| The Directors present the twenty second Annual Report of your Company
along with the Financial Statements for the year ended 31st March,
2015.
Financial Highlights:
Particulars For the
year ended For the
year ended
March 31,
2015 March 31,
2014
Rupees in
lacs Rupees in
lacs
Revenue from operations 3551.20 6282.81
Operating Profit/ (Loss) 95.42 666.65
Extraordinary Item 302.46 0.00
Profit/ (Loss) before Tax 216.55 370.86
Provision for Tax - -
Profit/ (Loss) after Tax 216.55 370.86
Balance brought forward from previous year (573.99) (944.85)
Profit/ (Loss) carried to Balance Sheet (357.44) (573.99)
Dividend
The Directors do not propose to recommend any dividend for the year
under review in view of accumulated losses.
Operations:
During the year under review, your Company's revenue declined by
Rs.27.32 Crores. Sales of Polyester Staple Fibres declined to Rs.35.41
crores from Rs. 42.81 crores. The Company did not carry out much of
Investment activity during the year. As a result the income from
Investment activity declined to Rs.0.09 crores from Rs. 20.02 crores.
The Polyester Staple Fibre market is going through a volatile phase.
During the first half of the year the market was favourable with good
order traction. But during the second half market went into recession
with drop in product prices and drying up of orders. The cost of raw
materials did not decline in proportion to fall in product prices. This
resulted into operating profit of just Rs.0.95 crores.
The extraordinary item is reversal of Excise Duty provision due to
relief granted to the Company by Finance Act 2014 which has done away
with retrospective amendment of Finance Act 2012 which had imposed
excise duty on the Company's product.
Material changes and commitments after the end of financial year
There have been no material changes and commitments, if any, affecting
the financial position of the Company, which have occurred between the
end of the financial year and date of the report.
Particulars of loans, guarantees or investment
The Company does not have any loans, guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013.
Human Resource
The Company continues to place significant importance on its human
resources and enjoys cordial and peaceful relations at all levels. The
Directors are pleased to place on record their appreciation of the
services rendered by the employees at all levels.
The Company has a Policy on Prohibition, Prevention and Redressal of
Sexual Harassment of Women at workplace and matters connected therewith
or incidental thereto covering all the aspects.
Particulars of Employee:
There is no information required to be given pursuant to section 197
read with Rule -5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Environment, Health & Safety:
Your Company is committed to ensure a clean and green pollution-free
environment as well as a healthy and safe work place at its plant
location. In fact the Company's business is of converting waste PET
bottles into Polyster Staple Fibre. Thus the Company's operations are
beneficial to the environment. Further the Company is taking
environmental friendly initiatives like, energy saving projects and
waste reduction initiatives.
Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The Information on conservation of energy , technology absorption and
foreign exchange earning and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, is annexed herewith as "Annexure A" which forms the part
of the report .
Deposits
The Company has not accepted any public deposits and, as such, no
amount on account of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
Directors:
As per the provisions of Section 149(1), 161 and other applicable
provision under The Companies Act, 2013, the Board has appointed Ms.
Wilma Lobo as Additional Executive Woman Director of the Company with
effect from March 16, 2015. The above appointment was based on
recommendation of Nomination and Remuneration Committee and subject to
approval of the Shareholders of the Company at the forthcoming Annual
General Meeting.
The Board also appointed Mr. Navdeep Singh Khera as an Independent
Director with effect from December 11, 2014. The appointment is subject
to approval of the Shareholders of the Company at the forthcoming
Annual General Meeting.
During the year, Mr. H V Deodhar resigned as Director due to personal
reasons.
As per the provisions of the Companies Act, 2013 and Articles of
Association, Mr. R. S. Arora is liable to retire by rotation at the
Twenty Second Annual General Meeting.
Mr. R.S. Arora has confirmed his eligibility and willingness to accept
the office of Directorship of your Company, if appointed. In the
opinion of your Directors, Mr. R.S. Arora has the requisite
qualifications and experience which would be useful for your Company
and would enable him to contribute effectively to your Company's good
operational performance and overall good corporate governance in his
capacity as Director of your Company.
It is, therefore, considered prudent that your Company should continue
to avail of the services of Mr. R.S Arora as Director and the Board
recommends that the proposed resolution relating to re-appointment of
Mr. R.S. Arora as Director of your Company be approved.
None of the Directors or Key Managerial Personnel has any pecuniary
relationships or transactions vis-…- vis the Company, other than
salaries, commission, sitting fees.
Declaration given by independent directors
All Independent Directors have given declarations that they meet the
criteria of independence as provided under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Familiarisation programme for Independent Directors
The Company's familiarization programme for Independent Directors
provides orientation and training at the time of joining to enable them
to understand the operations, business and other details of the
Company. The Independent Directors are regularly briefed on the
developments that are taking place in the Company and its operations.
Number of meetings of the Board.
The Board meets at regular intervals to review the Company's businesses
and discuss strategy and plans. A tentative annual calendar of the
meetings is circulated to the Directors in advance to enable them to
plan their schedule and to ensure effective participation.
During the year, six board meetings were convened and held. The maximum
interval between the meetings did not exceed the period prescribed
under the Companies Act, 2013 and Listing Agreement
Committees of the Board
During the year, in accordance with the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has constituted or reconstituted
its Committees.
