To The Members
The Directors of your Company have pleasure in presenting the 29th AnnualReport of the Company together with Audited Accounts for the financial year ending31 March 2016.
1. FINANCIAL HIGHLIGHTS
| || ||(Rs. in lacs) |
|PARTICULARS ||2015-16 ||2014-15 |
|Domestic Sales (Net of Excise) ||32026 ||34093 |
|Export Sales ||21993 ||20569 |
|Total Sales ||54019 ||54662 |
|Other operating Income ||395 ||455 |
|Total Income ||54414 ||55117 |
|Profit before i nterest & depreciation ||4837 ||679 |
|Interest & other financial charges ||1759 ||1587 |
|Profit/ (Loss) before depreciation ||3078 ||(908) |
|Depreciation ||1015 ||847 |
|Net Profit/(Loss) prior to Tax & Extra Ordinary Items ||2063 ||(1755) |
|Prior period adjustment ||- || |
|Extra Ordinary Item ||(1) ||257 |
|Net Profit/ (Loss) available for appropriation ||2062 ||(1498) |
Production & Sales Review:
The Company has achieved production of 39216 MT and sale of 38064 MT Acrylic Fibreduring the year under review as against 31136 MT and 29838 MT respectively during theprevious year. The Sale and other incomes during the year were '54449 lacs as against'55117 Lacs.
The Company earned profit before depreciation interest and tax of '4837 lacs asagainst '679 lacs in the previous year. After providing for depreciation of '1015.25 lacs(Previous Year '847.54 lacs) interest of '1759.18 lacs (Previous Year '1587.35) the netprofit from operations worked out to '2061.53 lacs as compared to net loss of '1498.21lacs in the previous year.
As Company does not have any distributable profits computed under provisions ofCompanies Act 2013 no dividend is being recommended.
There is no change in Capital Reserves Securities Premium Reserves and GeneralReserves during the year which stands at '1764.44 lac '39.23 lacs and '80.00 lacrespectively.
4. RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry of Science& Technology Govt. of India. During the year the Company has focused on newvarieties on dyed yarns. This will help in growth of sales in the current year. TheCompany is also working for energy conservation and reduction in the fuel cost with thehelp of in-house R&D.
5. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Vision & core areas of CSR:
Your Company is committed to and is fully aware of its Corporate Social Responsibility(CSR) the guidelines in respect of which were more clearly laid down in the recentlyoverhauled Companies Act 2013.
Corporate Social Responsibility and Governance Committee (CSR&G Committee)comprises of Shri Rajinder Kumar Garg as its Chairman Shri Dheeraj Garg and Shri A SChatha as members. This Committee has framed the CSR Policy for the company which isapproved by the Board and may be accessed on the website of the Company athttp:7www.indianacrylics.com Since the Company does not have net profits in accordancewith Section 198 of the Companies Act 2013 the Company is not required to undertake anyactivity under cSr Rules.
However your Company has voluntarily spent a sum of '15.01 lacs in the year underconsideration (Previous year '11.18 lacs) on CSR activities.
6. CORPORATE GOVERNANCE
Your Company is continuously taking steps to attain higher levels of transparencyaccountability and equity in order to enhance customer satisfaction and stakeholdersvalue. The Company not only complies with the regulatory requirements but is alsoresponsive to the stakeholders as well as customers needs. The Company alreadyhas an Audit Committee a Stakeholder Relationship Committee and Nomination andRemuneration Committee duly constituted by the Board to look after various activities. TheCorporate Governance practices followed by the Company are enclosed as Annexure to thisreport. A certificate from the Statutory Auditors of the Company regarding compliance ofgovernance norms stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is also annexed to the Corporate Governance report as Annexure-6
7. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the Act in FormMGT-9 forms part of the Boards report as Annexure-4.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm that:
a. in the preparation of the annual accounts for the year ending 31st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b. the Directors had 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 the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the Directors had taken proper and sufficient care for 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 had prepared the annual accounts on a going concern basis; and
e. the Directors had laid down internal financial control to be followed by the Companyand that such internal financial controls were adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting following changes have taken place in the Boardof Directors:
PSIDC nominated Mrs Indu Malhotra its Managing Director as a Director of the Companyin place of Shri S R Ladhar effective from 27/05/2016.
