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Axel Polymers Ltd.

BSE: 513642 Sector: Industrials
NSE: N.A. ISIN Code: INE197C01012
BSE LIVE 13:55 | 02 Dec 10.50 0.20
(1.94%)
OPEN

9.80

HIGH

10.60

LOW

9.80

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.80
PREVIOUS CLOSE 10.30
VOLUME 1394
52-Week high 11.30
52-Week low 3.41
P/E 8.27
Mkt Cap.(Rs cr) 4.52
Buy Price 10.50
Buy Qty 26.00
Sell Price 10.80
Sell Qty 321.00
OPEN 9.80
CLOSE 10.30
VOLUME 1394
52-Week high 11.30
52-Week low 3.41
P/E 8.27
Mkt Cap.(Rs cr) 4.52
Buy Price 10.50
Buy Qty 26.00
Sell Price 10.80
Sell Qty 321.00

Axel Polymers Ltd. (AXELPOLYMERS) - Director Report

Company director report

Dear Shareholder

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Financial Statements of your Company for the financial year ended31stMarch2015.

FINANCIALS Rupees
PARTICULARS 2014-15 2013-14
PROFIT/ (LOSS) BEFORE DEPRECIATION TAX 6066483 -13290935
(Less): Depreciation 4818792 4542629
PROFIT/(LOSS) BEFORE TAX 1247691 -17833564
TAX EXPENSES:
(Less) : Deferred Tax 0 0
NET PROFIT/(LOSS) BEFORE EXCEPTIONAL ITEMS 1247691 -17833564
Add/ (Less) Exceptional items 0 0
NET PROFIT/ (LOSS) FOR THE YEAR 1247691 -17833564
Add/ (Less): Balance Brought Forward -35584292 -17750729
Add/ (Less):TransitionalAdjustment on Depreciation 2593112 0
BALANCE CARRIED TO BALANCE SHEET 36929.713 35584292

The Company has posted a Net profit of Rs. 1247691 during the year under review asagainst a Net Loss of Rs 17833564. The Net Sales of the Company for the year underreview is Rs. 1623.12 lacs as against Rs. 558.55 lacs inthe previous year; an increase of290%.

As per the revised provisions of Schedule III of the CompaniesAct 2013 an Amount of Rs.2593112 has been adjusted under transitional depreciation and thus the Net Worth islower 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 recommenddividend.

SHARE CAPITAL

The paid up equity capital as on March 31 2015 was Rs. 430.00 lacs consisting of4300000 Equity Shares of Rs.10/- each. During the year under review the Companyhas notissued any Bonus Shares Equity Shares nor any Right Shares with differential votingrights etc. neither granted any stockoptions or sweat equity.

INFORMATION ABOUT SUBSIDIARY /JV/ ASSOCIATE COMPANY

The Company does not have anySubsidiaryJoint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTIONFUND

Since there was no unpaid/unclaimed Dividend the Company was not required to transferany amount to Investor Education & Protection Fund during the year under review.Hencethe provisions of Section 125 ofthe CompaniesAct 2013 do notapply.

MATERIALCHANGESAND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate andthe date ofthis report

EXTRACT OFANNUAL RETURN

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

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-155 meetings of the Board of Directors oftheCompanywere held on31.05.201404.08.201427.09.201413.11.2014 &04.02.2015.

DIRECTORS'RESPONSIBILITY STATEMENT

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

a In the preparation of the annual accounts the applicable accounting standardshadbeenfollowedalong withproper explanation relating to material departures;

b The directors had selected such accounting policies andapplied them consistently andmadejudgments andestimates that are reasonableand prudent soastogivea true and fair viewof the state of affairs of the company at the end of the financial year andofthe profitand loss ofthe Company for that period;

c The directors hadtaken proper and sufficient carefor the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d The directors hadprepared the annualaccountsonagoing concern basis;and

e The directors had laid down internal financial controls to be followed by the companyandthat such internal financial controls are adequate andwereoperating effectively.

f  The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS & REPORT THEREON

M/S SHAH & BHANDARI Chartered Accountants Vadodara were appointed as StatutoryAuditors to hold office upto the conclusion of 23rdAnnual general Meeting by the Membersof the Company at their Annual General Meeting held on 27thSeptember 2014. The Companyhas received requisite certificate and consent from them. You are requested to ratifytheir appointment.

There are no qualifications or adverse remarks in the Auditors' Report. The Notes onfinancialstatementsareself-explanatory andneeds no further explanation.

Further theAuditors' Report for the financial year ended 31st March 2015 is annexedherewith for yourkindperusal andinformation.

