben Paras kumar Patel as
an Additional director w.e.f 25-03-2015. She will hold office up to
the ensuing AGM, of the Company and being eligible, offers herself for
re-appointment. Notice under section 160 of the Act, has been received
by the company from a Member, signifying his intention to propose the
candidature of Smt. Binaben Parasbhai Patel as an independent Director
of the Company.
The Board of Directors has appointed Shree Neil Darshan Dalal as an
Additional director w.e.f 30-01-2015. He will hold office up to the
ensuing AGM, of the Company and being eligible, offers himself for
re-appointment. Notice under section 160 of the Act, has been received
by the company from a Member, signifying his intention to propose the
candidature of Shree Neil Darshan Dalal as an independent Director of
the Company.
7. 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.
8. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, The Secretarial Audit report for
the financial year ended 31st March, 2015 given by Ms. Dhara Shah,
Practicing Company Secretary is annexed as Annexure B to this report.
9. NUMBER OF BOARD MEETINGS
During the year the Board of Directors met seven times. The details of
the Board meetings are provided in the Corporate Governance Report.
10. 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 2015 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 annual accounts have been prepared on a going concern basis.
(e) The Directors have devised proper systems to ensure compliances
with the provisions of applicable laws and such systems are adequate
and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Following Directors are independent in terms of section 149(6) of
the Act and clause 49 of the listing agreement:
1) Shri Rajesh I. Mody
2) Shri Narendrakumar H. Patel
3) Shri Neil Darshan Dalal
4) Smt. Binaben Parasbhai Patel
The Company has received requisite declarations/ confirmations from all
the above Directors confirming their independence.
12. 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.
13. 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.
14. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return for the Financial Year ended on 31st
March, 2015 as required by Section 92(3) of the Act is annexed as
Annexure C to this report.
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered in to during the year
under report were on arm's length basis and in the ordinary course of
business. There are no materially significant related party
transactions made by the Company during the year.
Details of related party transactions entered into by the Company
during the financial year 2014-2015 are provided in Note 23 to the
Financial Statements.
16. DEPOSITS
No Public deposits were accepted or matured during the period under
review.
17. FINANCE
The accumulated losses of the company are in excess of 50% of the net
worth, as on 31st March, 2015. The company is not a sick industrial
undertaking within the clause (O) of sub clause(i) of section 3 of sick
industrial companies (Special Provision) Act, 1985. The company has no
outstanding term loans or working capital loans or any kind of loans
from banks or financial institutions. There are no outstanding interest
payments on above.
As a part of restructuring the company's operations and finances, the
company in the process of disposing off old assets (land, building &
obsolete Plant and Machinery) and replacing it by purchasing and
installing new assets (land, modern building & Plant and Machinery);
which will be more appropriately suitable for conducting the operation
of the Company and will be better compliant to the modern good
manufacturing practices (GMP) norms of the industry, to remain abreast
and relevant with respect to the changing technological and business
environment.
The company has not incurred any cash losses during the year 2012-2013,
2013-14 & 2014- 2015.
18. AUDITORS
M/s. Talati & Talati, Chartered Accountants, Ahmedabad, the auditors of
the Company retire at the conclusion of the ensuing Annual General
Meeting. They are eligible for re-appointment and have furnished
certificate to the effect that their appointment, if made, will be in
accordance with the limits specified in Section 139 and 141 of the
Companies Act, 2013. Your Directors recommend their re-appointment.
In the opinion of directors, the observations made in the Auditor's
Report are self Explanatory and the notes to the accounts are
self explanatory and adequately explain the matters, which are dealt
with by the auditors.
19. 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.
20. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
21. INFORMATION REGARDING CONSERVATION OF ENERGY 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 Registered Office of the Company.
22. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report & practices followed by the Company are
indicated separately in the Annexure D forming part of this report. A
certificate from the Practicing Company Secretary of the Company,
regarding the conditions of corporate governance as stipulated under
clause 49 of the listing agreement is annexed to this report.
23. 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.
24. INDUSTRIAL RELATIONS, SAFETY AND ENVIRONMENT
During the year under review, the industrial relations remained
harmonious and cordial.
25. FORMAL ANNUAL EVALUATION & POLICY RELATING TO REMUNERATION FOR THE
DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
Nomination and remuneration committee has laid down the standard
procedure and method for evaluation of performance of each directors,
key managerial personnel and members of the committees.
Policy for Selection of Directors and determining Directors'
independence
1. Introduction
1.1 CRESTCHEM LIMITED believes that an enlightened and combination of
youth with experience Board consciously creates a culture of leadership
to provide a long-term vision and policy approach to improve the
quality of governance. Towards this, CRESTChEm LIMITED ensures
constitution of a Board of Directors with an appropriate composition,
size, diversified expertise and experience and commitment to discharge
their responsibilities and duties effectively.
