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Directors Report of Kemistar Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present their TWENTY FIRST ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2014-2015 ended on 31st March, 2015.

FINANCIAL RESULTS

The Agro chemicals and other business operations will be operated from Ahmedabad office.

The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:

Particulars Year 2014-15 Year 2013-14 (Rs.) (R.)

Income from operations 9,651,270 86,55,144

Income from other heads 44,872 -

Total Expenditure 9,476,031 84,19,540

Profit Before Tax 220,111 2,35,604

Provision for Tax - -

Profit After Tax 173,866 1,91,640

DIVIDEND:-

In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31st March 2015.

OPERATIONS:-

Despite of difficult year, your company could maintain the sales turnover which increased from Rs. 86, 55,144/-to. Rs. 9,651,270/-

(1) Domestic Sales: - The domestic sales increased by Rs. 9,96,126/- i.e. from Rs. 86,55,144/- in f.y.2014 to Rs 9,651,270/- in f.y.2015.

(2) Other Income other income increased by Rs. 44,872/-

INVESTMENT:-

During the year the company has invested 13, 44,872/- in reliance Liquid Fund.

ANNUAL LISTING FEES:-

The Company has paid the annual listing fees for the year 2015-16 to Bombay Stock Exchange Limited and Vadodara Stock Exchange limited, Vadodara.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion Analysis is appended to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return In form MGT.9 is annexed as Annexure A.

CORPORATE GOVERNANCE:-

As per clause 49 of the Listing Agreement the Corporate Governance information is appended to this report.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Aanal Satyawadi, Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015

The Secretarial Audit Report is annexed as Annexure B.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL.

EMPLOYEE RELATION & PARTICULARS OF EMPLOYEE:-

The information required under section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report and is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:-

In compliance of Section 134(3) (c) of the Companies Act, 2013, the Directors of your Company confirm the following:

a) that the applicable accounting standards have been followed in the preparation of the Final annual accounts, along with proper explanations relating to material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2015;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Savjibhai Gondalia, retiring by rotation -at this Annual General Meeting and eligible offer themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

REGISTRAR AND TRANSFER AGENT:-

Purva Sharegistry (India) Pvt Ltd.,

9, Shivshakti Ind.Estate,

Lower Parle (E) Mumbai - 400011.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

AUDIT COMMITTEE:-

As good corporate governance, an Audit Committee has been constituted according with the provisions of section 177 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and the Clause 49 of the Listing Agreement.

The functions of the Committee are:

* To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

* To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

* To recommend the appointment of auditors and the fixation of audit fees.

* To review with management, the financial statements before submission to the Board.

The Audit Committee has been reconstituted with the three Directors, viz.,

1. Mr. savjibhai Savalia, Independent Director Member

2. Mr. MaheshKumar Kanani, Independent Director Member 3 .Mr. Ketankumar Patel, Managing Director Member

During the year under review, the audit committee met 4 times. All the members of the committee were remained present at the meetings.

NOMINATION & REMUNA RATION COMMITTEE

In order to comply with the provisions of section 178 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014, the Nomination & Remuneration Committee was constituted consisting of the following who are the directors of the company:

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. MaheshKumar Kanani, Independent Director Member

3. Mr. Ketankumar Patel, Managing Director Member

AUDITORS:-

M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re- appointment.

The Company has received letter from them to the effect of their re-appointment, if made, would be within prescribed limit under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 pursuant to the provisions of section 197 of the Companies Act, 2013.

GENERAL:

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS:-

Your Directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the company.

For and on behalf of the Board of Directors

Place : Ahmedabad Sd/- Sd/- Date :- 30/07/2015 Managing Director Director




Mar 31, 2014

Dear Members,

The Directors of your Company are pleased to present their TWENTIETH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2013-2014 ended on 31st March, 2014.

FINANCIAL RESULTS

The Aqro chemicals and other business operations will be operated from Ahmedabad office. The other operations will commence in phased manner hence onward. The Financial Results during the year under review are as under:

particulars Year 2013-14 Year 2012-13 (Rs.) (Rs.)

Income from operations 86,55,144 16,01,967

Income from other heads - 7,270

Total Expenditure 84,19,540 10,30,043

Profit Before Tax 2,35,604 (7,70,03,136)

Provision for Tax -

Profit Before Tax 1,91,983 (77,011,162)



DIVIDEND:-

In absence of adequate profit, your Directors are unable to recommend any dividend for the year ended 31st March 2014.

OPERATIONS:

In absence of adequate profit, your company could maintain the sales turnover which increased from Rs. 16,01,967/-to. Rs. 86,55,144/-

(1) Domestic Sales: - The domestic sales increased by Rs. 7053177/- i.e from Rs. 16,01,967/- in f.y,2013 to Rs 86,55,144/- in f.y.2014.

