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Directors Report of Fischer Chemic Ltd.

Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting their report on the business and operations of your Company along with the Annual Report and audited financial statements for the Financial Year 2013-14.

1. FINANCIAL RESULTS:

(Amt in Rs) PARTICULARS MARCH 31, 2014 MARCH 31, 2013

Total Income 1,112,078 3,93,30,462

Total Expenses 1,067,473 28,783,937

Profit before tax 44,606 10,546,523

Profit (Loss) after tax 44,606 13,121,319

Balance loss forward brought forward -36,244,035 -49,496,026

Balance carried to balance Sheet -34,694,725 -36,224,035

2. REVIEW OF OPERATIONS

The Company has made Profits of Rs. 44,606 during the financial year. The shares of your Company are listed at BSE Limited. The Chemical industry as such is not looking good. The scope for development has come down drastically. The Company has sold off all fixed assets during the year. However, it does not affect its status as a going concern as the Company continues to look for various other business opportunities. The Company is in the process of shifting the Registered Office of the Company from the State of Tamil Nadu to the State of Maharashtra.

3. DIVIDEND

During the year under review, the Directors do not recommend any dividend

4. FIXED DEPOSIT

During the year under review, the Company has not invited or accepted any Deposits from the public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Dharmen Kantilal Joshi who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

The Board recommends appointment of Mr. Lalji Ramraj Yadav, Mr. Sanjeev Dhirajlal Mehta and Mr. Jayesh Patel as Independent Directors not liable to retire by rotation for 3 consecutive years for a term up to 31stMarch, 2017.

The Company has received requisite notices in writing from members proposing Mr. Lalji Ramraj Yadav, Mr. Sanjeev Dhirajlal Mehta and Mr. Jayesh Patel for appointment of Independent Directors in terms of the requirement of Companies Act, 2013.The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

7. AUDITORS AND THEIR REPORT:

The Board recommends M/s. Ashvin Thumar & CO. Chartered Accountants, as statutory auditors of the Company for the year 2014 -15, who have also confirmed their appointment shall be within the limits prescribed under Section 141 of the Companies Act, 2013, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company. Since notes to account are self explanatory, no further explanation is given by the Board as such.

8. CONSERVATION OF ENERGY:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

9. COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from Mr.Mandar Palav, Secretary in whole time practice.

10. DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required under Section 217 of the Companies Act, 1956, your Directors confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

- 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 at the end of the financial year and of the profit of the Company for that period;

- The Directors have taken proper and sufficient care for the 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; and

- The Directors have prepared the annual accounts on a going concern basis.

11. STATEMENT OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Information in accordance with the provisions of Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable in case of your Company.

12. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) BSE Limited.

b) The company has been delisted from Madras Stock Exchange Limited vide its letter no. MSE/LD/PSK/731/102/14 dated 12th March, 2014.

13. FOREIGN EXCHANGE:

During the year under review, there were no foreign exchanges Earnings or outgo.

14. CORPORATE GOVERNANCE:

In line with the requirement of Clause 49 of the Listing Agreement, a separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company is annexed herewith for the information of the members.

15. SUBSIDIARIES:

The Company has no subsidiaries.

16. ACKNOWLEDGEMENT:

Your Directors place on record its sincere appreciation towards the Company''s valued customers for their support and the confidence reposed by them in the Company. We take this opportunity to thank the Company''s clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

By Order of the Board For Fischer Chemic Limited

Place: CHENNAI Date: 14.08.2014 (Dharmen Joshi) Chairman Din: 06381429


Mar 31, 2012

The Directors have pleasure in presenting to you the 19th Annual Report together with the AUDITED ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2012.

a. FINANCIAL PERFORMANCE:

Particulars Year ended

31st March 31st March 2012 2011 (Rs.in Lakhs) (Rs.in Lakhs)

Profit (loss) before interest & Depreciation (25.21) (0.82)

Interest 1.01 1.99

Depreciation 31.83 30.61

Loss for the year (55.97) (31.18)

Loss brought forward from (438.99) (407.81)

Previous year Balance Loss: Carried forward (494.96) (438.99)

b. DIVIDEND

In view of the accumulated loss, the Board of Directors have decided not to recommend any dividend for the year 2011 - 2012.

