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.
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Particulars
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2023-24
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2022-23
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Total Income
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1623.04
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1907.30
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Total Expenditure
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1592.26
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1903.80
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Earnings before
Finance Cost,
Depreciation &
Amortization and Tax
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58.91
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67.99
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Less: Finance Cost
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27.87
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37.44
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Less: Depreciation &
Amortization
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22.34
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21.85
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Profit before tax
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34.70
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8.70
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Provision for Tax/
(Deferred tax)
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8.89
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2.15
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Comprehensive
Income
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25.81
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6.55
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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
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A
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Accepted during the year
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B
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Remained unpaid or unclaimed
as at the end of the year
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|
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C
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whether there has been any
default in repayment of deposits
or payment of interest thereon
during the year and if so
(default), number of such cases
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NIL
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| |
and the total amount involved
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|
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i. at the beginning of the year
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ii. maximum during the year
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iii. at the end of the year
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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. 006791 N) 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.
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.
For and on behalf of Board of
Directors
SD/- SD/-
Mehtab Singh Ankit kOthari
Director Director
DIN - 10294514 DIN -06883692
Place: Panchkula
Dated: 5th September, 2024
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