Yash Chemex Ltd
Directors Reports
To,
The Shareholders,
Your Directors have pleasure in presenting the 17th Annual Report of
your Company along with the Audited Standalone and Consolidated Financial Statements for
the Financial Year ended on March 31,2023.
FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as of March 31, 2023,
have been prepared in accordance with the relevant applicable Accounting Standards,
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the
applicable of the Companies Act, 2013 ("Act")
(Amount in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
5447.50 |
7732.62 |
8533.14 |
9783.73 |
| Other Income |
185.40 |
82.33 |
608.77 |
194.15 |
| Total Income |
5632.90 |
7814.95 |
9141.91 |
9977.88 |
| Less: Expenditure |
5582.03 |
7607.39 |
8669.64 |
9518.92 |
| Profit/Loss before Interest, Depreciation and Tax |
52.12 |
208.93 |
483.62 |
473.27 |
| Less: Interest |
- |
- |
- |
- |
| Less: Depreciation and Amortization |
1.25 |
1.37 |
11.35 |
14.31 |
| Less: Extra Ordinary Items |
- |
- |
- |
- |
| Profit/Loss Before Tax |
50.87 |
207.56 |
472.27 |
458.96 |
| Less : Tax Expenses |
12.05 |
61.94 |
90.68 |
117.72 |
| Current Tax |
15.31 |
52.60 |
86.41 |
97.15 |
| Tax in respect of earlier year |
3.22 |
8.27 |
10.98 |
19.24 |
| Deferred Tax Asset |
(6.48) |
1.07 |
(6.71) |
1.33 |
| Profit/Loss After Tax |
38.82 |
145.62 |
381.59 |
341.24 |
Performance Review & State of Company's Affairs
• Standalone Operating Results
Your Company operates single segment business viz. Trading of Chemical.
At standalone level, the net revenue from operations for the financial year 2022-23 is Rs.
5447.50 Lakhs compared with Rs. 7732.62 Lakhs for the Previous Year. The operating profit
before tax for the financial year 2022-23 is Rs 50.87 Lakhs as against Rs. 207.56 Lakhs
for the Previous Year. Total Comprehensive Income for financial year 2022-23 is Rs. 113.98
Lakhs compared to Rs. 199.62 Lakhs for the Previous Year.
• Consolidated Operating Results
The Net Consolidated Revenue from operations for the financial year
2022-23 is Rs. 8533.14 Lakhs as against Rs. 9783.73 Lakhs for the Previous Year. The
Consolidated operating profit before tax for the financial year 2022-23 is Rs. 472.27
Lakhs as against Rs. 458.96 Lakhs for the Previous Year. Total Comprehensive Income for
the financial year 2022-23 is Rs. 457.07 Lakhs compared to Rs. 395.24 Lakhs for the
Previous Year.
DIVIDEND
Your directors have not recommended any dividend for the Financial Year
2022-23.
TRANSFER TO RESERVES
Your Company has earned adequate profit of Rs.38.82 Lakhs during the
financial year 2022-23. The directors have decided to plough back the profit into the
business and transfer a balance of profit of Rs.38.82 Lakhs to the General Reserve.
DEPOSITS
Your Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
CAPITAL STRUCTURE
During the year under review, there has been no change in the Capital
Structure of the Company.
A. Authorized Share Capital
As on 31st March,2023, The Authorized Share capital of the
company is Rs. 11,00,00,000/- (Rs. Eleven Crore only) divided in to 1,10,00,000 Equity
Shares of Rs 10 /- each.
B. Issued Capital, Subscribed and Paid-up Capital
The Paid-up Equity share Capital of the Company is Rs. 10,24,34,250/-
(Rs. Ten Crore Twenty-Four Lakhs Thirty-Four Thousand Two Hundred Fifty only) divided in
to 1,02,43,425 Equity Shares of Rs 10 /- each.
