| Dear Members,
The Directors have pleasure in presenting the Board's Report of your
Company together with the Financial Statements of your Company for the
financial year ended, 31st March,2015.
FINANCIALS
Rupees
PARTICULARS 2014-15 2013-14
PROFIT / (LOSS) BEFORE DEPRECIATION , 60,66,483 -1,32,90,935
TAX
(Less): Depreciation 48,18,792 45,42,629
PROFIT/(LOSS) BEFORE TAX 12,47,691 -1,78,33,564
TAX EXPENSES:
(Less): Deferred Tax 0 0
NET PROFIT/(LOSS) BEFORE EXCEPTIONAL 12,47,691 -1,78,33,564
ITEMS
Add/ (Less) Exceptional items 0 0
NET PROFIT/(LOSS) FOR THE YEAR 12,47,691 -1,78,33,564
Add/ (Less): Balance Brought Forward -3,55,84,292 -1,77,50,729
Add/ (Less): Transitional Adjustment 25,93,112 0
on Depreciation
BALANCE CARRIED TO BALANCE SHEET 3,69,23.713 3,55,84,292
The Company has posted a Net profit of Rs. 12,47,691 during the year
under review as against a Net Loss of Rs, 178,33,564. The Net Sales of
the Company for the year under review is Rs. 1623.12 lacs as against
Rs. 558.55 lacs in the previous year; an increase of 290%.
As per the revised provisions of Schedule III of the Companies Act 2013
an Amount of Rs. 25,93,112 has been adjusted under transitional
depreciation and thus the Net Worth is lower to that extent. This has
no impact on the Profit of the Company.
DIVIDEND
In view of carried forward of losses of the Company, your Directors do
not recommend dividend.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs. 430.00 lacs
consisting of 4300000 Equity Shares of Rs. 10/- each. During the year
under review, the Company has not issued any Bonus Shares, Equity
Shares nor any Right Shares with differential voting rights etc.
neither granted any stock options or sweat equity.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend, the Company was not
required to transfer any amount to Investor Education & Protection Fund
during the year under review. Hence, the provisions of Section 125 of
the Companies Act, 2013 do not apply.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to
which this financial statements relate and 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 as per Annexure-1.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15,5 meetings of the Board of Directors
of the Company were held on 31.05.2014,04.08.2014,27.09.2014,13.11.2014
& 04.02.2015.
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 The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
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 & REPORT THEREON
M/S SHAH & BHANDARI, Chartered Accountants, Vadodara were appointed as
Statutory Auditors to hold office upto the conclusion of 23rd Annual
general Meeting by the Members of the Company at their Annual General
Meeting held on 27th September, 2014. The Company has received
requisite certificate and consent from them. You are requested to
ratify their appointment.
There are no qualifications or adverse remarks in the Auditors' Report.
The Notes on financial statements are self-explanatory, and needs no
further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The company has not given any guarantees or securities covered under
the provisions of section 186 of the Companies Act, 2013 ('the Act').
However, the aggregate of loans and advances granted as also
investments are within the limits of Section 186 of the Act.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company which may have potential conflict with
the Interest of the Company. Particulars of contracts/arrangement with
related parties in the Form AOC-2 pursuant to Section 188(1) of the Act
are enclosed as perAnnexure-2.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) During the year, your Directors have focused their approach on the
efficiency in Consumption of Power.
The particulars prescribed under the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988 are as
under:
Power&Fuel Consumption - Electricity 2014-2015 2013-2014
Purchased Quantity units 719580 283371
Amount Rs. 55,28,807 21,65,899
Rate/unit Rs. 7.68 7.64
Production Quantity M.T. 2739.832 607.651
Total Power Cost Rs. 55,26,631 21,65,899
Power Cost per Kg. of Production Rs. 1.91 3.56
The Power cost per kg of Production has decreased from Rs. 3.56 to 1.91
per kg due to increased production. This is after increased rate of
power as well as duty.
(B) Foreign exchange earnings and outgo
There were no Foreign Exchange earnings or outgo during the year under
review.
RISK MANAGEMENT
Polymer Industry has a certain specific set of risk characteristics,
which needs to be carefully evaluated and mitigated. In order to
effectively manage the same, the Company has evolved proactive Risk
Management System, which is adhered to. The risk management covers the
entire process from capital investment, competitors' activities, new
entrants etc. Continual reforms and emphasis on technological
developments shall reduce the exposure to risk.
DIRECTORS &KMP
The following changes have occurred in the constitution of the Board of
Directors of the company:
No Name Designation Date of Appointment
1. Mr.B.B.Patel Independent Director 31.12.2005
(DIN:02422171)
No Name Date of Cessation Mode of Cessation
1. Mr.B.B.Patel 29.05.2015 Resignation
(DIN:02422171)
Mr. B.B.Patel has resigned from the Directorship of the Company w.e.f.
29.05.2015. Your Directors have placed on record appreciation for
valuable services rendered by Mr. B.B.Patel.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall in the criteria of Section 135 of Companies
Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and hence the Company is not required to constitute
Corporate Social Responsibility Committee.
