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Mahickra Chemicals Ltd.

BSE: 0 | NSE: MAHICKRA | Series: SM | ISIN: INE961Y01015 | SECTOR: Dyes & Pigments

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Mahickra Chemicals is not listed on BSE

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May 28, 09:57
75.00 0.00 (0.00%)
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    75.00

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    0.00

  • Bid Price (Qty.)

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  • Offer Price (Qty.)

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Annual Report

For Year :
2018

Director’s Report

To,

The Members,

Mahickra Chemicals Limited

Ahmedabad

The Directors have pleasure in presenting their Annual Report on the Business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL SUMMARY :

During the year under review, the Company has incurred profit of Rs. 73,57,652/-. However, your directors look forward to improve the financial position of the Company and are optimistic about the future Growth and performance of the Company.

The Summarized Financial results of the Company for the period ended 31st March, 2018 are as follows.

PARTICULARS

2017-18

Sales

19,52,08,109

Other Income

45,55,050

Total Income

19,97,63,159

Less: Expenditure

(18,79,10,878)

Profit /(Loss) before Interest , Depreciation ,Tax

1,18,52,281

Less:Interest

(20,21,442)

Less: Depreciation & Amortization Cost

(4,64,813)

Less: Extra-Ordinary items

-

Profit /loss before Tax

93,66,026

Less: Tax-Expenses

Current tax

(24,11,752)

Deferred tax Asset

4,03,378

Profit/Loss After Tax

73,57,652

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The key-highlights pertaining to the business of the Company for the Year 2017-18 have been given hereunder:

The total Income of the Company during financial year 2017-18 is Rs.19,52,08,109/-The Directors trust that the shareholders will find the Performance of the Company for Financial year.

3. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the company. Your directors have decided not to recommend any dividend for the period under review.

-TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

4. RESERVES

During the Current Financial Year Our Company has gained a Net profit of Rs73,57,652. In F.Y.2017-18, Your Directors have transferred to Reserves Rs. 73,57,652/- for Strengthen the Financial position of the Company in nearest Future.

5. CHANGES IN THE NATURE OF BUSINESS

For Sustained growth in the Future, Company wants to rely on the main business of the Company; there is no change in the nature of the business of the Company during the year.

6. CHANGES IN THE NATURE OF FORM OF THE COMPANY

There is a conversion of Partnership Firm Mahak Dye-Chem Industries in to a Public Limited Company naming Mahickra Chemicals Limited. In the Financial year 2017-18, The Registrar of Companies, Gujarat, dadranagar Haveli has on 13th November, 2017 issued new certificate of incorporation recording the name of the company.

7. CAPITAL STRUCTURE

The Authorized Share-capital of the Company is Rs. 8,00,00,000/- (RUPEES EIGHT CRORES ONLY) Divided into 80,00,000 Equity Shares of Rs. 10.00/- Each. The Company has issued 51,34,160 (Fifty one Lakhs Thirty Four Thousand One Hundred and Sixty) Shares of Rs. 10/- Each. The Paid up Share-Capital of the Company is Rs.5,13,41,600/- (Five Crores Thirteen Lakhs Forty one Thousand and six hundred Rupees only).

The Company has issued 16,67,500 (Sixteen Lakhs Sixty seven thousand Five hundred) shares of Rs.10/- Each, with The Premium of Rs. 10/- Each and 1,66,660 (One Lakh Sixty six thousand and Sixty ) shares of Rs. 10/- Each with The Premium of Rs.14/- Each as a Preferential basis under Section 42, 62(1) (C) of the Companies Act, 2013.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material Changes and Commitments affecting the financial position of the company. Changes have occurred between the ends of the financial year of the company to which the financial statements relate to the date of this report.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There are no any changes in Key-managerial personnel as well as no changes in the Director.

10. PARTICULARS OF EMPLOYEES:

The Provisions of Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of managerial Personnel) Amendment Rules, 2016 are not Applicable to the Company as none of the employees of the Company has received remuneration above limits specified in the Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel ) Amendments Rules, 2016 during the Financial Year 2017-18.

The Information required Under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in the statement annexed herewith as Annexure 1.

11. MEETING OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met 9 times during the Year on 15/11/2017, 18/12/2017, 30/12/2017, 05/01/2018, 09/01/2018, 10/01/2018, 14/02/2018, 22/02/2018, 28/02/2018. In Respect of which Proper notices were given and the proceedings were properly recorded, Signed and maintained in the Minutes book Kept by the Company for the Purpose. The intervening gap between the Meetings was within the period Prescribed under the Companies Act, 2013.

