DUTRON POLYMERS LIMITED
Your directors are delighted to present the report on your company's business andoperations for the year ended on March 31 2017.
OPERATING RESULTS AND BUSINESS
The performance of the Company during the year 2016-17 is summarized below:
| ||2016-17 ||2015-16 |
| ||(Rs in Lakh) ||(Rs in Lakh) |
|Profit before Depreciation & Taxation ||429.64 ||421.22 |
|Depreciation ||153.94 ||144.08 |
|Provision for Taxation ||92.41 ||81.05 |
|Exceptional Items ||-- || |
|Net Profit after Tax ||183.29 ||196.09 |
|Profit Available for Appropriation ||288.27 ||258.91 |
|Proposed Dividend ||84.00 ||84.00 |
|Transfer to General Reserve ||50.00 ||50.00 |
Your Company's performance has been affected by absence of large quantity order fromGujarat government. Despite significant drop in revenue net profit has been down by 6.6%to Rs 183.29 Lakh. Earnings per share was Rs 3.05 during the year review.
Your directors recommend a dividend @ 14% on 6000000 equity shares of Rs 10 each forthe year ended 31st March 2017 which will be free of tax in the hands of shareholders.
During the year the Company has not accepted any deposits from the public exceptdeposits from directors & shareholders as at 31.03.2017 amounting to Rs 75638552.The Company has filed a statement in lieu of advertisement with the Registrar ofCompanies Gujarat.
All the assets of the Company including inventories building plant & machineriesare adequately insured.
Pursuant to the provisions of the Companies Act 2013 Shri Praful G. Shah and ShriAlpesh B. Patel Directors of the Company retire at the ensuing Annual General Meeting ofthe Company and are eligible for reappointment. The Board recommends their reappointmentas Directors of the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act 2013 is attachedherewith to the report. The evaluation includes evaluation of board as a whole individualdirector and of every committee of board.The evaluation framework for assessing theperformance of Chairman Directors Board and Committees comprises inter-alia of thefollowing parameters:
a. Directors bring an independent judgment on the Board's discussions utilizing hisknowledge and experience especially on issues related to strategy operational performanceand risk management.
b. Directors contribute new ideas/insights on business issues raised by Management.
c. Directors anticipate and facilitate deliberations on new issues that Management andthe Board should consider.
d. The Board / Committee meetings are conducted in a manner which facilitates opendiscussions and robust debate on all key items of the agenda.
e. The Board receives adequate and timely information to enable discussions/decisionmaking during Board meetings.
f. The Board addresses interests of all stakeholders of the Company.
g. The Committee is delivering on the defined objectives.
h. The Committee has the right composition to deliver its objectives.
As per provisions of Companies Act 2013 existing Auditors M/s. Baheti Bhadada &Associates retires at ensuing AGM and are not eligible for re-appointment therefore theBoard after receiving recommendations from Audit Committee recommends members to appointM/s. Manthan M. Shah and Associates to hold office of Auditor from conclusion of thisAnnual General Meeting till conclusion of 41st Annual General Meeting. The Company hasreceived letter from them to the effect that their re-appointment if made would be withinlimits specified u/s 141(1)(g) of the Companies Act 2013.
The observations made in the Auditors Report are self-explanatory and therefore neednot require any further comments by the Board of Directors.
SECRETARIAL AUDIT REPORT
In pursuant to Section 204 of the Companies Act 2013 the Board attaches herewith thesecretarial audit report issued by practicing company secretary in Annexure A to thisreport. There are no remarks or comments in said report which requires clarifications bythe Board.
ABSTRACTS OF ANNUAL RETURN
In pursuant to requirement of 93(3) of the Companies Act 2013 the abstracts of annualreturn is attached herewith in Annexure of the report in prescribed Form No. MGT-9.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Regulation 34(3) read with Schedule V(B) of the Listing RegulationsManagement Discussion and Analysis forms parts of this Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions entered into by the Company during the year werearms length basis and in the ordinary course of business. The Company did not enterinto any related party transaction which was in conflict with its interest. Statements oftransactions with related parties in summary form are periodically placed with the AuditCommittee and are approved by the committee.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that: a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; b) the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) the directors had prepared the annual accounts on a going concernbasis; e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
During the year there were no employees within the organization who were in receiptof remuneration exceeding
Rs 6000000 p.a. or if employed for part of the year drawing remuneration in excess ofRs 500000/- p.m as prescribed.
RISK MANAGEMENT POLICY
The Risk management policy of the company has been discussed in detail in theManagement Discussion & Analysis Report which forms part of this Directors' Reportattached with Annual Report.
The Company has generally implemented the procedure and adopted practices in conformitywith the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreementwith the Stock Exchanges. The Management Discussion & Analysis and CorporateGovernance Report are made a part of the Annual Report. A Certificate from the Auditorsregarding compliance of the conditions of the Corporate Governance is given in Annexurewhich is attached hereto and forms part of Directors' Report.
NUMBER OF BOARD MEETINGS
During the year the company had conducted total 12 Board Meetings. Notice for themwere given properly and due quorum was present at above meetings. The dates of meetingsare 21/04/201610/05/2016 30/05/2016 04/06/2016 30/ 07/2016 27/09/2016 02/12/201623/01/2017 27/01/2017 31/01/2017 31/03/2017.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed nomination and remuneration committee as required under section178(1) of the Companies Act 2013. The company has disclosed policies as required under178(3) of the Companies Act in its Corporate Governance Statement forming part ofDirectors' Report.
The Board has constituted Audit Committee as required under section 177(1) of theCompanies Act 2013. The Composition of the same has been disclosed in CorporateGovernance report forming part of Directors' Report. During the year the Board has agreedto all recommendations of the audit committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is responsible corporate citizen of our country and is concerned about itssocial responsibility. It is not mandated u/s 135 of the Companies Act 2013 to contributeits profit towards CSR. However the Company will contribute voluntarily when it hassubstantial profit and finds a good cause to help.
Your Directors take this opportunity to place on record their sense of gratitude to thecustomers suppliers and business associates for their support. Your directors are alsograteful to the employees for their commitment dedication and hard work. Lastly yourdirectors are thankful to the members of the Company for their faith and confidence in theCompany.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
|Place: Ahmedabad ||S. B. PATEL |
|Date: 27th May 2017 ||Chairman |