To the Members of the Company
Your Directors have pleasure in presenting the 26th Annual Report on thebusiness and operations of your Company with Audited Accounts for the year ended 31stMarch 2015. The financial results of the Company are summarized below:
FINANCIAL HIGHLIGHTS AND OPERATIONS:
|Particulars ||31st March 2015 ||31st March 2014 |
|Profit /Loss (before interest depreciation and tax) ||4418659.00 ||(981812.00) |
|Less: Interest ||591632.00 ||7904.00 |
|Depreciation ||2323151.00 ||1870613.00 |
|Profit /Loss before Tax ||1503876.00 ||(2860329.00) |
|Less: Loss on obsolence/damage to Plant/assets ||2057218.00 ||Nil |
|Less: Provision for Taxation ||Nil ||Nil |
|Add: Deferred Tax Benefit ||Nil ||155988.00 |
|Profit /Loss After Tax ||(553342.00) ||(2704341.00) |
The financial performance of the Company was satisfactory and operation remainedconfined mainly to job work. The Company continues to focus on its initiatives to improveprofitability through productivity improvement and cost optimization.
Your Directors do not recommend payment of any dividend during financial the year.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVENRANCE;
As required under Clause 49 of the Listing Agreement Reports on Management Discussionand Analysis and Corporate Governance together with the Certificate of Auditors onCorporate Governance are provided separately in the Annual Report and forms part ofDirectors' Report.
Mrs. Zaver S Bhanushali (having DIN 00663374) has been re-appointed as ManagingDirector for a further period of 5 years w.e.f. 1st August 2015 by the Board of Directorssubject to approval of the shareholders. The Company has received the notices undersection 160 of the Companies Act 2013 along with deposit of requisite amount from theshareholders proposing the candidature of Mrs. Zaver S Bhanushali for the office of theManaging Director of the Company.
Mr. Siddharth S. Bhanushali (having DIN 01721586) Director of the Company has beenappointed as a whole-time Director for a period of five years effective from 01st April2015 by the Board of Directors subject to approval of the shareholders. The Company hasreceived the notices under section 160 of the Companies Act 2013 along with deposit ofrequisite amount from the shareholders proposing the candidature of Mr. Siddharth S.Bhanushali for the office of the Managing Director of the Company.
In accordance with the provisions of Section 149 and other applicable provisions of theCompanies Act 2013 and clause 49 of the Listing Agreement your Company is seekingappointment of Mr. Vikram P. Adagale Mr. Rajesh P Mange and Mr. Vasant L Mange asIndependent Directors to hold office for Four consecutive years i.e. for a term up to theconclusion of 30th Annual General Meeting of the Company to be held in thecalendar year 2019. Details relating to their appointment are mentioned in the Statementannexed to the Notice under Section 102 of the Companies Act 2013.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchange.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibilities Statement it is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the Company for that period;
(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) that the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a 'going concern' basis.
(v) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(i) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable
laws and such systems are adequate and operating effectively.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year and the intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013. The dates onwhich the meetings were held are given in the Corporate Governance Report.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.caprolactam.in
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.
Pursuant to the provisions of the Companies Act 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 Appointment &Remuneration Committees.
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of the report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board and tothe Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Company does not have any subsidiary / associate company.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation/comment made in the Auditors' Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard to nonfiling of some forms were mainly due to ambiguity and uncertainty of the applicability ofthe same for the relevant period. However the company would ensure in future that all theprovisions are complied to the fullest extent. Further the Company is in process ofappointing suitable candidate for the key position of Whole time Company Secretary interms of Section 203 of the Companies Act 2013 and rules made thereunder.
In accordance with provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 it is proposed toappoint M/s. L J Kothari & Co. Chartered Accountants Mumbai (FRN 105313W) asStatutory Auditors of the Company for a period of 5 continuous years i.e. till theconclusion of 31st Annual General Meeting of the Company.
M/s. L J Kothari & Co. has informed the Company that their appointment if madewould be within the limits prescribed under section 141 of the Companies Act 2013. M/s. LJ Kothari & Co. has also confirmed that they have subjected themselves to the peerreview process of Institute of Chartered Accountants of India (ICAI) and hold validcertificate issued by the Peer Review Board of the ICAI.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. Nitesh Jain & Co. Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as "AnnexureB"
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The related information is provided in "Annexure C" which is attached tothis report.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Reporting under the sexual harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013 is not required as the Company has not employed any women atwork place.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
|Place: Mahad ||For and behalf of the Board of Directors |
|Dated: 30.04.2015 || || |
| ||Sd/- ||Sd/- |
| ||Zaver Bhanushali ||Siddharth Bhanushali |
| ||Managing Director ||Whole-time Director |