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CIL Nova Petrochemicals Ltd.

BSE: 533407 Sector: Industrials
NSE: CNOVAPETRO ISIN Code: INE672K01025
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OPEN 23.75
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VOLUME 150
52-Week high 36.30
52-Week low 14.58
P/E 8.61
Mkt Cap.(Rs cr) 64.36
Buy Price 23.75
Buy Qty 5.00
Sell Price 26.00
Sell Qty 125.00
OPEN 23.75
CLOSE 24.80
VOLUME 150
52-Week high 36.30
52-Week low 14.58
P/E 8.61
Mkt Cap.(Rs cr) 64.36
Buy Price 23.75
Buy Qty 5.00
Sell Price 26.00
Sell Qty 125.00

CIL Nova Petrochemicals Ltd. (CNOVAPETRO) - Director Report

Company director report

To

The Members

CIL Nova Petrochemicals Limited

Your Directors are pleased to present their 11th Annual Report together withthe Audited Financial Statements for the period ended 31st March 2015.

FINANCIAL PERFORMANCE

The financial performance of the Company for the period ended is summarized below:

(Rsin crores )

Particulars 2014-15 2013-14
Sales & Services 243.01 316.97
Other Income 0.50 1.01
Total Income 243.52 317.98
Total Expenses 238.44 314.11
Profit/(Loss) Before Tax 5.08 3.87
Less : Tax Expense
Current Tax 1.07 0.79
Deferred Tax 0.00 0.00
Short Provision of Income Tax of Earlier Years 0.00 0.17
Profit/(Loss) After Tax 4.02 2.90

PERFORMANCE HIGHLIGHTS

During the year under review net turnover decreased from Rs 316.97 crore to Rs 243.01crore . The profit before tax was at Rs 5.08 crore as against previous year profit beforetax of Rs 3.87 crore . The profit after tax was at Rs 4.02 crore as against a profit of Rs2.90 crore over the previous year. The increase in profit is due to reduction ininternational crude price and reduction in financial charges and depreciation.

TRANSFER TO RESERVES

The Company proposes to transfer Rs4 crores to the Preference Share Redemption Reserveout of the amount available for appropriation.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31stMarch15 considering the current position of the Company.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act2013 read with rules made thereunder.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company has fulfill its obligation that had been arise due todemerger of Nova Petrochemicals Limited by transferring its portion of Unclaimed andUnpaid Dividend of Rs 338715 which was originally declared by GSL Nova PetrochemicalsLimited (Formerly known as Nova Petrochemicals Limited) into Investor Education andProtection Fund.

REDEMPTION OF PREFERENCE SHARES

The Board of Directors at their meeting held on 14th August2015 approvedthe redemption of preference shares. Pursuant to the terms of issue such shares areredeemable after the expiry of 5 years at the option of the Company from the date of issueand maximum tenure of preference shares were of 10 years from the date of the issue andperiod of 5 years has completed and therefore the board has decided to redeemed suchshares.

Directors retiring by rotation

In accordance with the provisions of the section 152 Companies Act2013 and CompaniesArticles of Association Mr. Vedprakash Chiripal (DIN 00290454 ) retires by rotation andbeing eligible offer himself for re-appointment at the ensuing Annual General Meeting ofthe Company. Necessary resolution for their re-appointment is placed before theshareholders for approval. Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in thenotice of the Annual General Meeting of the Company.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Section 149(6) ofCompanies Act 2013 read with Rules made thereunder as well as Clause 49 of the ListingAgreement.