1.2 CRESTCHEM LIMITED recognizes the importance of Independent
Directors in achieving the effectiveness of the Board. CRESTCHEM
LIMITED aims to have an optimum combination of Executive, Non-Executive
and Independent Directors.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, incase
of their appointment as independent directors of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a company.
3.2 "Nomination and Remuneration Committee" means the committee
constituted by CRESTCHEM LIMITED Board in accordance with the
provisions of Section 178 of the Companies Act, 2013 and Clause 49 of
the Equity Listing Agreement, whenever applicable.
3.3 "Independent Director" means a director referred to in
sub-section (6) of Section 149 of the Companies Act, 2013 and Clause
49(II)(B) of the Equity Listing Agreement, whenever applicable.
4. Policy:
4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration Committee (NRC), and the Board,
shall review on an annual basis, appropriate skills, knowledge and
experience required of the Board as a whole and its individual members.
The objective is to have a Board with diverse background and experience
that are relevant for the Company's global operations.
4.1.2 In evaluating the suitability of individual Board members, the
NRC may take into account factors, such as:
* General understanding of the Company's business dynamics, global
business and social perspective; Educational and professional
background Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following
requirements:
* Shall possess a Director Identification Number;
* Shall not be disqualified under the Companies Act, 2013;
* Shall give his written consent to act as a Director;
* Shall endeavor to attend all Board Meetings and wherever he is
appointed as a Committee Member, the Committee Meetings;
* Shall abide by the Code of Conduct established by the Company for
Directors and Senior Management Personnel;
* Shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
* Such other requirements as may be prescribed, from time to time,
under the Companies Act, 2013, Equity Listing Agreements and other
relevant laws.
4.1.4 The NRC shall evaluate each individual with the objective of
having a group that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NRC shall assess the independence of Directors at the time of
appointment / re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when
any new interests or relationships are disclosed by a Director.
4.2.2 The criteria for appointment/re-appointment of independence is as
laid down in Companies Act, 2013 and Clause 49 of the Equity Listing
Agreement, whenever applicable.
4.2.3 The Independent Directors shall abide by the "Code for
Independent Directors" as specified in Schedule IV to the Companies
Act, 2013.
4.3 Other directorships/committee memberships
4.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance.
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as directors of the Company. The NRC shall
take into account the nature of, and the time involved in a Director's
service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies
of which not more than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more
than 7 Listed Companies and not more than 3 Listed Companies in case he
is serving as a Whole- time Director in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or
act as Chairman of more than 5 Committees across all companies in which
he holds directorships.
For the purpose of considering the limit of the Committees, Audit
Committee and Stakeholders' Relationship Committee of all Public
Limited Companies, whether listed or not, shall be included and all
other companies including Private Limited Companies, Foreign Companies
and Companies under Section 8 of the Companies Act, 2013 shall be
excluded.
Remuneration Policy for Directors, Key Managerial Personnel and other
employees
1. Introduction
1.1 CRESTCHEM LIMITED recognizes the importance of aligning the
business objectives with specific and measurable individual objectives
and targets. The Company has therefore formulated the remuneration
policy for its directors, key managerial personnel and other employees
keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the
company successfully.
1.1.2 Ensuring that relationship of remuneration to performance is
clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the Company.
3.2 "Key Managerial Personnel" means
(I) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act,
2013
3.3 "Nomination and Remuneration Committee" means the committee
constituted by CRESTCHEM LIMITED Board in accordance with the
provisions of Section 178 of the Companies Act, 2013 and applicable
clause of the Equity Listing Agreement.
4. Policy:
4.1 Remuneration to Executive Directors and Key Managerial Personnel
4.1.1 The Board, on the recommendation of the Nomination and
Remuneration Committee (NRC), shall review and approve the remuneration
payable to the Executive Directors of the Company within the overall
limits approved by the shareholders.
4.1.2 The Board, on the recommendation of the NRC, shall also review
and approve the remuneration payable to the Key Managerial Personnel of
the Company.
4.1.3 The remuneration structure to the Executive Directors and Key
Managerial Personnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior
Executives (Executive Committee) shall be reviewed by the NRC and
Annual Performance Bonus will be approved by the Committee based on the
achievements against the Annual Plan and Objectives.
4.2 Remuneration to Non-Executive Directors
4.2.1 The Board, on the recommendation of the NRC, shall review and
approve the remuneration payable to the Non- Executive Directors of the
Company within the overall limits approved by the shareholders.
4.2.2 Non-Executive Directors shall be entitled to sitting fees for
attending the meetings of the Board and the Committees thereof.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile, skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
26. 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 reposed in the management of
the Company.
27. GENERAL INFORMATION
AGM held during the financial year: 30TH SEPTEMBER, 2014.
For and on behalf of the Board
Sd/-
Place : Indrad(Kadi) Dipak N. Patel
Date : 7th August,2015 Chairman/Managing Director
(DIN-02052080)
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