Currently, the Board has the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details of the Committees along with their constitution and other
details are provided in the "Report on Corporate Governance".
Directors Responsibility Statement:
Your Directors confirm that:
i) in the preparation of annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgements and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as of 31st March, 2015 and of the Profit of
the Company for that year;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Director's appointment and remuneration
The Nomination and Remuneration Committee has laid down the criteria
for Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes and independence of a
Director.
The following attributes / criteria for selection have been laid by the
Board on the recommendation of the Committee.
a) Cultural fit and personal values
b) Vision and Strategic Management
c) Independence and impeccable reputation for integrity, deep expertise
and insights and complementary skills
d) Change management and influencing change
The policy for appointment of Director, KMP is given in "Annexure E".
Annual evaluation of performance by the Board
As per criteria for performance evaluation, laid down by the Nomination
and Remuneration Committee, the Board has assessed its own performance,
the performance of each of the Directors and the performance of its
committees.
The Independent Directors have assessed the performance of each of the
non independent Director as provided in the Act and the Listing
Agreement.
Remuneration Policy:
The Board has, on recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
set out in the "Annexure F" to this report.
Related Party Transaction:
All the related party transactions that were entered into during the
financial year were on the arm's length and were in ordinary course of
business. All Related Party Transaction are placed before the Audit
Committee as also the Board for the approval. Prior omnibus approval of
the Audit Committee is obtained on a quarterly basis which is for known
and of repetitive nature. The transaction entered into pursuant to the
omnibus approval so granted are audited and statement giving details of
all the related party transactions is placed before the Audit Committee
and Board of Directors for their approval on quarterly basis.
As per clause (h) of Sub-Section (3) of Section 134 of Companies Act,
2013 and Rule 8(2) of Companies (Accounts) Rule 2014, the details
forming transaction of all the related party transaction in form AOC -
2 is annexed as "Annexure.B."
The policy on Related Party Transactions, as approved by the Board, is
uploaded on the website of the Company.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility (CSR) are not applicable to the Company
as the Company has posted losses and is still registered under BIFR.
Vigil Mechanism/ Whistle Blower Policy:
Your Company has adopted and disseminated its Whistle-Blower Policy to
provide a secure environment and encourage employees to report
unethical, unlawful or improper practices, acts or activities and to
prohibit any adverse personnel action against those who report such
practices in good faith.
The Whistle-Blower Policy is disclosed on the website of the Company
under the heading Whistle Blower Policy to deal with the instance of
fraud and mismanagement, if any.
Statutory Auditors:
M/s. Vinay Gudi & Associates, Chartered Accountants, (Registration
No.129032W) Auditors of the Company have expressed their unwillingness
to continue as auditors which will be effective from the close of the
ensuing Annual General Meeting. M/s. Sunil Mistry & Company, Chartered
Accountants (Registration No.123435W) have conveyed that, if appointed,
they would be eligible to act as Auditors of the Company. They have
confirmed their eligibility under Section 141 of the Companies Act,
2013 and Rules framed thereunder, for appointment as Statutory Auditors
of the Company.
Your Directors on recommendation of the Audit Committee, seek approval
of the Shareholders, for appointment of, M/s. M/s. Sunil Mistry &
Company, (Registration No.123435W) Chartered Accountants, as the
Statutory Auditors of the Company, from the conclusion of the
forthcoming Annual General Meeting till the conclusion of the
twenty-seventh Annual General Meeting of the Company, on such
remuneration as shall be fixed by the Board of Directors, as set out in
the resolution included in Notice convening the Annual General Meeting
of the Company.
Secretarial Auditors-
In accordance with Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s. V. N. Deadhar & Co.Company
Secretaries, to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is set out in the "Annexure C" to this report.
Comments on auditors' report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. Vinay Gudi & Associates, Statutory Auditors,
in their Auditor's Report. M/s. V.N Deodhar & Co., Company Secretaries
havequalified their Secretarial Audit Report for non-compliance in
regards to appointment of Company Secretary. In this regard the Company
would like to state that the Company is under the BIFR. It is searching
for the right candidate and is hopeful of appointing a Company
Secretary in the near future.
The Auditors have not reported any incident of fraud to the Audit
Committee of the Company in the year under review.
Extract of Annual Return
The details forming part of extract of Annual Return in form MGT - 9 is
annexed herewith as "Annexure..D"
Management Discussion & Analysis Report and Report on Corporate
Governance
a) As per Clause 49 of the Listing Agreement with the Bombay Stock
Exchange Limited, Corporate Governance Report and Management Discussion
and Analysis Report are annexed and form part of the Directors' report.
(Annexure G & H respectively)
Acknowledgements:
Your Directors wish to place on record their sincere appreciation for
the continuous support and co-operation received from customers,
dealers, suppliers, financial institutions and others in successfully
conducting the company's business operations. Your Directors also wish
to place on record their deep sense of appreciation for the commitment
and dedicated service of the company's employees. Your Directors also
acknowledge with gratitude the encouragement and support extended by
our valued shareholders.
On behalf of the Board of Directors,
R.S. ARORA
Chairman
Place: Mumbai
Date : 30th July, 2015
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