Company’s Policy on appointment and remuneration of Directors

Appointment of Independent Directors

Pursuant to the provisions of section 149 of the Act which came into effect from 1stApril2014 Mr. Ambalal Patel Mr. Rajendraprasad Shah Mr. Murli Goyal and Ms. RenuSiddhu were appointed as Independent Directors at the annual general Meeting of thecompany held on 20th September2014.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant expertise andexperience in the fields of manufacturing marketing finance taxation law governanceand general management so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors

The Nomination and Remuneration Committee shall identify persons of integrity whopossess relevant expertise and experience leadership qualities required for the positionand shall take into consideration recommendation if any received from any member of theBoard.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board. Theexercise of performance evaluation was carried out covering various aspects of Boardfunctioning such as Composition of the Board and its Committees Board Culture performance of special duties governance & compliance issues attendance contribution at meetings. The performance evaluation of the Independent Directors was alsocarried out. The performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

Key Managerial Personnel

During the year under review Mr. Pradip Khandelwal - Chief Executive Officer Mr.Satish Bhatt - Chief Financial Officer and Mr. Romin Shah -Company Secretary weredesignated as Key Managerial Personnel pursuant to the requirements of the applicableprovisions of Companies Act 2013 read with rules made thereunder.

VIGIL MECHANISM

The Company has formulated a vigil mechanism (whistle blower policy) for its directorsand employees for reporting genuine concerns about unethical practices and suspected oractual fraud or violation of the Company’s code of conduct as prescribed under theCompanies Act 2013 and Clause 49 of the Listing Agreement. The purpose of this mechanismis to provide platform to all directors employees business associates stakeholders tocome forward and express their concerns about unethical behavior suspected fraudviolation of Code of Conduct without any fear of unfair treatment with them.

RISK MANAGEMENT

The Board of the Company has formed Risk Management Committee which have been entrustedwith the responsibility to assist the Board in following matters such as Overseeing andapproving the Company’s enterprise wide risk management framework . Overseeing thatall the risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified assessed and necessary measures being taken to mitigate such risks.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. Thus disclosure in form AOC-2 is attached as Annexure-C. During the yearthe Company had not entered into any contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions. All Related Party Transaction are placed beforethe Audit Committee and also to the Board for approval. Omnibus approval was obtained on aquarterly basis for transactions which are in repetitive nature.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and Management Discussion and Analysis Reporttogether with a certificate from Company’s Auditors confirming compliance of thecondition of Corporate Governance as stipulated in Clause 49 of the Listing Agreementforms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Company has not constituted Corporate SocialResponsibility Committee as the said provisions were not applicable to the Company for theyear ended 31st March2015.

LOANS GUARANTEES SECURITIES OR INVESTMENTS

There were no loans guarantees given investments made or security provided by theCompany to any other entity falling within the purview of section 186 of the CompaniesAct 2013.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of your Company are set out in theCorporate Governance Report which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders passed by the Regulators / Courts/Tribunalwhich would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed to this report as Annexure - A.

INTERNAL CONTROL SYSTEM

The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis Report which forms part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that :

(a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed and there are no materialdepartures from the same.

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2015 and of the profitand loss of the Company for the financial year ended 31st March 2015.

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(d) the annual accounts have been prepared on a ‘going concern’ basis.

(e) the Directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT

M/s. J.T Shah & Co Chartered Accountants Ahmedabad who are Statutory Auditors ofthe Company hold office up to the forthcoming Annual General Meeting and are recommendedfor re-appointment to audit the accounts of the Company for the financial year 2015-16. Asrequired under the provision of the Companies Act2013 the Company has obtained writtenconfirmation from M/s. J.T Shah & Co that their appointment if made will be inconformity with the limits specified in the said section.

There are no qualifications reservations or adverse remarks or disclaimers made bythe M/s. J.T Shah & Co Statutory Auditors in their report. Observations made in theAuditor’s Report are self-explanatory and therefore do not call for any furthercomments under Section 134(1)(f) of the Companies Act 2013.

COST AUDITORS

As per the requirement of section 148 of the Companies Act2013 read with the Companies(Cost Records and Audit) Rules2014 as amended from time to time the Board of Directors onrecommendation of the Audit Committee has appointed M/s. Kiran J. Mehta & CoCost Accountants as Cost auditor to audit the cost accounts of the Company for thefinancial year 2015-16.

SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhad appointed Mr. Jatin Kapadia Practicing Company Secretary to conduct the SecretarialAudit for the year ended 31st March2015. The Secretarial Audit Report isannexed herewith and forms part of this Report as Annexure - B. The Secretarial AuditReport does not contain any qualification reservation or adverse remarks.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the statement showing names and other particulars of employees who is in receipt ofthe remuneration prescribed under the said rules is required to be attached to boardreport. However during the year under review there were no employees who is in receipt ofthe remuneration prescribed under the said rules. Your Directors therefore do not attachany statement regarding this.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to this reportas Annexure -D.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support andco-operation received from its shareowners bankers regulatory authorities customers andbusiness associates. Your Directors recognize and appreciate the sincere hard workloyalty dedicated efforts and contribution of all the employees that ensured sustainedperformance in a challenging business environment.

By order of Board of Directors
Date : 14th August 2015 Jyotiprasad Chiripal
Place : Ahmedabad Chairman

Annexure - A to Director’s Report

Form No. MGT – 9

Extract of Annual Return

as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS

1. CIN L17111GJ2003PLC043354
2. Registration Date 17th December2003
3. Name of the Company CIL NOVA PETROCHEMICALS LIMITED
4. Category / Sub-category of the Company Public Company Limited by shares
5. Address of the Registered Office and Contact Details Survey No. 396(P) 395/4(P) Moraiya Village Sarkhej- Bavla Highway
Tal. Sanand Ahmedabad – 382210.
Email: investorgrievances.cilnova@chiripalgroup.com
Website : www.cnpcl.com
Tel :- 91-9825800060 Fax:- 91-2717-250556251612
6. Whether listed Company (Yes/No) Yes
7. Name Address and Contact Details of Registrar LINK INTIME INDIA PRIVATE LIMITED
and Transfer Agent if any Unit No. 303 3rd Floor Shoppers Plaza-VOpp. Municipal Market B/h.
Shoppers Plaza – II Off. C.G Road Navrangpura Ahmedabad -380009
E-mail: ahmedabad@linkintime.co.in.
Website: www.linkintime.co.in
Tel No :- 079-26465179Fax No :- 079-26465179

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of Main Products/Services NIC Code of the Products/Services % of total turnover of the Company
1. Preparation and Spining of Man-made fibre including blended* man-made fibres and others 13114 97.76

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding / Subsidiary / Associates % of Shares held

Applicable Section

N.A

IV. Shareholding pattern (Equity Share Capital Breakup as % of total Equity) i.Category wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year
(As on 1st April2014) (As on 31st March2015)
Demat Physical Total % of total shares Demat Physical Total % of total shares % change during the year
A. Promoters
(1) Indian
a) Individual / HUF 5857229 0 5857229 43.23 3107229 0 3107229 22.93 (46.95)
b) Cent. Govt. 0 0 0 0 0 0 0 0 0
c) State Govt. 0 0 0 0 0 0 0 0 0
d) Bodies Corporate 2800407 0 2800407 20.66 6113839 0 6113839 45.12 118.32
e) Banks / FI 0 0 0 0 0 0 0 0 0
f) Any other 0 0 0 0 0 0 0 0 0
Sub-total (A) (1) 8657636 0 8657636 63.89 9221068 0 9221068 68.05 6.51
(2) Foreign
a) NRIs – Individuals 0 0 0 0 0 0 0 0 0
b) Other –Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corporate 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any other 0 0 0 0 0 0 0 0 0
Sub-total (A) (2) 0 0 0 0 0 0 0 0 0
Total share-holding of Promoter 8657636 0 8657636 63.89 9221068 0 9221068 68.05 6.51
(A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks / FI 300 0 300 0 300 300 0 0
c) Cent. Govt. 0 0 0 0 0 0 0 0 0
d) State Govt. 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIS 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
i) Others Specify 0 0 0 0 0 0 0 0 0
Sub-total (B) (1) 300 0 300 0 300 0 300 0 0.00
(2) Non- Institutions
a) Bodies Corporate 3351000 1893 3352893 24.74 2776963 1893 2778856 20.51 (17.12)
b) Individuals 0 0 0 0 0 0 0 0 0
i) Individual shareholders holding nominal share capital upto Rs1 Lac 670210 283261 953471 7.04 679780 278811 958591 7.07 0.54
ii) Individual shareholders holding nominal share capital in excess of Rs1 Lac 273049 0 273049 2.02 223338 0 223338 1.65 (18.21)
c) Others Specify
i) Clearing Member 12015 0 12015 0.09 12939 0 12939 0.10 7.69
ii) Non Resident Indians 97136 198500 295636 2.18 153108 197800 350908 2.59 18.70
iii) Foreign Nationals 0 0 0 0 0 0 0 0
iv) Overseas Corporate Body 2500 0 2500 0.02 2500 0 2500 0.02 0.00
v) Trust 2500 0 2500 0.02 1500 0 1500 0.01 (40.00)
Sub-total (B) (2) 4408410 483654 4892064 36.10 3850128 478504 4328632 31.95 (11.52)
Total Public Shareholding 4408710 483654 4892364 36.11 3850428 478504 4328932 31.95 (11.52)
(B)= (B)(1) +(B)(2)
C. Shares held by Custodian for GDRs and ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 13066346 483654 13550000 100 13071496 478504 13550000 100 (5.01)