LOANS GUARANTEESANDINVESTMENTS

The companyhas not given any guarantees or securities covered under the provisions ofsection 186oftheCompanies Act2013('theAct').

However the aggregate of loans and advances granted as also investmentsare within thelimitsofSection 186oftheAct.

RELATEDPARTYTRANSACTIONS

All related partytransactions that wereentered into duringthe financial yearwere onanarm's length basis andwere in the ordinary course of business. Thereare no materiallysignificant related party transactions made by the Companywhich may have potentialconflict with the Interest of the Company. Particulars of contracts/arrangement withrelated parties inthe FormAOC-2 pursuant to Section 188(1) oftheAct areenclosedasperAnnexure-2.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

(A) During the year your Directors have focused their approach on the efficiency inConsumption ofPower.

The particulars prescribed under the Companies (Disclosure of particulars in the Reportof Boardof Directors) Rules 1988areasunder:

Power& Fuel Consumption - Electricity

2014-2015 2013-2014
Purchased Quantity units 719580 283371
Amount Rs. 5528807 2165899
Rate/unit Rs. 7.68 7.64
Production Quantity. M.T 2739.832 607.651
TotalPowerCost Rs. 5526631 2165899
Power Costper Kg. of Production Rs. 1.91 3.56

The Powercost per kg of Production has decreased fromRs. 3.56 to 1.91 per kg due toincreased production. This isafterincreased rateof power aswell asduty.

(B) Foreign exchangeearnings andoutgo

Therewere noForeign Exchange earnings oroutgo duringtheyearunder review.

RISK MANAGEMENT

Polymer Industry has a certain specific set of risk characteristics which needs to becarefully evaluated and mitigated. In order to effectively manage the same the

Company has evolved proactive Risk Management System which is adhered to. The riskmanagement covers the entire process from capital investment competitors' activities newentrants etc. Continual reforms and emphasis on technological developments shall reducethe exposure to risk.

DIRECTORS &KMP

The following changes have occurred in the constitution of the Board of Directors ofthe company:

No Name Designation Date of Appointment Date of Cessation Mode of Cessation
1. Mr. B.B.Patel (DIN:02422171) Director Independent 31.12.2005 29.05.2015 Resignation

Mr. B.B.Patel has resigned from the Directorship of the Company w.e.f. 29.05.2015. YourDirectors haveplaced on record appreciation for valuable services rendered byMr.B.B.Patel.

DEPOSITS

The companyhas not acceptedany depositsduring theyear.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the criteria of Section 135 of CompaniesAct 2013 readwith the Companies(CorporateSocial Responsibility Policy) Rules 2014and hencethe Companyis not required to constitute CorporateSocialResponsibility Committee.

MEDIAN EMPLOYEE DETAILS:

The information required pursuant to Section 197(12) of the CompaniesAct 2013 readwith Rule 5(1). of the Companies (Appointment and Remuneration of Managerial Personnel)Rules2014will bemadeavailable to any memberon request.

ANNUAL EVALUATION

Pursuant to the provisions of the CompaniesAct 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination /Appointment &Remuneration Committees.

CORPORATE GOVERNANCE

I n view of paid up Equity Capital and Net Worth of the Company is lesser than Rs. 10Crores and Rs. 25 Crores respectively Clause 49 of the Listing Agreement is notmandatorily applicable in terms of circular no. CIR/CFD/POLICYCELL/7/2014 dtd 15.09.2014and accordingly Corporate Governance Report is not included intheAnnual Report.

INDEPENDENT DIRECTORS & DECLARATION

Mr. Prashant Walvekar continues as Independent Director of the company as per Section149(10) of the CompaniesAct 2013 fora further term of one year on the Board of theCompany.

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed bythe Company have given the declaration and they meet thecriteriaof independenceasprovided undersection 149(6)ofthe CompaniesAct 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee the Company has constituted Nomination & RemunerationCommittee which deals with issues relating to appointment of Directors payment ofManagerial remuneration Directors qualifications positive attributes independence ofDirectors and other related mattersas provided under Section 178(3) of the CompaniesAct2013.

Name ofthe Director Position held inthe Committee Category of the Director
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 Directorsare paidannual remuneration as under:

Mr.A.B.Bodhanwala Managing Director Rs. 1325000
Mr. B.K.Bodhanwala Whole time Director Rs. 420000
Mr. G.S.Thanky Whole time Director Rs. 1200000

Remunerationto NonExecutive Directors:

The NonExecutive Directors are not paid any remuneration.

AUDITCOMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of 3 Members. The board has accepted the recommendations of the Audit Committee.Thetablesetsout thecomposition ofthe Committee:

Name ofthe Director Position held inthe Committee Category of the Director
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 dealswithall Transfers transmissions etc. as requiredfrom time to time and all matterspertaining to Investors' complaints. When the Shares are lodged for transfer in excess of10000 shares the Company may send the same for confirmation of the transferor and onlyafter the Companyisfully satisfied the same aretransferred.

The Committee reviews the performance of the Registrars and Transfer Agents (RTA) andtheir system of dealing with the investors. There were no complaints pending for disposalas at 31.03.2015.

SECRETARIALAUDIT REPORT

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequireanyclarification/ 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 annexedherewith for your kind perusal and information. (Annexure:4)

COSTAUDIT

There is no requirement for Cost Audit as the Company does not fulfill the criteria forthe same.

VIGIL MECHANISM

As per Section 177(9) and (10) of the CompaniesAct 2013 and as per the Clause 49 ofthe Listing Agreement the company has been engaged in formulation of Vigil Mechanism fordirectors and employees to report genuine concerns and made provisions for direct accessto the chairperson oftheAudit Committee.

SHARES

The Company has neither issued nor allotted anyshares during the year under review.

ORDER OF COURT

No orders were passed during the course of Financial Year 2014-15 in respect of anyCompany's matter.

INTERNAL CONTROL SYSTEMANDTHEIR EFFICACY

The Company has by and large adequate internal control procedures commensurate with thesize of the Company and nature of business especially with regard to purchase ofinventory fixedassets andfor saleof goods.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Net Profit of the Company during the financial year is Rs. 12.47 lacs.

PREVENTION OF INSIDERTRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant tonew SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition& Insider Trading ) Regulation 1992 with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow' is closed. The Board is responsible for implementation of the Code. All Directorsand 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 theMembers of the Boardand all employees inthe courseof day to day business operations of thecompany. The code laid down by the Board is known as "Code of BusinessConduct"whichformsanAppendix tothe Code.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices and indealing with stakeholders. All the Board Members and the Senior Management personnelhaveconfirmed compliance with the Code.All Management have beengiven appropriatetraininginthis regard.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In view of paid up Equity Capital and Net Worth of the Company is lesser than Rs. 10Crores and Rs. 25 Crores respectively Clause 49 of the Listing Agreement is notmandatorily applicable in terms of circular no. CIR/CFD/POLICYCELL/7/2014 dtd 15.09.2014and accordingly Management Discussion &Analysis Report is not included intheAnnualReport.

ACKNOWLEDGEMENT

The Company would like to thank all of its Stakeholders including inter aliaSuppliers Vendors Investors and Bankers and appreciation to all its customers for theirconsistent abiding supportthroughout theyear.

Your Company also records its appreciation of the contributions made by employees atall levels. Their commitment cooperation and support are indeed the backbone of allendeavors of the Company.

The Company would like to acknowledge Government of India Customs and ExciseDepartments Income TaxDepartment Industrial & Labour Departments Government ofGujarat and other government agencies for the support; the Company has been receivingover the years and is looking forward to their continued support/guidance in times tocome.

FOR AND ON BEHALF OF THE BOARD
Date: 30.05.2015 B.K.Bodhanwala
Place: Mokshi Chairman

FormNo.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act2013 including certain arms lengthtransactions under third proviso thereto.

1 Details of contracts or arrangements or transactions not at arm's length basis. NA
(a) Name(s) of the related party and nature of relationship NA
(b) Nature of contracts/arrangements/transactions NA
(c) Duration of the contracts / arrangements / transaction s NA
(d) Salient terms of the contracts or arrangements or transactions including the value if any NA
(e) Justification for entering into such contracts or arrangements or transactions NA
(f) Date(s) of approval by the Board NA
(g) Amount paid as advances if any: NA
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NA
2 Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship Dhara Petrochemicals Pvt. Ltd.
(b) Nature of contracts/arrangements/ transactions Manufacturing Purchases & Sales
(c) Duration of the contracts / arrangements / transaction s 3 Years
(d) Salient terms of the contracts or arrangements or transactions including the value if any: The Terms are mainly to Buy Sell or Manufacture Compounds of Engineering Polymers in domestic as well as Export Market. Period 3 years. Security Deposit of is Rs. 350.00 lacs to be placed
(e) Date(s) of approval by the Board if any: 01.04.2013
(f) Amount paid as advances if any: NIL

 

FOR AND ON BEHALF OF THE BOARD
Date: 30.05.2015 B.K.Bodhanwala
Place: Mokshi Chairman

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