NAME OF THE DIRECTORS

CATEGORY

MEETINGS HELD DURING THE TENURE OF THE DIRECTORS

MEETINGS ATTENDED

NO.OF COMMITTEE/ MEMBERSHIP IN WHICH HE / SHE IS A MEMBER & CHAIRMAN

MR. MITESHKUMAR C. GANDHI

MANAGING DIRECTOR

9

8

NONE

MR.ASHISHKUMAR C.GANDHI

WHOLE-TIME DIRECTOR

9

9

NONE

MRS. KOMAL M. GANDHI

WHOLE-TIME DIRECTOR

9

9

NONE

MS. VRUSHA PATEL

INDEPENDENT DIRECTOR

7

5

CHAIRMAN OF THREE COMMITTEES

MR. DHANIK J. MEHTA

INDEPENDENT DIRECTOR

7

5

MEMBER OF THREE COMMITTEES

MR. AKHILBHAI S. SHAH

INDEPENDENT DIRECTOR

7

5

MEMBER OF THREE COMMITTEES

12. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of Company was constituted by the Board of the Company on 5th January, 2018 in accordance with the provisions of Section 177 of the Companies Act, 2013 and rules made there under. The board hereby discloses the Composition of the audit Committee and other relevant matter as under. terms are annexed to Annexure-II

SR.NO

NAME OF THE MEMBER

DESIGNATION

CATEGORY

1

MS.VRUSHA PATEL

CHAIRMAN

INDEPENDENT DIRECTOR

2

MR.DHANIK J.MEHTA

MEMBER

INDEPENDENT DIRECTOR

3

MR.AKHIL S.SHAH

MEMBER

INDEPENDENT DIRECTOR

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, The Board of Directors of the Company had accepted all the recommendations of the Committee.

13. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was Constituted by the board of the Company on 5th January, 2018.

As on the date of this report, The Committee comprises of the following Members:

SR.NO

NAME OF THE MEMBER

DESIGNATION

CATEGORY

1

MS.VRUSHA PATEL

CHAIRMAN

INDEPENDENT DIRECTOR

2

MR.DHANIK J.MEHTA

MEMBER

INDEPENDENT DIRECTOR

3

MR.AKHIL S.SHAH

MEMBER

INDEPENDENT DIRECTOR

The board has in accordance with the provisions of Sub -Section (3) of Section 178 of the Companies Act,2013 Formulated the policy setting out the criteria for determining qualifications ,positive attributes, Independence of a director and Policy relating to remuneration for Directors , Key-Managerial Personnel and other employees. The said policy is furnished in Annexure Ili” and is attached to this Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee was constituted by the board of the

Company on 5th January, 2018.

The Stakeholders Relationship Committee comprises of the following members:

As on the date of this report, The Committee comprises of the following Members:

The said policy is furnished in Annexure IV” and is attached to this Report.

SR.NO

NAME OF THE MEMBER

DESIGNATION

CATEGORY

1

MS.VRUSHA PATEL

CHAIRMAN

INDEPENDENT DIRECTOR

2

MR.DHANIK J.MEHTA

MEMBER

INDEPENDENT DIRECTOR

3

MR.AKHIL S.SHAH

MEMBER

INDEPENDENT DIRECTOR

Details of Investor’s Grievances’ / Complaints during the year. The Pending Complaints of the share-holders/Investors registered with SEBI at the end of the Current financial year ended on 31st March, 2018 are NIL.

15. BOARD EVALUATION:

Pursuant to the Provisions of the Companies Act, 2013 and As per the Provisions of SEBI (LODR) Regulations, 2015, The Board has carried out an Annual performance evaluation of its own performance , The Directors individually as well as the evaluation of the working of its own performance .

16. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Vrusha A. Patel, Mr. Dhanik J. Mehta & Mr. Akhil Shah, 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. The Board has taken on record the declarations received from Ms. Vrusha Patel, Mr. Dhanik Mehta and Mr. Akhil Shah.

17. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee , framed a policy for Selection, Appointment and remuneration of Directors and Key Managerial Personnel , Including Criteria for determining qualifications, positive Attributes, and Independence of Directors.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIERIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

At the end of the financial year under review none of Company have become or ceased to be Subsidiaries, Joint ventures or Associate Companies.

19. AUDITORS:

a) STATUTORY AUDITOR:

M/S Singhi&Co. (Firm Registration Number 302049E), Chartered Accountants, Ahmedabad have been Appointed as Statutory Auditor of the Company up to the General meeting from the last Extra-Ordinary General meeting held on 16th July, 2018 .The members are requested to Consider the matter of Appointment of Statutory Auditor and also Fix their Remuneration.

(a) AUDITOR’S REPORT

The Report given by the Auditors on the Financial Statements of the Company is part of the Annual Report. The notes to the Accounts referred to in the Auditors’ Report are Self-Explanatory and therefore do not call for any further comments.

