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 Directors Report  
Sanginita Chemicals Ltd.
 
March 2016

Disclosure in board of directors report explanatory

Board’s Report

To
The Members of
Sanginita Chemicals Private Limited

Your Directors have pleasure in presenting the 11th Board’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your Company for the financial year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

ParticularsStandalone
2015-162014-15
Total Income144,36,28,349128,93,06,063
Total Expenditure139,55,72,854124,33,49,025
Profit Before Interest ,Depreciation and Tax4,80,55,4954,59,57,038
Finance Charges2,69,49,7942,56,32,236
Provision for Depreciation49,54,67856,65,982
Net Profit Before Tax1,61,51,0231,46,58,820
Provision for Tax
1. Current Tax51,86,30047,67,000
2. Previous Year Tax--
3. Deferred tax Asset-82130(1,49,655)
Net Profit After Tax1,10,46,8531,00,41,475


STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the year 2015-16, the company has total income of Rs. 144,36,28,349 /- as compared to Rs. 128,93,06,063 /-for the previous year 2014-15. The total expenditure incurred is Rs. 139,55,72,854 /-as compared to Rs. 124,33,49,025/- in the previous year 2014-15. Company has made a net profit of Rs. 1,10,46,853 /- for the year ended on 31.03.2016. Your Directors expects improved results in the years to come.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

DIVIDEND

The Board of Directors do not recommend any Dividend due to conservation of Profits in FY 2015-16.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

Your Company proposed to transfer Rs. 1,10,46,853 /- to General Reserve Account for the financial year ended on 31st March, 2016.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information:
(Annexure: I)

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16, the Company held ten board meetings of the Board of Directors as per Section 173 of Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a)In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)The directors had 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 and loss of the company for that period;

(c)The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)The directors had prepared the annual accounts on a going concern basis; and

(e)Company being unlisted sub clause (e) of section 134(5) is not applicable.

(f)The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

M/s. B.K.Chavada & Co., Chartered Accountants, the Statutory Auditors of the Company, have been appointed as statutory auditors for a period of 5 years w.e.f. 2014-15 subject to ratification of his appointment every year by the members of the Company in the annual general meeting.

As required under the provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. B.K.Chavada & Co. that their re-appointment, if made, would be in conformity with the limits prescribed in the said Section under Companies Act, 2013. Your Board recommends his reappointment as auditor.

There are no qualifications or adverse remarks in the Auditors’ Report which requires any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

LOANS, GUARANTEES AND INVESTMENTS

There were no Loans & Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2016.

RELATED PARTY TRANSACTIONS

The Company has not entered into Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Hence the information relating to form AOC-2 is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A.Conservation of Energy, Technology Absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B.Foreign Exchange Earnings And Outgo
There were no Foreign earning and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal. However, the Board reviews the risks associated with the business of the Company from time to time.


DIRECTORS and KMP

During the current financial year the following changes have occurred in the constitution of directors of the Company.

S.NoNameDesignationDate of appointmentDate of cessationReason of Cessation
1Vijaysinh Dineshsinh ChavdaDirector15.12.2005--
2Hansaben Dineshsinh ChavdaDirector15.12.2005--
3Dineshsinh Bhimsinh ChavdaDirector10.01.2007--
4Anitaben Dineshsinh ChavdaAdditional Director27.06.201530.09.2015Due to pre-occupation resigned.


DEPOSITS

The company has not accepted any deposits during the year.

CHANGES IN SHARE CAPITAL

During the Financial Year 2015 -16, the share capital of the Company has been increased from 81,92,800 equity shares to 84,67,800 equity shares pursuant to allotment of 2,75,000 equity shares of Rs 10/- each on Right basis to the existing members of the Company.

ORDER OF COURT

No significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and company’s operation in future during the year 2015-16.


ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.


For, Sanginita Chemicals Private Limited

SD/- SD/-
(DINESHSINH CHAVADA) (VIJAYSINH CHAVDA)
DIN- 01497977 DIN- 0047941

Date: 15.04.2016
Place: Gandhinagar

Description of state of companies affair

During the year 2015-16, the company has total income of Rs. 144,36,28,349 /- as compared to Rs. 128,93,06,063 /-for the previous year 2014-15. The total expenditure incurred is Rs. 139,55,72,854 /-as compared to Rs. 124,33,49,025/- in the previous year 2014-15. Company has made a net profit of Rs. 1,10,46,853 /- for the year ended on 31.03.2016.

 
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