ii. Shareholding of Promoters

Sr. No. Shareholder’s Name

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change in share -holding during the year

( As on 1st April2014 )

( As on 31st March2015 )

No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares
1 Chiripal Exim LLP 2750000 20.30 0.00 2750000 20.30 0.00 0.00
2 Chiripal Industries Ltd 1504000 11.10 0.00 1504000 11.10 0.00 0.00
3 Nandan Exim Ltd 64000 0.47 0.00 64000 0.47 0.00 0.00
4 Vedprakash D. Chiripal 727469 5.37 0.64 727469 5.37 0.64 0.00
5 Shanti Exports Pvt. Ltd 626808 4.63 1.66 224808 1.66 1.66 (64.13)
6 Brijmohan D. Chiripal 614560 4.54 0.06 614560 4.54 0.06 0.00
7 Manjudevi J. Agarwal 500200 3.69 0.00 500200 3.69 0.00 0.00
8 Savitridevi V Chiripal 500200 3.69 0.00 500200 3.69 0.00 0.00
9 Vishal V Chiripal 500200 3.69 0.00 500200 3.69 0.00 0.00
10 Urmiladevi J Agarwal 250200 1.85 0.00 250200 1.85 0.00 0.00
11 Shanti Educational Initiatives Ltd 47850 0.35 0.13 47850 0.35 0.13 0.00
12 Priti Processors Pvt Ltd 10000 0.07 0.07 10000 0.07 0.07 0.00
13 Jay Prakash D Chiripal 6450 0.05 0.00 6450 0.05 0.00 0.00
14 Jyotiprasad D Chiripal 6250 0.04 0.00 6250 0.04 0.00 0.00
15 Vedprakash D Chiripal (HUF) 200 0.00 0.00 200 0.00 0.00 0.00
16 Deepak J Agarwal 200 0.00 0.00 200 0.00 0.00 0.00
17 Nishi Agarwal 100 0.00 0.00 100 0.00 0.00 0.00
18 Pritidevi B Chiripal 200 0.00 0.00 200 0.00 0.00 0.00
19 Ronak B Agarwal 200 0.00 0.00 200 0.00 0.00 0.00
20 Ruchi B Agarwal 200 0.00 0.00 200 0.00 0.00 0.00
21 Brijmohan D Chiripal (HUF) 200 0.00 0.00 200 0.00 0.00 0.00
22 Aayushi J Agarwal 200 0.00 0.00 200 0.00 0.00 0.00
23 Vansh J Chiripal 200 0.00 0.00 200 0.00 0.00 0.00
24 Devkinandan Corporation LLP 547749 4.04 0.00 1513181 11.17 0.00 176.25
Total 13550000 63.89 2.57 13550000 68.05 2.57 6.51

iii. Change in Promoters’ Shareholding (Please specify if there is no change)