AUDITORS
• STATUTORY AUDITORS:
Pursuant to provisions of Section 139 of the Companies Act, 2013 and
the rules framed there under, M/S H S K & CO LLP. Chartered Accountants (FRN:
117014W/W100685) were appointed as Statutory Auditors of the company from the conclusion
of 14th Annual General Meeting of the company held on 30th
September, 2020 till the conclusion of 18th Annual General Meeting. The Notes to the
financial statements referred in the Auditors Report are self-explanatory and therefore do
not call for any comments under Section 134 of the Companies Act, 2013.
AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks made by
M/s. H S K & CO LLP, Statutory Auditors (FRN: 117014W/W117014W), in their report for
the financial year ended March 31, 2023. Pursuant to provisions of section 143(12) of the
Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the
Audit, Risk and Compliance Committee during the year under review.
• SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
The Board of Directors of your Company appointed M/S. Yashree Dixit
& Associates, Practicing Company Secretaries (FCS Number:12221, COP Number: 19206 ) as
the Secretarial Auditors of the Company for the conduct of Secretarial Audit for the
Financial Year 2022-23, pursuant to the provisions of Section 204 of the Companies
Act,2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014. There has been one observation has been raised by secretarial
Auditor regarding Section 16 read with Section 2(i) (a) of Securities Contracts
(Regulation) Act, 1956. The Company has filed application for Suo-Moto Proceedings under
Securities Exchange Board of India (Settlement Proceedings) Regulations, 2018 on 20th
April,2023.
The Secretarial Audit Report submitted by the Secretarial Auditor is
annexed as "ANNEXURE -C" to this Board's Report.
• INTERNAL AUDIT AND RECORDS:
In Accordance with the provisions of section 138 of the Companies
Act,2013 read with Rules 13 of the Companies (Accounts) Rules ,2014 and other applicable
provisions of Companies Act,2013. the Board of Directors of the company has appointed M/S
Viral H. Shah & Co., Chartered Accountants (Membership No.159235 and FRN NO. 145987W)
as an internal Auditor of the Company for the Financial Year 2022-23.
• COST AUDITOR:
As per companies (Cost Records and Audit) Rules, 2014 as amended by
companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central
Government. The company is not required to get its cost record audited by Cost Auditor.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINACIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL YEAR RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the
financial position of your Company which have occurred between March 31, 2023, and the
date of this Directors' Report.
Yasons Chemex Care Limited (CIN: U24304GJ2017PLC099511), Subsidiary
Company of Yash Chemex Limited has filed Draft Prospectus with NSE EMERGE) dated on 20th
January,2023.
POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS
To ensure compliance with the requirements of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and any other applicable provisions, the Nomination and
Remuneration Committee of the Board of Directors of the Company have formulated the
Nomination and Remuneration Policy.
The Nomination and Remuneration Policy of your Company have been made
available on the website of the Company i.e., http://www.yashchemex.com
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) and (10) of the
companies Act,2013, Your Company has adopted a Whistle Blower Policy as a part of
its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns
regarding unacceptable improper practices and/ or any unethical practices in the
organisation without the knowledge of the Management. All employees shall be protected
from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is
also applicable to the Directors and Employees of the Company. Mr. Jinal D. Shah has been
appointed as the 'Whistle Blowing Officer', and his contact details have been mentioned in
the Policy. Furthermore, employees are also free to communicate their complaints directly
to the Chairman /Members of the Audit Committee, as stated in the Policy. The Policy is
available on the website of the Company. On a quarterly basis, the Audit Committee reviews
reports made under this policy and implements corrective actions, wherever necessary.
CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any corporate social
responsibility initiatives as per the provisions of section 135 of the companies Act,2013
are not applicable.
INSURANCE
The Company has a broad-banded approach towards insurance. Adequate
cover has been taken For all movable and immovable assets against numerous risks and
hazards.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS
COMMITTEE
Your Company is committed to creating and maintaining an atmosphere in
which employees can work together without fear of sexual harassment, exploitation, or
intimidation.