c. PERFORMANCE DURINGTHE YEAR2011-2012

During the year under review your company has posted a sales Turnover of Rs.163.16 Lakhs against a turnover of Rs.209.85 Lakhs iln the previous year. Your company's sale is severely affected during the year under review due to severe recession experienced by the user segment. The Company has to cut the production drastically and had to resort to severe reduction in expenses. The Company made a net loss of Rs.55.97 Lakhs during the year.

d. REMEDIAL MEASURES

The Company has resorted to change in product mix, customer profile, cost reduction. The Company has consciously concentrated in bulk customers for major business. This has resulted in reduction in marketing expenses.

e. FUTURE PROSPECTS

Your company's products are well accepted by leading organization and the company is sure to leverage these strength to increase the turnover and profitability during the current year. Further your company has decided to explore a new line of activities via., selling, buying and dealing of all kinds of Drugs and Pharmaceutical Products in order to expand its business activites and uphold its growth in future.

f. DIRECTORS

Mr.GM.S.Narayanan is retiring at this meeting by rotation and being eligible, offer himself for reappointment and the Board of Directors recommend his reappointment.

g. PARTICULARS OF EMPLOYEES

During the year under review there was no employee in respect of whom information as per Section 217 (2A) of the Companies Act 1956 is required to be given in the Directors report.

h. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Directors confirm that they had,

i) Followed in the preparation of Annual Accounts, the applicable Accounting standards and given proper explanations relating to material departures, if any ;

ii) 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 at the end of the financial year and of the profit of the Company for that period.

iii) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

iv) Prepared the Annual Accounts on a going concern basis.

i. CORPORATE SOCIAL RESPONSIBILITIES

The Manufacturing process and plants of your company adhere with the standards laid down by various statutory / regulatory authorities for the protection of environment and workers safety. Your company has obtained ISO 9001- 2008 from M/s. TUV India Private Limited. The Certification is valid upto 2012.

j. CORPORATE GOVERNANCE

Your company recognizes the importance and need of good Corporate Governance as an important step in creating stakeholders confidence and for a healthy and stable Capital Market thereby enhancing the long term enterprise value. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion Analysis Report, Corporate Governance and Wholetime Directors Certification Report along with Auditors' Certificate regarding Compliance of the conditions of Corporate Governance are given as part of this Annual Report (Annexure 'A, 'B' and "C").

k. AUDITORS

Vivekanandan Associates, Chartered Accountants, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting.

I. COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the Company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice and a copy of such certificate is enclosed separately.

m. DEPOSITS

The company has not accepted any fixed deposits from the public during the year under review.

n. CONSERVATION OF ENERGY

The Company has been continuously taking all possible measures to conserve energy. The Company's manufacturing process is not power intensive.

o. RESEARCH & DEVELOPMENT

R&D facilities are used in the areas of development and new grades of Laboratory chemicals, change in methods of manufacturing existing products and to increase the yield of the process. R&D facilities are being continuously used for upgrading the quality of end products as per the requirement of end users.

p. Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

Director Reply to Auditors report

Note No.7 of the Annexure

The Company has initiated action to strengthen the internal audit system during the current year.

Note No.26(a) of Schedule 20

The Reconcilation process of Sundry Debtors and Creditors is initiated. The Company is awaiting Confirmation for certain minor parties and the same will be completed during the year.

Note No.26(d) of Schedule 20

The Company has already notified to all the suppliers for the confirmation regarding the status of Micro, Small, Medium Enterprises and feed back is not received from certain parties. The same will be completed in the current year.

r. ACKNOWLEDGEMENTS:

The Board of Directors of the company would like to thank and wish to express the appreciation for the committed services by all the employees of the company. The Board place on record their appreciation for the support and cooperation your company has been receiving by bankers, customers, distributors, suppliers. The Directors also wish to thank the stakeholders, regulatory and government authorities for their support.

By Order of the Board

for FISCHER CHEMIC LIMITED

Place : CHENNAI G.M.S. NARAYANAN K. VASUDEVAN

Date : 18th May 2012 Whole time Director Whole time Director

 
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