Directors Report of Chemtech Industrial Valves Ltd.

Mar 31, 2015

The Directors are pleased to present Ore Nineteenth Annual Report of company together with Audited Statement of Accounts and the Auditor's Report for the financial year ended 31st March 2015. The summarized financial results for [he financial year are as under:

FINANCIAL RESULTS:

the financial performance ol year Company for the year under review is summarized below:

(Rs. in Lacs) PARTICULARS 31st March 2015 31st March 2014

Sales &, Other Income 3394.21 3104.76

Profit of for Interest for Tax (34.65) 166.64

Less: Depreciation 128.51 82.71

Less: Finance Charges 196.03 222.18

Profit/(Loss) before Taxation (359.19) (138.25)

Less: Provision for Taxation 19.07 28.26

Net Profit/(Loss) after taxation (375.26) (166.51)

Company performance:-

Your Company has posted financial results during the year under review. Turnover of the Company has increased from 3104.76 lakhs to 3394.21 lakhs and the Net profit/ (loss) increased from (1.66-51) lakhs to (378.26)lakhs.

DIVIDEND:

During the financial year 2014-15, since the company has incurred loss, the Directors do not recommend any dividend to the Shareholders.

TRANSFER TO GENERAL RESERVE:

During the financial year 2014-15, since the company has incurred loss, no amount has been transferred to the General Reserve.

Export

The export sale (FOB) for the year ended March 31, 2015 was Rs. 27,25,18,508 compared to Rs. 19,74,71,913 during the previous year (Note No- 37 (H) of Financial Statement

Foreign Exchange Management:

Transaction in Foreign currency are recorded at the rate of exchange prevailing on the date of Nan section. Foreign currency monetary assets and liabilities are converted in Indian currency at. the rate of exchange or prevailing at the end of the year. Resultant gain and loss is recognized in the statement of profit and loss for the year.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March,2015, the appealed accounting standards have been followed along with proper explanation relating to material departures.

b) The Company has 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 31st March, 2015 and of the profit/loss of the Company for that period.

c) The Company has 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 She company and for preventing and detecting fraud and oilier irregularities.

d) The annual accounts have been prepared en going concern basis.

e) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and Thai such systems sie adequate arid operating effectively.

f) The infinity latish laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively

Changes in Share Capital

There was no change in the structure of the share capital of the Company during the financial year under review, the details of share capital is given under Note 2 of Financial Statement

PROCEEDS OF INTIAL PUBLIC OFFER

The Initial Public Offer (IPO) proceeds have been utilized as provided in Note no. 33 of Financial Statements.

Extract of Annual Return

As required pursuant, to section 92f3) of the Companies Act. 2013 and rule 12(1) if the Companies (Management and Administration] Rules, 2014, an retract of annual return in MOTT 9 as a part of this Annual Report.) Annexure I of Director Report)

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial . Statements.

Particulars of Contracts or Arrangements with Related Parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section II) of section 188 of the Companies Act, 2013 shall be disclosed in Form No. AOC-2. (As Annexure II of Director Report).

Disclosures under Sexual Harassment of Women at Workplace [Prevention, Prohibition & Redressal) Act, 2013 In order to promote safe and discriminative environment, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment, During the year under review Company has not received angry complaint of harassment, the details of this policy is explained in the Corporate Governance Report.

Vigil Mechanism:-

Your Company is committed to highest standards of ethical moral and legal business conduct. Accordingly, the Board of Directors have formulated Vigil mechanism which is m compliance with the provisions of section 177of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the details of this policy is explained in the Corporate Governance Report.

Details of Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Namrata Badkur , Director of the Company, retire ay rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received declarations from ail the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has drafted a Policy Tor performance evaluation of Independent Directors, Hoard, Committees and other individual Directors which includes criteria far performance evaluation of the ion executive directors and executive directors.

The Company has conducted programmers fop familiarize Independent Directors with die Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company works and other allied matters.

Deposit:-

The Company has not accepted any deposits from the public (details are under annexure (V) to Independent Auditor's Report).

Receipt of any commission by MP / WTD from a Company or for receipt of commission / remuneration, from it Holding or subsidiary -

NIL

Risk Management

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions en a continuous basis.

Corporate Social Responsibility (CSR] Policy

The Company doesn't fall under (he ambit of Section 135 (1), hence, Corporate Social Responsibility policy is not applicable to the Company.

Meeting of the Board

In the year 2614-2815, 5 (Five) Meetings of the Hoard were held on 30/05/2014, 16/08/2014, 16/09/2014, 14/11/2014, 12/02/2015. The intervening period between two Board meetings was well within the maximum time gap of for months prescribed in Clause 49.

Audit Committee:-

During the year, only 4 (four) Audit Committee medaling was held and the accounts are getting finalized for the year ended 2014-15, The Meeting Was Held on 28/05/2014,14/08/2014,16/09/2014,12/11/2014,12/02/2015

The attendances of each member of the Committee are given below:

Name Designation Position Committee Meeting Attendance

Mr. Amit Kumar Jain Independent Director Chairman 4

Mr. Harsh Badkur Managing Director Member 4

Mr. Niranjav Choudhary Independent Director Member 4

The Committee's a imposition meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise

Board Evaluation

Pursuant to the provision* of the Companies Art, 2Q13 ai1 Clause 49 of the listing Agreement, 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 ill& Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

Nomination & Remuneration Committee Policy

The Doarri of Directors; of your .Company in the meeting constituted the Nomination and Remuneration Committee with the requisite terms of reference as required under Section 178 of the Companies and other applicable provisions thereof in place of existing Remuneration Committee. The said Committee framed, adopted and recommended the 'Nomination, Remuneration & Evaluation Policy".