The Board of Directors of your Company has constituted Internal
Complaints Committees (ICCs) at Head Office pursuant to the provisions of the Sexual
Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules framed thereunder.
The ICC at the Head Office level consists of the following Members as
on March 31, 2023:
1. Mrs. Dimple P. Shah: Chairperson
2. Ms. Angee R. Shah: Member
3. Ms. Rutu D. Mehta: Member
The Company has formulated and circulated to all the employees, a
policy on prevention of sexual harassment at workplace, which provides for a proper
mechanism for redressal of complaints of sexual harassment.
There were no complaints of sexual harassment received by the ICC
during the Financial Year 2022-23.
RISK MANAGEMENT
Risk Management is an integral part of our strategy for stakeholders'
value enhancement and is embedded in to governance and decision-making process across the
Organisation. The Company has in place the Risk Management Policy to ensure effective
responses to strategic, operational, financial and compliance risks faced by the
Organisation.
This Policy deals with identifying and assessing risks such as
operational, strategic, financial, security, property, regulatory, reputational, cyber
security and other risks and the Company has in place an adequate Risk Management
infrastructure capable of addressing these risks. The Board of Directors of your Company
is of the opinion that, at present, there are no elements of risks which may threaten the
existence of the Company.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES
At the end of the financial year under review none of the company have
become or ceased to be Joint Ventures or Associate Companies.
Yasons Chemex Care Limited (having CIN: U24304GJ2017PLC099511) is
subsidiary company of Yash Chemex Limited.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the
salient features of the financial statements of our Subsidiary in the Form AOC-1 is
annexed and form part of the Annual Report as Annexure A. In accordance with
Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
consolidated financial statements, audited accounts of the Subsidiary and other documents
are available on your Company's website:
www.yashchemex.com.
BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL
PERSONNEL
• MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the company met 9 times during the year.
i.e.14.04.2022,25.05.2022,12.08.2022,01.09.2022,12.10.2022,08.12.2022,04.01.2023,
12.01.2023 and 09.02.2023 in respect of which proper notices were given
and proceedings were properly recorded, signed and maintained in the minutes book kept by
the company.
The maximum gap between two Board Meetings did not exceed 120 (One
Hundred Twenty) days.
• DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There are changes in the Key Managerial Personnel of the company:
| SR NAME NO. |
Nature (Resignation/Appo intment) |
Designation |
Effective Date |
| 1 Charmi Shah |
Resignation |
Company Secretary |
12/01/2023 |
| 2 Pritesh Y. Shah |
Appointment |
Chief Financial Officer |
25/05/2022 |
| 3 Riddhi D. Shah |
Appointment |
Company Secretary |
10/04/2023 |
In accordance with the Act and Articles of Association of the Company,
Mr. Pritesh Y. Shah, Managing Director, retires by rotation and being eligible himself for
reappointment. The Nomination and Remuneration Committee and the Board of Directors
recommended his Reappointment.
The following are the Key Managerial Personnel (KMP) of your
Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout
the Financial Year 202223: -
1. Mr. Pritesh Y. Shah - Managing Director and Chief Financial Officer
2. Mrs. Dimple P. Shah- Executive Director
3. Ms. Charmi D. Shah-Company Secretary and Compliance Officer
(Resigned w.e.f 12th January,2023)
4. Miss. Riddhi D. Shah- Company Secretary and Compliance Officer
(appointed w.e.f 10th April ,2023)
• Committees to the Board
In compliance with the requirement of applicable laws and as part of
best governance practices, the Company has followed Committees of the Board as on 31
March, 2023:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
a. AUDIT COMMITTEE:
Pursuant to the provisions of Section 177(8) of the Companies Act,
2013, Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and
Regulation 18 read with Part C of Schedule II of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit
Committee comprises of the following Members:
1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director
2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director
3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director
4. Mr. Pritesh Y. Shah: Member-Executive Director
The Company Secretary and Compliance Officer acts as Secretary to the
Audit Committee. The Audit Committee has made observations and recommendations to the
Board of Directors, which have been noted and accepted by the Board.