(2) Other Income other income decreased by Rs.7,270/-

INVESTMENT,

During the year the company has not invest in any kind of investment.

ANNAUAL LISITING FEES:

The Company has paid the annual listing fees for the year 2014-15 to Bombay Stock Exchange Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 49 of the Listing Agreement with the Stock Exchange, the Manage men Discussion Analysis is appended to this report.

CORPORATE GOVERNANCE:-

As per clause 49 of the Listing Agreement the Corporate Governance informations appended to this report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:-

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 134 (6) (m) of the companies Act, 2013 are NIL.

EMPLOYEE RELATION & PARTICULARS OF EMPLOYEE:-

The information required under section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report and is annexed to this report.

DIRECTORS' RESPONSIBILITY STATEMENT."

In compliance of Section 134(3) (c) of the Companies Act. 2013, the Directors of your Company confirm the following:

a) that the applicable accounting standards have been followed in the preparation of the Final annual accounts, along with proper explanations relating to material departures;

b) that appropriate accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at March 31, 2013;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association,

Mr. Ketankumar Patel, retiring by rotation at this Annual General Meeting and eligible offer themselves for re-appointment.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the details of Directors seeking re-appointment at the ensuring Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

REGISTRAR AND TRANSFER AGENT:-

Purva Share Registry (India) Pvt Ltd., 9, Shivshakti Ind.Estate, Lower Parle (E) Mumbai - 400011.

AUDIT COMMITTEE:-

As good corporate governance, an Audit Committee has been constituted according with the provisions of section 177 of the Companies Act, 2013, the Companies (Meetings of Board and its Powers) Rules, 2014, and the Clause 49 of the Listing Agreement.

The functions of the Committee are:

* To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

* To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

* To recommend the appointment of auditors and the fixation of audit fees.

* To review with management, the financial statements before submission to the Board.

The Audit Committee has been reconstituted with the three Directors, viz.

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. Mahesh kumar kanani, Independent Director Member

3 Mr. Ketankumar Patel, Managing Director Member

During the year under review, the audit committee met 4 times. All the members of the committee were remained present at the meetings.

NOMONATION & REMUNARATION COMMITTEE

In order to comply with the provisions of section 178 of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014,the Nomination & Remuneration Committee was constituted consisting of the following who are the directors of the company:

1. Mr. Vasant Savalia, Independent Director Member

2. Mr. Mahesh kumar kanani, Independent Director Member

3. Mr. Ketankumar Patel, Managing Director Member

AUDITORS:-

M/s. Gaurav N. Zinzuwadiya, Chartered Accountants, Ahmedabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The Company has received letter from them to the effect of their re-appointment, if made, would be within prescribed limit under section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of Section 139 of the said Act.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 pursuant to the provisions of section 197 of the Companies Act, 2013.

GENERAL:

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEDGEMENTS:-

Your Directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchanges and Government authorities for their continued support and co-operation throughout the year.

Your Directors sincerely acknowledge the contribution made by all the employees for their dedicated services to the company.

For and on behalf of the Board of Directors

Sd/- Sd/- Managing Director Director

Place : Ahmedabad Date :- 19/07/2014




Mar 31, 2011

Dear Shareholder,

The Directors of your Company are pleased to present their SEVENTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2010-2011 ended on 31st March 2011.

PROJECT PROGRESS

The ceramic tiles and other business operations will be operated from Ahmedabad office. The other operations will commenced in phased manner hence onward. The operating results during the year under review are as under:

Particulars Year 2010-11 Year 200 -10 (Rs.) (Rs.)

Income from operations 3856818 353802

Income from other heads 316154 81433

Total Expenditure 3843948 300083

Profit Before Tax 329024 135152

Provision for MAT 17090 31676

Profit After Tax 311934 103476

DIVIDEND

In absence of adequate profit, your Directors are unable to recommend any Dividend for the year ended 31st March 2011.

CORPORATE GOVERNANCE

Report on Corporate Governance as required by the listing agreement the Company has entered into with various stock exchanges and other applicable provisions has been prepared and annexed hereto.

DIRECTORS

At the ensuing Annual General Meeting, Shri. NARENDRA K SHAH, Directors will retire by rotation in terms of Articles 126 of the Articles of Association of the Company.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

Registrar and Transfer Agents:

Purva Share Registry Pvt Ltd., 9, Shivshakti Ind.Estate, Lower Parle (E) Mumbai - 400011.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by the provision of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Kemistar Corporation Limited, confirm the following:

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

2. That the Directors 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.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

As a good corporate governance, an Audit Committee has been constituted according to the provision of Section 292A as inserted by the Companies (Amendment) Act, 2000. The functions of the Committee are:

- To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

- To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

- To recommend the appointment of auditors and the fixation of audit fees.

- To review with management, the financial statements before submission to the Board.