MEDIAN EMPLOYEE DETAILS:
The information required pursuant to Section 197 (12) of the Companies
Act, 2013 read with Rule 5(1). of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will be made
available to any member on request.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination / Appointment & Remuneration
Committees.
CORPORATE GOVERNANCE
In view of paid up Equity Capital and Net Worth of the Company is
lesser than Rs. 10 Crores and Rs. 25 Crores respectively. Clause 49 of
the Listing Agreement is not mandatorily applicable in terms of
circular no. CIR/CFD/POLICYCELL/7/2014 dtd 15.09.2014 and accordingly,
Corporate Governance Report is not included in the Annual Report.
INDEPENDENT DIRECTORS & DECLARATION
Mr. Prashant Walvekar continues as Independent Director of the company
as per Section 149( 10) of the Companies Act, 2013 for a further term
of one year on the Board of the Company.
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided
under section 149(6)of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the provisions of Section 178(1) relating to constitution of
Nomination and Remuneration Committee, the Company has constituted
Nomination & Remuneration Committee which deals with issues relating to
appointment of Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies
Act, 2013.
Name of the Director Position held Category of the Director
in the
Committee
Mr.A.G.Thakore Chairman Independent Director
Dr. M.A.Bodhanwala Member Non- Executive Director
Mr. P.M.Walvekar Member Independent Director
REMUNERATION POLICY
Remuneration to Executive Directors:
The Executive Directors are paid annual remuneration as under:
Mr.A.B.Bodhanwala Managing Director Rs. 13,25,000
Mr. B.K.Bodhanwala Whole time Director Rs. 4,20,000
Mr. G.S.Thanky Whole time Director Rs. 12,00,000
Remuneration to Non Executive Directors:
The Non Executive Directors are not paid any remuneration.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of 3 Members. The board has accepted the
recommendations of the Audit Committee. The table sets out the
composition of the Committee:
Name of the Director Position held Category of the Director
in the
Committee
Mr.A.G.Thakore Chairman Independent Director
Mr. G.S.Thanky Member Non-Executive Director
Mr. PrashantWalvekar Member Independent Director
INVESTOR GRIEVANCE COMMITTEE
The Investors' Grievance Committee has been constituted and
functioning. Mr. B.K.Bodhanwala was the Chairman & Dr. M A Bodhanwala
was member. The Committee deals with all Transfers, transmissions etc.
as required from time to time and all matters pertaining to Investors'
complaints. When the Shares are lodged for transfer in excess of 10000
shares, the Company may send the same for confirmation of the
transferor and only after the Company is fully satisfied, the same are
transferred.
The Committee reviews the performance of the Registrars and Transfer
Agents (RTA) and their system of dealing with the investors. There were
no complaints pending for disposal as at 31.03.2015.
SECRETARIAL AUDIT REPORT
There are no qualifications or adverse remarks in the Secretarial Audit
Report which require any clarification/ explanation.
Further the Secretarial Audit Report as provided by M/s DEVESH VIMAL &
CO; Practicing Company Secretaries for the financial year ended, 31st
March, 2015 is annexed herewith for your kind perusal and information.
(Annexure: 4)
COST AUDIT
There is no requirement for Cost Audit as the Company does not fulfill
the criteria for the same.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has been engaged in
formulation of Vigil Mechanism for directors and employees to report
genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee.
SHARES
The Company has neither issued nor allotted any shares during the year
under review.
ORDER OF COURT
No orders were passed during the course of Financial Year 2014-15 in
respect of any Company's matter.
INTERNAL CONTROL SYSTEM AND THEIR EFFICACY
The Company has by and large adequate internal control procedures
commensurate with the size of the Company and nature of business
especially with regard to purchase of inventory, fixed assets and for
sale of goods.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Net Profit of the Company during the financial year is Rs. 12.47 lacs.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation
2015 in place of SEBI (Prohibition & Insider Trading ) Regulation 1992
with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance
for dealing in the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window' is closed.
The Board is responsible for implementation of the Code. All Directors
and the designated employees have confirmed compliance with the Code.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The code laid down by
the Board is known as "Code of Business Conduct" which forms an
Appendix to the Code.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code. All Management have been given
appropriate training in this regard.
ACKNOWLEDGEMENT
The Company would like to thank all of its Stakeholders, including
inter alia Suppliers, Vendors, Investors and Bankers and appreciation
to all its customers for their consistent, abiding support throughout
the year.
Your Company also records its appreciation of the contributions made by
employees at all levels. Their commitment, cooperation and support are
indeed the backbone of all endeavors of the Company.
The Company would like to acknowledge Government of India, Customs and
Excise Departments, Income Tax Department, Industrial & Labour
Departments, Government of Gujarat, and other government agencies for
the support; the Company has been receiving over the years and is
looking forward to their continued support/guidance in times to come.
FOR AND ON BEHALF OF THE BOARD
Date: 30.05.2015 B.K.Bodhanwala
Place: Mokshi Chairman |