During the Financial Year 2022-23, all recommendations made by the
Audit Committee to the Board of Director were accepted by the Board and there were no
instances where the recommendations were not accepted.
The Members of the Committee met 7 times during the year. i.e.
14.04.2022,25.05.2022,12.08.2022,31.08.2022, 12.10.2022, 04.01.2023 and 09.02.2023.
b. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013,
Rule 6 of the Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 19
read with Part D of Schedule II of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and
Remuneration Committee comprises of the following Members: -
1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director
2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director
3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director
The Members of the Committee met 5 times during the year.
i.e.14.04.2022,01.07.2022 ,31.08.2022, 12.10.2022 and 12.01.2023
c. STAKEHOLDERS' RELATIONSHIP COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act,2013 and
Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the committee
comprises of the following Members:
1. Mr. Jinal D. Shah: Chairman - Non-Executive, Independent Director
2. Ms. Angee R. Shah: Member -Non-Executive-Independent Director
3. Mr. Rushabh A. Shah: Member - Non-Executive-Independent Director
The Members of the Committee met 5 times during the year.
i.e.14.04.2022,01.07.2022 ,31.08.2022, 12.10.2022 and 12.01.2023
EXTRA ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting of the Company has been held during
the F.Y 2022-23.
ANNUAL GENERAL MEETING
The Sixteenth Annual General Meeting was held on 26th
September,2022 at the Registered office of the Company.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the Financial Year 2022-23
i.e., on 31.03.2023. The Meeting of the Independent Directors was conducted in an informal
manner without the presence of the Non-independent Directors
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has an ongoing Programme where Directors in the course of
meeting of the Board of Directors give information about Chemical Business developments,
Expansion of the Company and various amendments in legal and regulatory areas which
include -
Assess the quality, quantity and timelines of flow of information
between the Company management and the board that is necessary for the Board Members to
effectively and reasonably perform their duties.
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their appointment letter along
with necessary documents, reports and internal policies to enable them to familiarise with
the Company's procedures and practices. The Company endeavours, through presentations at
regular intervals to familiarize the Independent Directors with the strategy, operations
and functioning of the Company. Site visits to various plant locations are organized for
the Directors to enable them to understand the operations of the Company.
The Independent Directors also met with senior management team of the
Company in formal/ informal gatherings.
The details of such familiarization programmes for Independent
Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are
posted on the website of the Company and can be accessed at www.yashchemex.com.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Rules made
there under, the Board has carried the evaluation of performance of Individual Directors
including Independent Directors, Board as Whole and its Committees and performance of the
Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and
Competency, Structure of Board, Regularity of meetings, Contribution and Integrity,
Independence, Independent views and judgment, Evaluation of Risk and various other
criteria as recommended by the Nomination and Remuneration Committee of the Company. The
Directors expressed their satisfaction with the evaluation process and outcome.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in sub-sections (3)(c) and (5) of
Section 134 of the Companies Act, 2013, the Directors of your Company confirm that: -
a. In the preparation of the Annual Accounts for the Financial Year
(F.Y.) 2022-23, the applicable accounting standards have been followed along with proper
explanation relating to material departures.
b. The Directors have selected such accounting policies and applied
them consistently and made judgements and 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 (i.e., March 31, 2023) and of the profit and loss of the Company for that
period (i.e., the Financial Year 202223);
c. The Directors have 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.
d. The Directors have prepared the Annual Accounts on a 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; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
As on March 31, 2023, the following Directors on the Board were
Independent:
| Mr. Jinal D. Shah : |
Independent Director |
| Ms. Angee R. Shah : |
Independent Director |
| Mr. Rushabh A. Shah : |
Independent Director |
Pursuant to the provisions of Section 134(3)(d) of the Companies Act,
2013, disclosure is hereby given that the Company has received declaration / confirmation
of independence from all the 3 (three) Independent Directors, of the Company pursuant to
Section 149(6) of the Companies Act, 2013, as may amended from time to time, after
undertaking due assessment of the veracity of the same and the Independent Directors have
complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013. The certificates of Independence received from all the Independent
Directors have been noted by the Board.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company during
the year.
EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92, 134(3)(a) of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the
extracts of the Annual Return is available on the website of the Company i.e.,
https://yashchemex.com/wp- content/uploads/2023/08/Form MGT 7-2022-23.pdf .
SIGNIFICANT REGULATORY OR COURT ORDERS
During the Financial Year 2022-23, there were no significant and
material orders passed by the regulators or Courts or Tribunals which can adversely impact
the going concern status of the Company and its operations in future.
PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT,2013
During the year under review, the Company has granted advances and made
an investment under the provisions of section 186 of the Companies Act, 2013. The Company
has not given any loan. The details of Loans, Guarantees and Investment made are given in
the Notes to the Financial Statements, which forms part of this Report.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the period under review Company has entered transactions with
related parties. Transactions entered as per section 188 of the companies Act,2013 during
the year as are detailed in Annexure -B attached to this Report and Transactions
with related parties, as per requirements of Accounting Standard 18 are disclosed in the
notes to the accounts annexed to the financial statements.
The Policy on materiality of related party transactions and on dealing
with related party transactions as approved by the Board may be accessed on the Company's
website at the link: www.yashchemex.com. There are no materially significant related party
transactions that may have potential conflict with interest of the Company at large.
INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS
Your Company is committed to constantly improving the effectiveness of
internal financial controls and processes for efficient conduct of its business operations
and ensuring security to its assets and timely preparation of reliable financial
information. In the opinion of the Board, the internal financial control system of the
Company commensurate with the size, scale and complexity of business operations of the
Company.
Further, the internal financial controls with reference to the
Financial Statements are adequate in the opinion of the Board of Directors were operating
effectively.
The Company has a proper system of internal controls to ensure that all
assets are safeguarded and protected against loss from unauthorized use or disposition and
that transaction are authorized, recorded and reported correctly.
The internal control is supplemented by an extensive programme of
internal, external audits and periodic review by the Management. This system is designed
to adequately ensure that financial and other records are reliable for preparing financial
information and other data and for maintaining accountability of assets.
The Statutory Auditors and the Internal Auditors were, inter alia,
invited to attend the Audit Committee Meetings and present their observations on adequacy
of Internal Financial Controls and the steps required to bridge gaps, if any. The Board of
Directors noted the observations and accepted the recommendations of the Audit Committee.
CORPORATE GOVERNANCE
As required by Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'), a detailed report on Corporate Governance is included in the Annual Report.
M/S Yashree Dixit & Associates, Practising Company Secretary have
certified the Company's compliance requirements of Corporate Governance in terms of
Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to
the Report on Corporate Governance.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
{Pursuant to section 134(3)(m) of the companies Act,2013 and read with
Rule 8(3) of the companies Accounts Rules,2014}
a. Conservation of Energy: *
I. Steps taken/impact on conservation of energy: N.A.
II. Steps taken by the Company for utilizing alternate sources of
energy including waste generated: Nil
III. Capital investment on energy conservation equipment: NIL
*Your Company is in Business of trading of Chemical, so in trading
business there is no need of Conservation of Energy.
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 Business of trading of Chemical, so in trading
business there is no need of Technology Absorption.
c. Foreign Exchange Earning and Outgo (Amount in Rs.):
Foreign Exchange Earning: NIL
Foreign Exchange Outgo: Rs. 1,78,23,782.57
POLICIES OF THE COMPANY
The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated
the formulation of certain policies for all listed companies. All the Policies are
available on the Company's website, www.yashchemex.com.