The Audit Committee has been constituted with the two Directors, viz.,

1. Mr. Ketankumar P. Patel

2. Mr. Vasant Savalia

During the year under review, the audit committee met one time. All the members of the committee were remained present at that meeting.

AUDITORS

The present Auditors of the Company M/s. Janak Soni & Associates Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting and being eligible, they have offered themselves for the reappointment. The Company has also received certificate of their eligibility for re-appointment under section 224 (1-B) of the Companies Act, 1956 from them.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs.24,00,000/- per annum of Rs.2,00,000/- per month, the limits specified under the companies ( Particulars of employees) Rules, 1975 pursuant to the provisions of section 217(2A) of the Companies Act,1956.

Your Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956, are applicable.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTUCILARS IN THE REPORT OF THE BOARD OD DIRECTORS) RULES, 1988.

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the companies Act, 1956 are NIL.

GENERAL

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters, bank, Government Authorities, shareholders and suppliers.

Your directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/- Managing Director Director

Place : Ahmedabad Date : 27/06/2011


Mar 31, 2010

The Directors of your Company are pleased to present their SIXTHTEENTH ANNUAL REPORT together with the Audited Statement of Account for the Financial Year 2009-2010 ended on 31st March 2010.

PROJECT PROGRESS

The ceramic tiles and other business operations will be operated from Ahmedabad office. The other operations will commenced in phased manner hence onward- The operating results during the year under review are as under:

Particulars Year 2009-10 Year 2008-09

(Rs.) (Rs.)

Income from operations 353802 300000

Income from other heads 81433 0

Total Expenditure 300083 241734

Profit Before Tax 135152 55266

Provision for MAT 31676 16598

Profit After Tax 103476 41668

DIVIDEND

In absence of adequate profit, your Directors are unable to recommend any Dividend for the year ended 31st March 2010.

CORPORATE GOVERNANCE

Report on Corporate Governance as required by the listing agreement the Company has entered into with various stock exchanges and other applicable provisions has been prepared and annexed hereto.

DIRECTORS

At the ensuing Annual General Meeting, Shrl. NARENDRA K SHAH, Directors will retire by rotation in terms of Articles 126 of the Articles of Association of the Company.

In the light of various guidelines and applicable provisions your director proposes to broad base the board by the appointment of independent professional directors.

Registrar and Transfer Agents :

Purva Share Registry Pvt Ltd., 9, Shivshakti Ind. Estate, Lower Parle (E) Mumbai - 400011.

Demateriaiization of shares: The Company is in the process for dematerialization of its shares.

The share transfer agent of the company has been successfully providing all investor services within a time bound period.

DIRECTORS RESPONSIBILITY STATEMENT

As required by the provision of Section 217(2AA) of the Companies Act, 1956, we, the Directors of Kemistar Corportaion Limited, confirm the following:

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

2. That the Directors 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.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

As a good corporate governance, an Audit Committee has been constituted according to the provision-of Section 292A as inserted by the Companies (Amendment) Act, 2000. The functions of the Committee are:

- To review the adequacy of internal control systems and Internal Audit Reports and their compliance thereof.

- To oversee the Companys financial reporting process and the disclosure of its anaual information to ensure that the financial statements are correct, sufficient and credible.

- To recommend the appointment of auditors and the fixation of audit fees.

- To review with management, the financial statements before submission to the Board.

The Audit Committee has been constituted with the two Directors, viz.,

1. Mr. Ketankumar P. Patel

2. Mr. Vasant Savalia

During the year under review, the audit committee met one time. All the members of the committee were remained present at that meeting.

AUDITORS

The present Auditors of the Company M/sJanakkumar Soni & Associates Chartered Accountants, Ahmedabad will retire at the ensuing Annual General Meeting and being eligible , they have offered themselves for the reappointment. The Company lias also received certificate of their eligibility for re-appomtment under section 224 (1-B) of the Companies Act, 1956 from them.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding Rs. 12,00,000/- per annum of Rs. 1,00,000/- per month, the limits specified under the companies ( Particulars of employees) Rules, 1975 pursuant to the provisions of section 217(2A) of the Companies Act,1956.

Your Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956, are applicable.

PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTUCILARS IN THE REPORT OF THE BOARD OD DIRECTORS) RULES , 1988.

Your Company has not consumed energy of the significant level and accordingly no measures were taken for energy conservation and no additional Investment was made for the reduction of energy conservation. The particulars regarding technology absorption and foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the companies Act, 1956 are NIL.

GENERAL

The notes forming part of accounts, being self - explanatory are not being dealt with separately.

ACKNOWLEGEMENTS

Your Directors express their sincere gratitude for the assistance and co-operation extended by promoters , bank, Government Authorities, shareholders and suppliers.

Your directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad

Date : 30/06/2010 Managing Director Director

 
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