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एक्जेल पॉलीमर्स निदेशकों की रिपोर्ट, एक्जेल पॉलीमर्स निर्देशकों द्वारा रिपोर्ट

एक्जेल पॉलीमर्स

बीएसई: 513642  |  NSE: N.A  |  ISIN: INE197C01012  |  Plastics

खोजें एक्जेल पॉलीमर्स कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
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
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `1008 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `538 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `379 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `656 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `1075 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `36 Cr की बिकवाली की
  • MS ON BPCL : Overweight रेटिंग, लक्ष्य `571/Sh
  • CS ON AARTI IND : Outperform रेटिंग, लक्ष्य `980/Sh
  • CS ON APOLLO HOSP : लक्ष्य `1,300 से बढ़ाकर `1,600/Sh
  • NOMURA ON ESSAR CASE : बैंकों की अब 90% तक रकम की रिकवरी संभव

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