The key policies that have been adopted by the Company pursuant to the
provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other applicable laws are as follows:
| Sr. Name of the Policy No. |
Brief Particulars of the Policy |
| 1. Risk Management Policy |
The Company has in place, a Risk Management Policy which was
framed by the Board of Directors of the Company. This Policy deals with identifying and
assessing risks such as operational, strategic, financial, security, property, regulatory,
reputational, cyber security and other risks and the Company has in place an adequate Risk
Management infrastructure capable of addressing these risks. The Board of Directors of
your Company is of the opinion that, at present, there are no elements of risks which may
threaten the existence of the Company. |
| 2. Policy for determining Material Subsidiaries |
This Policy is used to determine the material subsidiaries
and material non-listed Indian subsidiaries of the Company in order to comply with the
requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015, as amended. As on March 31, 2023, Yasons Chemex Care Limited is a
material unlisted subsidiary of your Company. |
| 3. Nomination and Remuneration Policy |
This Policy formulates the criteria for determining
qualifications, competencies, positive attributes and independence of a Director and also
the criteria for determining the remuneration of the Directors, Key Managerial Personnel
and other Senior Management Employees. |
| 4 Policy on Familiarization Programmes for Independent
Directors |
Your Company has a Policy on Familiarization Programmes for
Independent Directors, which lays down the practices followed by the Company in this
regard, on a continuous basis. |
| 5 Whistle Blower Policy / Vigil Mechanism |
Your Company has a Vigil Mechanism/Whistle Blower Policy. The
purpose of the Policy is to enable employees to raise concerns regarding unacceptable
improper practices and/ or any unethical practices in the organization without the
knowledge of the Management. The Policy provides adequate safeguards against victimization
of persons who use such mechanism and makes provision for direct access to Mr. Jinal D.
Shah, Chairman of the Audit Committee, in appropriate or exceptional cases. |
| 6. Policy on Prevention of Sexual Harassment at Workplace |
Your Company has in place, a Policy on Prevention of Sexual
Harassment at Workplace, which provides for a proper mechanism for redressal of complaints
of sexual harassment and thereby encourages employees to work together without fear of
sexual harassment, exploitation or intimidation. |
| 7. Policy on Related Party Transactions |
This Policy regulates all transactions between the Company
and its Related Parties. |
| 8. Code of Conduct for the Board of Directors and Senior
Management Personnel |
Your Company has in place, a Code of Conduct for the Board of
Directors and Senior Management Personnel which reflects the legal and ethical values to
which your Company is strongly committed. The Directors and Senior Management Personnel of
your Company have complied with the Code as mentioned hereinabove. |
| 9 Code of Conduct for Insider Trading |
This Policy sets up an appropriate mechanism to curb Insider
Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time. |
| 10 Policy on Criteria for determining Materiality of Events |
This Policy applies to disclosures of material events
affecting the Company. This Policy warrants disclosure to investors and has been framed
incompliance with the requirements of Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time. |
| 11 Policy for Maintenance And Preservation of Documents |
The purpose of this Policy is to specify the type of
documents and time period for preservation thereof based on the classification mentioned
under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the
Company, including written, printed and recorded matter and electronic forms of records. |
| 12 Archival Policy |
This Policy is framed pursuant to the provisions of the
Listing Regulations. As per this Policy, all such events or information which have been
disclosed to the Stock Exchanges are required to be hosted on the website of the Company
for a minimum period of 5(five) years and thereafter in terms of the Policy. |
| 13 Policy for Inquiry in case of Leak of Unpublished Price
Sensitive Information("UPSI") |
This Policy is framed by the Board of Directors in terms of
the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)
Regulations, 2018. The focus of the Company is to have a Policy in place to strengthen the
Internal Control System and prevent Leak of Unpublished Price Sensitive Information
("UPSI"). This policy also aims to have a uniform code to curb unethical
practices of sharing UPSI by insiders, employees and designated persons with any other
person without a legitimate purpose. |
| 14 Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information("UPSI") |
The Code intends to formulate a stated framework and policy
for fair disclosure of events and occurrences that could impact price discovery in the
market for the Company's securities and to maintain the uniformity, transparency and
fairness in dealings with all stakeholders and ensure adherence to applicable laws and
regulations. |
SECRETARIAL STANDARDS
Your Company is compiled the Secretarial Standards on Meetings of the
Board of Directors (SS 1) and Secretarial Standards on General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.