There has been no Qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

b) SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Vickey Patel, Practicing Company Secretary of M/S Vickey Patel & Associates, Ahmedabad has been appointed as a Secretarial Auditor of the Company in the meeting of the Board of Directors held on 14th June, 2018. As Our Company Was not listed as on 31stmarch,2018 So, Secretarial Audit is not applicable to our Company.

20. VIGIL MICHANISM:

In Pursuant to the Provisions of Section 177 (9) & (10) of the Companies Act, 2013 , A Vigil Mechanism for directors and Employees to report genuine concerns has been established and Chairman of Audit committee is responsible for issue pertaining the same.

21. EXTRACT OF ANNUAL RETURN:

As required Pursuant to the Sections 92(3) of the Companies Act,2013 and rule 12(1) of the Companies ( Management and Administration ) Rules, 2014, an Extract of annual return in MGT-9 as a part of this Annual Report as Annexure V.

22. INTERNAL CONTROL SYSTEMS:

The Company’s Internal Control Systems are adequate and Commensurate with the nature and Size of the Company and it ensures:

- Timely and accurate financial reporting in Accordance with Applicable accounting standard.

- Optimum Utilization, Efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies

23. DEPOSITS

The Company has neither accepted/invited any Deposits u/s 73 to 76 of the Companies Act, 2013 during the Period.

24. PARTICULARS OF LOANS, GUARANTTEES, ADVANCES OR INVESTMENTS MADE UNDER SACTION 186 OF THE COMPANIES ACT-2013

There are no Loans or Advances and Investments are made as per section 186 of the companies Act, 2013. Hence it is not applicable.

25. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

The Company has entered in to any material Contract or Arrangements with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013. Transactions with related parties as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the financial Statements. Form AOC-2 is enclosed in Annexure-IV Of this Report.

26. DISCLOSURES UNDER SEXUAL HARESSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

There was no case filed during the year, under the Sexual Harassments of Women at Workplace (Prevention, Prohibition & Redresser) Act, 2013. Further company ensures that there is a healthy and safe atmosphere for every women Employee at the Workplace.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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 resources of Energy Including Waste --generated:-N.A.

III. Capital Investment on Energy Conservation equipment: N.A.

b) TECHNOLOGY ABSORPTION:*

I. The Efforts made towards technology absorption: N.A.

II. The benefits derived like Product improvement, Cost reduction, product development or import Substitution: N.A.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year):N.A.

Your Company is in to the business of manufacturing of Chemicals, So, In the manufacturing there is a technology Absorption.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO (AMOUNT IN RS.)

FOREIGN EXCHANGE EARNINGS: RS.294068992/-FOREIGN EXCHANGE OUTGO: NIL

28. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3)(C) and (5) of the Companies Act,2013, It is hereby Confirmed:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

- That the directors have Selected Such accounting policies and applied them Consistently and made Judgments & Estimates that are 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 the Profit or loss of the Company for the period ended 31.3.2018.

- That the directors had taken Proper Care for the maintenance of adequate accounting records in Accordance with the Companies Act,2013, for Safeguarding the Assets of the Company and for preventing and Detecting fraud and Other irregularities;

- That the Directors have prepared the Annual accounts on a going concern basis.

- That 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.

- That the Directors had devised proper systems were and operating effectively.

29. CORPORATE GOVERNANCE:

Your Company has been Complying with the principles of Good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulations 15 (2) of the SEBI (LODR) Regulations 2015, the Compliance with Corporate governance provisions as Specified in regulations 17 to 27 and Clauses (b) to (i) of Regulations and Para C,D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange. Therefore, the Corporate Governance Report is not Applicable on the Company and therefore not Provided by the board.

30.INVESTOR EDUCATION AND PROTECTION FUND:

There were no amounts required to be transferred, to the Investor Education and protection Fund by the Company during the year.

31.CORPORATE SOCIAL RESPONSIBILTY:

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.

32. COST AUDIT:

During the year under review, Cost audit was not Applicable to the Company.

33.APPRECIATION AND ACKNOWLEDGEMENT:

Your directors express their sincere gratitude for the Assistance and Co-operation extended by the Customers , Various Government , Semi-Government and local Authorities, Suppliers, Share-holders , Business Association,.

Your directors also wish to place on record their deep appreciation for the dedication & hard work put by the Employees at all levels towards the growth of the Company. Last but not the least, the board of directors wish to thank the Investors/Shareholders for their Support, Co-Operation and faith in the Company.

For, Mahickra Chemicals Limited

Registered office:

Plot No.1209, Phase-3, G.I.D.C. Vatva, Sd/-

Ahmedabad-382445.Gujarat Ashishkumar C. Gandhi

Whole Time Director

Date: 31/08/2018

Place: Ahmedabad

Director’s Report