Your Directors place on record appreciation of the valuable guidance rendered by Shri SR Ladhar during his association with the Company.
As per the provisions of Companies Act 2013 Shri S K Singla (DIN-00051799) Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
Familiarisation programmes for Board Members:
The Board members are from time to time provided with necessarydocuments/policies/internal procedures to get them familiar with the practices of theCompany. During the year under review Companys Plant visit was organized for theIndependent Directors to help them to understand business operations & working of theCompany. The business strategies performance global developments legal & otherupdates compliance reports and other relevant information/reports etc are beingperiodically provided to the Board of Directors.
B) Declaration by an Independent Director(s) and reappointment if any
A declaration by Independent Directors stating that he/ they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013 hasbeen taken at the time of their appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(SEBI) under Regulation 4 (f) (ii) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review 4 Board Meetings were held one each on 30th May 201520th July 2015 13th November 2015 and 12th February 2016.
11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATON AND OTHER DETAILS
The Companys policy on Directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors Report.
12. AUDIT COMMITTEE
The Audit & Compliance Committee comprises of three non-executive Directors viz.Rear Admiral M. M. Chopra AVSM (Retd.) Prof.(Dr.) B B Tandon Smt. Tejinder Kaur and oneExecutive Director Shri H K Singhal. During the year the committee held four meetings.Other details of the Audit Committee are included in the Corporate Governance Report whichforms part of this report.
The Board had accepted all recommendation of the Audit Committee.
13. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORSAND EMPLOYEES
Pursuant to provisions of Section 177 (9) of the Companies Act 2013 the Company hasestablished a Vigil Mechanism incorporating Whistle Blower policy in terms ofRegulation 22 of SEBI (LODR) Regulations 2015 for employees and directors of the Companyfor expressing the genuine concerns of unethical behaviour frauds or violation of thecodes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee.The Company has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The policy on Vigil Mechanism and WhistleBlower may be accessed on the Companys website at http//www.indianacrylics.comThere are no cases reported during the year.
14. NOMINATION AND REMUNERATION COMMITTEE The committee has been constituted toreview and recommend compensation payable to the whole-time directors including ManagingDirector and senior management of the Company. The committee reviews the overallcompensation structure and policies of the Company with a view to attract retain andmotivate employees reviewing compensation levels of the Company vis-a-vis other Companiesand industry in general.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company during the yearexceeding the limits prescribed under Section 186 of the Companies Act 2013.
16. PARTICU LARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an armslength basis during the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. A statement insummary form of transactions with related parties in ordinary course of business andarms length basis is periodically placed before the audit committee for review andrecommendation to the board for their approval.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the board is uploaded on the website of the Company.Disclosures as required under accounting standards (AS- 18) have been made in thefinancial statements of the Company enclosed with this report.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this Boards Report as Annexure 5
18. BUSINESS RISK MANAGEMENT
The risk management includes identifying types of risks and its assessment riskhandling and monitoring and reporting which in the opinion of the Board may threaten theexistence of the Company. The Risk Management Committee constituted by the Board comprisesof Shri R K Garg Shri Dheeraj Garg and Shri Surinder Kansal as members. The Committee hasformulated the Risk Management Policy which was subsequently approved by the Board ofDirectors. The Risk Management Policy may be accessed on the website of the Company athttp://www.indianacrylics.com
a. Statutory Auditors:
M/s S.C. Dewan & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company to hold office till the conclusion of Annual General Meeting to be held inthe calendar year 2017 (subject to ratification of their appointment at every AGM).Pursuant to provisions of Section 139(1) of the Companies Act 2013 the matter ofappointment of M/s S.C. Dewan & Co. Chartered Accountants as a Statutory Auditorsis placed for ratification by the members.
The Company has received a certificate from them pursuant to Companies (Audit &Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act 2013confirming their eligibility for reappointment and that they were not disqualified forreappointment.
b. Secretarial Auditor:
M/s S.K. Sikka & Associates practicing Company Secretaries Chandigarh wasappointed as Secretarial Auditor & his report in Form No. MR 3 under Section 204 ofthe Companies Act for the Financial Year 2015-16 is attached as & forms part of thisReport as Annexure-2.
c. Cost Auditor:
As per provisions of Section 148 of the Companies Act 2013 the Board of Directors ofyour Company has recommended M/s Aggarwal Vimal & Associates Cost Auditor to bere-appointed as a Cost Auditor for the Financial Year 2016-17 subject to ratification ofhis appointment and remuneration by the Shareholders in the forthcoming Annual GeneralMeeting.
d. Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act 2013 the Company hasappointed Mr. Manoj Kumar (ICWA) to conduct internal audit of the functions andactivities of the Company and maintain internal control systems of the Company.