MANAGERIAL REMUNERATION
The remuneration paid to Directors and Key Managerial Personnel of the
Company during the Financial Year 2022-23 was in accordance with the Nomination and
Remuneration Policy of the Company.
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been
appended as "ANNEXURE-D" to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT(MDA)
As per Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Management and
Discussion Analysis of the Financial Condition and results of the operations have been
provided Separately in this Annual Report in Annexure-G
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS
The disclosure under this clause is not applicable as the Company has
not undertaken any onetime settlement with the Banks or Financial Institutions.
ADDITIONAL INFORMATION
The additional information required to be given under the Companies
Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and
forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'
Report are self-explanatory and therefore do not call for any further explanation.
The Consolidated Financial Statements of your Company form part of this
Annual Report. Accordingly, this Annual Report of your Company does not contain the
Financial Statements of its Subsidiary. The Audited Annual Accounts and related
information of the Company's subsidiary will be made available upon request.
These documents will also be available for inspection during all days
except Saturday, Sunday, and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at
the Company's Registered Office.
The subsidiary companies' Audited Accounts are also available on the
Company's website www.yashchemex.com
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the Section 125 and other applicable provisions of the
Companies Act, 2013, read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all the
unpaid or unclaimed dividends are required to be transferred to the IEPF established by
the Central Government, upon completion of 7 (seven) years.
Further, according to the IEPF Rules, the shares in respect of which
dividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive years
or more are also required to be transferred to the Demat account created by the IEPF
Authority.
During the year under review, Your Company has not transferred any
unclaimed amount and Shares to IEPF Authority.
GREEN INITIATIVES
The Notice of the AGM and the Annual Report 2022-23 are being sent only
electronically to Members whose email addresses are registered with the company or
depositories in accordance with Regulation 36 of the Listing Regulations. Members may take
note that the Notice and Annual Report for 2022-2023 will also be accessible at the
website of the Company i.e., www.yashchemex.com
WEBSITE
In compliance with Regulation 46 of Listing Regulations, your company
maintains a fully functional website with the domain name www.yashchemex.com. The website
serves as a comprehensive source of basic information about our company.
CAUTIONARY STATEMENT
Statements in the Directors' Report and the Management Discussion and
Analysis Report describing the Company's objectives, projections, expectations, estimates
or forecasts may be forward-looking within the meaning of applicable laws and regulations.
Actual results may differ substantially or materially from those expressed or implied
therein due to risks and uncertainties. Important factors that could influence the
Company's operations, inter alia, include global and domestic demand and supply conditions
affecting selling prices of finished goods, input availability and prices, changes in
government regulations, tax laws, economic, political developments within the country and
other factors such as litigations and industrial relations.
APPRECIATION AND ACKNOWLEDGEMENT
Your directors place on record their deep appreciation to employees at
all levels for their hard work, dedication, and commitment. The Board places on record its
appreciation for the support and co-operation, your Company has been receiving from its
suppliers, retailers, dealers and others associated with the Company. The Directors also
take this opportunity to thank all its clients, vendors, banks, Government and Regulatory
Authorities for their continued support.
Registered Office:
411, Sigma Icon-1, 132ft Ring Road,
Opp. Medilink Hospital,
Satellite, Ahmedabad,380015.
Tel. No.: 079- 40028639
Website:www.yashchemex.com;
Email:cs@yashchemex.com
CIN: L74110GJ2006PLC048385
| By Order of the Board of Directors of Yash Chemex Limited |
By Order of the Board of Directors of Yash Chemex Limited |
| SD/- |
SD/- |
| PRITESH YASHWANTLAL SHAH Managing Director |
DIMPLE PRITESHKUMAR SHAH Chairperson & Whole Time
Director |
| DIN:00239665 |
DIN:06914755 |
| Place: Ahmedabad |
|
| Date: 01st September ,2023 |
|
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