Sr. No. Name of Shareholder Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Devkinandan Corporation LLP - - 547749 4.04 547749 4.04
10.11.2014 Purchase 21400 0.16 569149 4.20
01.12.2014 Purchase 25000 0.18 594149 4.38
02.12.2014 Purchase 25000 0.18 619149 4.57
26.12.2014 Purchase 25000 0.18 644149 4.75
29.12.2014 Purchase 25000 0.18 669149 4.94
30.12.2014 Purchase 25000 0.18 694149 5.12
31.12.2014 Purchase 25000 0.18 719149 5.31
02.01.2015 Purchase 25000 0.18 744149 5.49
05.01.2015 Purchase 25000 0.18 769149 5.68
06.01.2015 Purchase 29995 0.22 799144 5.90
07.01.2015 Purchase 22100 0.16 821244 6.06
08.01.2015 Purchase 30000 0.22 851244 6.28
09.01.2015 Purchase 14382 0.11 865626 6.39
13.01.2015 Purchase 247555 1.83 1113181 8.22
At the end of the year 27.02.2015 Purchase 400000 2.95 1513181 11.17
2 Shanti Exports Pvt Ltd - - 626808 4.63 626808 4.63
At the end of the year 27.02.2015 Sale 402000 2.97 224808 1.66

iv. Shareholding Pattern of top ten shareholders (other than Directors Promoters andHolders of GDRs and ARDs):

Sr. No. Shareholder’s Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company Date Reason Increse/ Decrease No. of shares % of total shares of the company
1 Gupta Silk Mills Pvt Ltd 663700 4.90 - - - 663700 4.90
2 Millennium Infosoft Pvt Ltd 449500 3.32 - - 449500 3.32
3 Gupta Synthetics Ltd 350500 2.59 - - - 350500 2.59
4 Rushp Trading LLP 348866 2.57 - - - 348866 2.57
09.05.2014 Sale 500 348366 2.57
16.01.2015 Sale 250000 98366 0.72
5 Rameswar Retailers Pvt Ltd 311089 2.29 - - - 311089 2.29
6 Anjani Vinimay Pvt Ltd

207797

1.53

207797

1.53

08.08.2014

Sale

4900

202897

1.50

15.08.2014

Sale

11100

191797

1.42

22.08.2014

Sale

4600

187197

1.38

29.08.2014

Sale

1200

185997

1.37

14.11.2014

Sale

25000

160997

1.19

05.12.2014

Sale

48011 112986 0.83
19.12.2014 Sale 87986 25000 0.18
13.02.2015 Purchase 15000 40000 0.29
20.02.2015 Purchase 60000 100000 0.74
27.02.2015 Purchase 85000 185000 1.37
13.03.2015 Purchase 15000 200000 1.48
20.03.2015 Purchase 80000 280000 2.07
27.03.2015 Purchase 100000 380000 2.80
7 Quality Exim Pvt Ltd 158431 1.17 - - - 158431 1.17
8 Aviva Industries Limited 103277 0.76 - - - 103277 0.76
9 Ankush Synthetics Ltd 103277 0.76 - - - 103277 0.76
10 Ashmi Financial Consultancy Pvt Ltd 82500 0.61 - - - 82500 0.61
11 Gupta Textile Industries Pvt Ltd - - - - - 73816 0.54

V. Shareholding of Directors and Key Managerial Personnel:

Sr. No. Shareholder’s Name Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of the company Date Increse/ Decrease No. of shares % of total shares of the company
1 Mr. Jyotiprasad Chiripal - Chairman 6250 0.04 - - 6250 0.04
2 Mr. Vedprakash Chiripal – Executive Director 727469 5.37 - - 727469 5.37
3 Mr. Ambalal Patel – Independent Director 350 0.002 - - 350 0.002
4 Mr. Rajendraprasad Shah – Independent Director 0 0 - - 0 0
5 Mr. Murli Goyal - Independent Director