20. AUDITORS' REPORT
The Statutory and Secretarial Auditors Reports are self explanatory and requireno comments
21. LISTING OF SHARES
Equity shares of the Company are listed on BSE Limited and Listing fee has already beenpaid in pursuance to Regulation 14 of SEBI (LODR) Regulations 2015.
Effective from 25th September 2000 the equity shares of your Company are beingcompulsorily traded in dematerialized form. As on 31st March 2016 a total of 1255 lacsequity shares representing 92.77% of equity share capital have been dematerialized and29096 shareholders are holding shares in dematerialized form.
All the assets of the Company have been adequately insured.
24. PARTICULARS OF EMPLOYEES
Relations with the employees continued to be peaceful and harmonious during the periodunder review.
25. PERSONNEL & RELATED DISCLOSURES:
Your Company continues to lay emphasis on continued qualitative growth of its humanresources by providing a congenial and conducive work environment in consonance with itsbelief that the real strength of its organization lies in its employees.
The particulars required under Section 197 read with Rule 5 (1) 5 (2) & 5 (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014including statement of employees receiving salary of '60.00 lac per annum or '5.00 lac permonth or more during the Financial Year 2015-16 are annexed hereto and forms part of thisreport as Annexure-3.
26. INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
27. HEALTH SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety standardsenvironment laws and labour laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. Our Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees to provide a Safe & healthy work environment to all itsemployees
28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2015-16 the Company has not received any complaint on sexualharassment and hence no complaints remain pending as of 31st March 2016.
29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO
The optimal utilisation of energy remained a major focus area and a number of stepswere taken in this direction. The information required under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 areattached hereto and forms part of this report as Annexure-1.
30. GENERAL DISCLOSURE:
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details of subsidiary or joint venture company.
2. Issue of equity shares with differential rights to dividend voting or otherwise.
3. Details relating to deposits covered under Chapter V of the Act.
4. No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statements relateand the date of this report.
5. No significant/material orders have been passed by any Regulator/Court /Tribunalwhich could impact the going concern status & future operations of the Company.
6. No change in nature of Business of the Company.
7. No unclaimed Dividend is required to be transferred to Investor Education andProtection fund.
Your Directors are pleased to place on record their sincere gratitude to the GovernmentAuthorities Financial Institutions & Bankers and Investors for their continued andvaluable co-operation and support to the Company. Your Directors express their deepappreciation for the devoted and sincere efforts put in by the members of the team at alllevels of operations in the Company during the year. The Company feels confident ofcontinued cooperation and efforts from them in future also.
On Behalf of the Board of Directors
|Place: Chandigarh ||H. K. SINGHAL ||R. K. GARG |
|Dated: 27th May 2016 ||FINANCE DIRECTOR ||MANAGING DIRECTOR |
| ||DIN-00044328 ||DIN-00034827 |
DETAILS OF DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT IN ANNUAL GENERAL MEETING
|Name of Director (DIN) ||Sh. Suresh Kumar Singla (DIN: 00051799) |
|Date of Birth ||1/1/1962 |
|Date of first Appointment ||28/05/2015 |
|Qualification/ Experience in Specific functional areas ||B. Tech (Textile) From TIT Bhiwani General Manager in PSIDC |
|List of companies in which outside ||Electronics Systems Punjab Ltd |
|Directorships held (Excluding Private Limited/ Foreign Company) ||Satia Synthetics Limited |
|Ganga Acrowools Ltd |
| ||Dwarikadhish Spinners Limited |
| ||Winsome Yarns Ltd |
| ||Rana Polycot Limited |
| ||Fertichem Cotspin Limited |
| ||Cheema Spintex Ltd |
| ||Healthcaps India Limited |
|Chairman/ Member of the Committee of Board of Directors of the Company ||Nil |
|Chairman/ Member of the Committee of Directors of other Companies in which he is a Director ||Nil |
|No. of shares held in the Company ||Nil |