The Details of the Committee have been provided, under Corporate Governance Report.

Details pertaining to remuneration as required under section 197(12) of the Companies Act. 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014.

The percentage increase in remuneration of each Director, Chief financial Officer and Company Secrete" during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against die performance of the Company are as under (Annexure IV)

Fraud

Reporting No cases of fraud have been reported to the Audit Committee / Board during the financial year under review.

CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: -

Details provide in Annexure III

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere. to the requirements set out by SEBI The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement ouch Keung [he shareholder's information and Auditor's certificate on its compliance, forms a part of this Annual Report.

INDUSTRIAL RLLAT1QNS:

Industrial "Relations continue to remain cordial

- Management Discussion and Analysis Report:

A detailed review of the operation, performance and future outlook of the Company is given separately under the head Management Discussion and Analyze Report.

AUDITORS;

The present Statutory Auditors of the Company M/s S. P. J ATM &- ASSOCIATES Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment,. The Company has received a letter from retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Companies Act 2013, The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Secretarial Audit:-

Pursuant to the provision of Section 2(M Of the Companies Act, 2013 and [ha Companies Appointment and Remuneration of Managerial Personnel) Pulse, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Practicing Company Secretary to undertake the Secretarial Audit of fee Company. The Secretarial Audit Report is enclosed as Annexure V hereto

APPRECIATION;

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the Commitment and involvement of the employees at all levels and looks forward to their contumacy co-operation,

For and on behalf of the Board of Director of,

Place: Mumbai CHEMTECH INDUSTRIAL VALVES LIMITED

Date: 01/September/2015

Pradeep Shikharchand Badkur

DIN-00036822

Chairman

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Eighteenth Annual Report of company together with Audited Statement of Accounts and the Auditor''s Report for the financial year ended 31st March 2014. The summarized financial results for the Financial year are as under:

FINANCIAL RESULTS;

The Financial performance of your Company for the year under review is summarized below

(Rs. in Lacs) For the year ended

PARTICULARS 31st March 2014 31stMarch 2013

Sales & Other Income 3219.45 2279.47

Profit before Interest & Tax 166.64 333.25

Less: Depreciation 82..71 51.86

Less: Finance Charges 222.18 173.99

Profit/(Loss) before Taxation (138.25) 107.40

Less; Provision for Taxation 28.26 30.16

Net Profit/(Loss) after taxation (166.51) 77.24

TRANSFER TO GENERAL RESERVE:

During the financial year 2013-14, since the company has incurred loss, no amount has been transferred to the General Reserve.

DIVIDEND:

During the financial year 2013-14, since the company has incurred loss, the Directors do not recommend any dividend to the Shareholders.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the financial year, the company has increased its Authorised Share Capital from Rs. 1,00,00,000 (Rupees One Crore only) divided into 10,00,000 (Ten Lacs only) equity shares of Rs.10/- (Rs. Ten only) each to Rs. 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lacs) Equity shares of Rs.10/- (Rupees Ten. Only) each, ranking pari-passu with the existing shares of the Company in all respect.

INITIAL PUBLIC OFFER (IPO)

Your Director is pleased to inform you that, during 2013-14 your company went for a public issue of 49,52,000 equity shares of Rs. 10/- each fully paid for a cash at price of Rs.l 5/- per equity share and the issue was successful. The shares of the company are now listed on SME platform of the exchange.

INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Rajnikant Panday, Shri. Amit Kumar Jain, Shri. Amitabh Luhadia and Shri. Niranjay Choudhary was appointed as an Additional Director designated as an Independent Director w.e.f, August 08, 2013. The Company has received requisite notice in writing from a member proposing for their appointment as an independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS:

The present Statutory Auditors of the Company M/s. S. P. JAIN & ASSOCIATES Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/ s. S. P. JAIN & ASSOCIATES, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

PERSONNEL:

Company has no employees, attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance to the requirements of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no ma terial departure except accounts drawn as per revised Schedule VI as per the Companies Act, 1956.

b) Directors had selected the 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 at the end of the financial year and of the profit of the Company for the year under review.

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

CONVERSATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The energy Conservation measure is an ongoing activity in the company and energy consumption is closely monitored and is expected to reduce the consumption.

There is continuous efforts to up-grade our products and to further develop an indigenous expertise.

There has been no foreign exchange earnings and outgo during the year,

TECHNOLOGY ABSORPTION:

Disclosure of particulars with respect to Technology Absorption as per Form B

1. Research and Development (R & D):

(i) Benefit derived as a result of R & D:

(a) The quality of products of the company has improved and showed marked improvement in its desired properties.

(b) The R & D activities resulted into development of new products and also acceptability of the products in the market.

(ii) Future plan of Action:

(a) Continuation of the measures already initiated by the company.

(b) Introduction of more process control and detailed quality control as well as cost reduction techniques

(c) Development of new value added products

(d) Technology up gradation and modernization.

(iii) Expenditure on R & D:

The Company does not account for R&D expenses separately but treat them as revenue expenses and accounts in respective head of revenue accounts. There was no capital expenditure incurred on imported technology during the year

2. Efforts in brief made towards technology absorption, adaptation and innovation

(i) The Company has been developing in house modification/improvement in process technology in its various manufacturing sections, which when and if found suitable have been integrated in the manufacturing process.

(ii) These have been resulted in improving efficiency, quality & design of the Company''s products.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder''s information and auditor''s certificate on its compliance, forms a part of this Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report.

INDUSTRIAL RELATIONS:

Industrial Relations continue to remain cordial.

APPRECIATION:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers. Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board of Director of, Place: Mumbai CHEMTECH INDUSTRIAL VALVES LIMITED Date: 21/8/2014

Chairman