0

0

-

-

0

0

6 Ms. Renu Siddhu – Independent Director 0 0 - - 0 0
7 Mr. Pradip Khandelwal – Chief Executive Officer 0 0 - - 0 0
8 Mr. Satish Bhatt – Chief Financial Officer 0 0 - - 0 0
9 Mr. Romin Shah – Company Secretary 0 0 - - 0 0

V. Indebtedness

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

(Rs In Lacs)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 2870.73 3207.88 0 6078.61
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not paid 9.72 0 0 9.72
Total (i+ii+iii) 2880.45 3207.88 0 6088.33
Change in Indebtedness during the financial year
Addition 0 0 0 0
Reduction 1046.05 1182.88 0 2228.93
Indebtedness at the end of the financial year
i) Principal Amount 1824.68 2025.00 0 3849.68
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not paid 6.79 0 0 6.79
Total (i+ii+iii) 1831.47 2025.00 0 3856.47

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director whole –time Director and / or Manager

( Rs in Lacs )

Name of Directors
Sr. No. Particulars of Remuneration Jyotiprasad Chiripal Vedprakash Chiripal Total Amount
1 Gross salary
(a) Salary as per section 17(1) of IT Act 1961

Nil

Nil

Nil

(b) Value of Perquisites u/s 17(2) of IT Act 1961

Nil

Nil

Nil

2 Stock Option Nil Nil Nil
3 Sweat Equity

Nil

Nil

Nil

4 Commission:-

Nil

Nil

Nil
- as % of profit

Nil

Nil

Nil

- others specify Nil Nil Nil
5 Others specify

Nil

Nil

Nil

TOTAL

Nil

Nil

Nil
Ceiling as per Act

5 % of net profit of the company

10 % of net profit of the company

B. Remuneration to other Directors :

Sr.No. Particulars of Remuneration Ambalal Patel Name of Directors Rajendraprasad Shah

Murli Goyal

Renu Siddhu

Total Amount
1 Independent Directors
- Fee for attending board/Committee Meetings 105000 105000 - - 210000
- Commission - - - - -
- Others please specify - - - - -
TOTAL (1) 105000 105000 - - 210000
2 Other Non-Executive Directors
- Fee for attending board/Committee Meetings - - - - -
- Commission - - - - -
- Others please specify - - - - -
TOTAL (2) - - - - -
TOTAL (1)+(2) 105000 105000 - - 210000
Total Managerial Remuneration
Overall Ceiling as per the Act

1 % of net profit of the Company

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD

(Rs in Lacs)

Sr.No. Particulars of Remuneration Key Managerial Personnel
CEO CFO CS Total Amount
1 Gross salary
(a) Salary as per section 17(1) of IT Act 1961 24.39 6.63 3.69 34.71
(b) Value of Perquisites u/s 17(2) of IT Act 1961

Nil

Nil

Nil

Nil
2 Stock Option

Nil

Nil

Nil

Nil
3 Sweat Equity

Nil

Nil

Nil

Nil
4 Commission:-
- as % of profit

Nil

Nil

Nil

Nil
- others specify

Nil

Nil

Nil

Nil
5 Others specify

Nil

Nil

Nil

Nil
TOTAL 24.39 6.63 3.69 34.71

VII. Penalties / Punishment / Compounding of Offence (Under the Companies Act):

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority (RD / NCLD / Court) Appeal made if any (give details)
A. COMPANY
Penalty - - - - -
Punishment
Compounding
B. DIRECTORS
Penalty - - - - -
Punishment
Compounding
C. OFFICER IN DEFAULT
Penalty - - - - -
Punishment
Compounding

Annexure - B to Director’s Report FORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31STMARCH 2015

(Pursuant to Section 204 (1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CIL NOVA PETROCHEMICALSLIMITED(for brevity purpose hereinafter called the "Company").Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts / statutory compliances and expressing our opinionthereon.

Based on my verification of the Company’s papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by thecompany its officers agents and authorized representatives during the conduct ofsecretarial audit and as per the explanations given to me and the representations made bythe Management I hereby report that in my opinion the Company hasduring the auditperiod covering the financial year ended on 31stMarch 2015 generally compliedwith the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords made available to me and maintained by the Company for the financial year ended on31st March 2015 according to the applicable provisions of:

a) The Companies Act 1956 and the Companies Act 2013 (‘the Act’) and therules made there under as applicable;

b) The Securities Contract (Regulation) Act 1956 (‘SCRA’) and the rules madethere under;

c) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

d) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

iii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

e) Other laws applicable to the Company as per the representations made by theManagement.

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards of The Institute of Company Secretaries of India with respectto board and general meetings are yet to be specified under the Act by the Institute.

b. The Listing Agreements entered into by the Company with BSE Limited and NSE.

During the period under review and as per the explanations and clarifications given tome and the representations made by the Management the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directorsthat took place during the period under review werecarried out in compliance with the provisions of the Act.

I further report that as per the explanations given to me and the representations madeby the Management and relied upon by me there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations andguidelines.

Jatin Kapadia
Date :- 14th August 2015 Practising Company Secretary
Place :- Ahmedabad COP No :- 12043

This Report is to be read with my letter of even date which is annexed as Annexure Aand forms an integral partof this report.

‘Annexure A’

To

The Members

CIL NOVA PETROCHEMICALS LIMITED

My report of even date is to be read along with this letter.

(a) Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit;

(b) I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. I believe that the process and practices I followed provide areasonable basis for my opinion;

(c) I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company;

(d) Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

(e) The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management.

Our examination was limited to the verification of procedure on test basis;

(f) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Jatin Kapadia
Date :- 14th August 2015 Practising Company Secretary
Place :- Ahmedabad COP No :- 12043

Annexure – C to Director’s Report Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arm’s length transactions under third proviso thereto

a) Details of contracts or arrangements or transactions not at arm’s length basis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions date(s) of approval by the Board Amount paid as advances if any: Date on which the special resolution was passed in general meeting as required under first proviso to section 188
Not Applicable

b) Details of contracts or arrangements or transactions at arm’s length basis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any date(s) of approval by the Board Amount paid as advances if any
Chiripal Industries Limited Purchased of Goods Packing Material & Stores - Purchased at Market Price 30.05.2014 -
Chiripal Industries Limited Sale of Assets - Sale of Assets at Market Price 30.05.2014 -
Chiripal Industries Limited Job work - At Market Price 30.05.2014 -
Chiripal Industries Limited Sale of Goods including Capital Goods - Sale of Assets at Market Price 30.05.2014 -
Vishal Fabrics Limited Purchased of Goods Packing Material & Stores - Purchased at Market Price 30.05.2014 -
Nandan Denim Limited Purchased of Goods Packing Material & Stores - Purchased at Market Price 30.05.2014 -

Annexure – D to Director’s Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 134(3)(m) of the Companies Act 2013 read withrule 8(3) of the Companies (Accounts) Rules 2014 are set out as under:

A. CONSERVATION OF ENERGY

i) Steps taken or impact on conservation of energy :

• Energy Audit carried out for different section such as electrical cooling tower pumps and motors for planning for improvement in efficiency.

• Indigenized Substitute for Winder control panel to be developed for FDY.

• Indigenized Substitute for Winder control panel to be developed for POY.

• Cooling tower fan replacement is in process for energy efficiency.

ii) Steps taken by the company for utilizing alternate sources of energy : Notapplicable.

iii) Capital investment on energy conservation equipment : Not applicable.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption :

• High pressure centrifugal compressor of 4400 cfm capacity have installed inutility.

• Low pressure centrifugal compressor of 4200 cfm capacity have installed inutility.

• Centrifugal Chiller of 800 tr capacity have installed in utility for better airconditioning.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution : Not applicable

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) :

Not applicable

(iv) Expenditure incurred on Research and Development : Not applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to foreign exchange earnings and outgo during the year underreview are as under :

(Rs. in Lacs )
Particulars 2014-15 2013-14
Foreign exchange earned Nil Nil
Foreign exchange outgo Nil Nil

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