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Indian Polyfins Ltd.

BSE: 514292 Sector: Industrials
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Indian Polyfins Ltd. (INDIANPOLYFINS) - Director Report

Company director report

To

The Members

Indian Polyfins Limited

Your directors have pleasure in presenting their Thirtieth Annual Report on thebusiness and operations of the company together with Audited Financial Statements for thefinancial year ended 3151 March 2017.

1. FINANCIAL HIGHLIGHTS:

Particulars 2016-2017 2015-2016
Revenue from Operations 738.03 546.11
Other Income 4.21 6.68
Profit/(Loss) before Depre. and Tax 108.45 (0.80)
Less: Depreciation 22.92 26.74
Profit/(Loss) before tax 85.54 (27.54)
Less: Extra Ordinary Item 45.85 70.97
Less: Provision for Income Tax 0.00 0.00
Less/(Add): Deferred tax
Liability/(Assets) (6.79) (6.71)
Profit/(Loss) after tax 46.47 (91.80)
Add: Balance B/F from the previous year (453.74) (361.95)
Balance Profit/ (Loss) C/F to the next year (407.27) (453.74)

2. PERFORMANCEREVIEW OPERATION AND PROSPECTS:

During the year under review the company's turnover has increased to Rs. 738.03 Lacsas compared to Rs. 546.11 Lacs (YoY) and earned net profit of Rs. 46.47 Lacs. Thetexturizing units and weaving segment have been witnessing huge competition labourproblems and constant rise in variable costs which has directly affected performance ofthe company. Inspite of adverse condition and paucity of fund the company has improvedits financial performance during the year. Your directors are making effort to furtherimprovethe performance of the company.

3. DIVIDEND:

During the year under review the company has earned profit. With a view to preservefunds for long term financial requirement of the company and carried forward losses yourdirectors regret their inability to recommend any dividend

4. TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the financialyear.

5. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Format MGT-9 for the Financial Year 2016-17'hasbeen enclosed with this report. (Annexure-I)

6. DIRECTORS:

Directors retiring by rotation:

Pursuant to the Articles of Association of company read with the section 152(e) of theCompanies Act 2013 Mr. Vijendralal Arya retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

7. BOARD MEETINGS:

The Board of Directors of the company met 4 times on 30.05.2016 13.08.2016 14.11.2016and 06.02.2017 during the year 2016-2017.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the directorsof the company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to 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 as at 31st March 2017 and of the profitand loss account of thecompanyforthatperiod.

(c) The directors had 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 directors have prepared the Annual accounts on a 'going concern basis' and

(e) The directors have laid down internal financial controls to be followed by thecompany 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 the applicable laws and that such systems were adequate and operating effectively.

9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received declaration pursuant to Section 149(6) of Companies Act 2013from all independent directors.

10. AUDITOR'S REMARK:

The observations made in the Auditor's Report are self-explanatory and do not requirefurther explanation.

11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S186:

The company has not given any loan or provided any guarantee or made any investment forthe financial year ended 31st March 2017 pursuant to section 186ofCompaniesAct2013.

12. RELATED PARTYTRANSACTIONS:

All the transactions entered into with the Related Parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon arm's length basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no Material Related Party Transactions during the year. The detailsof such transaction are also given in Note No.24 of Audited Financial Statement.Disclosure in Form AOC-2 is attached with this report (Annexure- II). All the RelatedParty Transactions are placed before the Board of Directors for review and approval.Omnibus approval was obtained on a quarterly basis for transactions which are ofrepetitive nature.

All related party Transactions are placed before the Audit Committee as also to theBoard of Directors' for approval. Omnibus approval was obtained on a quarterly basis fortransactions which are of repetitive nature.

13. DETAILS OF SUBSIDIARY COMPANIES JOIN VENTURE AND ASSOCIATE COMPANIES:

The company did not have any subsidiary company joint venture or associate company forthe financial yearended31stMarch2017.

14. MATERIAL CHANGES:

There have been no material changes in the company from the end of the financial yeartill the date of this report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY:

Sound upkeep and modernization of the energy consuming devices was done to achieve bestefficiency.

B. TECHNOLOGY ABSORPTION:

a. Research & Development (R&D) Specific areas in which R&D carried out bythe company:

Company carries on Research and Development at the operational level to optimizeproduction from its existing facility.

1. Benefits derived as a result of the above R&D:

As a result of the above the company has withstand the cut throat competition intextile industry.

2. Future plan of action:

The Company is making continuous efforts to improve efficiency of its existinginfrastructure.

R&D Expenditure: (Amount in Rs.)

(a) Capital 0
(b) Recurring 0
(c) Total 0
(d) Total R&D expenditure as percentage of total turnover 0.00%

b). Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption and innovation:

Due to extensive R&D efforts company is able to maintain efficient of its plantand machinery.

2. Benefit derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.: Nil

3. In case of imported technology (imported during the last five years reckoned fromthe beginning of the financial year):

NIL

C. FOREIGN EXCHANGE EARNINGS & OUT GO:

Total foreign exchange earnings is Rs. Nil.

Total foreign exchange out go is Rs. Nil

16. RISK MANAGEMENT POLICY:

An effective Risk Management Framework is put in place by the Company in order toanalyze control or mitigate risk. The board periodically reviews the risks and suggestssteps to be taken to control the same.

17. PUBLIC DEPOSITS:

The details relating to the deposits covered under Chapter Vof the Act is as under:

(a) Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) readwith Section 73 of the Companies Act 2013 and assuch no amount of principal or interestwas outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: None

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year: None

(d) The details of deposits which are not in compliance with the requirements ofChapter V oftheAct: None

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the year the company has been de-listed from the BSE platform. The BSE Ltd hasvide its letter no. LIST/COMP/AS/249/2016-17 dated 16.08.2016 informed the order passed byDelisting Committee of BSE Ltd to delist the securities of the company with effect from17/08/2016.

19. STATUTORY AUDITORS:

M/s. Soni Surana& Company Chartered Accountants retires at the conclusion ofensuing Annual general meeting. M/s. Soni Surana& Company Chartered Accountant shallcompulsory retire as statutory auditor of the company pursuant to Section 139 of theCompanies Act 2013 at the ensuing Annual General Meeting.

The Company has received special notice for appointment M/s. Virendra Tarun & CoCompany Chartered Accountants as statutory auditor at the ensuing Annual General Meetingof the Company.

20. LISTING STATUS:

The BSE Ltd has vide its letter no. LIST/COMP/AS/249/2016-17 dated 16.08.2016 informedthe order passed by Delisting.Committee of BSE Ltd to delist the securities of the companywith effectfrom 17/08/2016.

21. WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board andits Powers) Rules 2014 and SEBI(LODR) Regulations 2015 the Company has in place a Whistle Blower Policy

Registered office:

304 Priyanka Intercity Building No-4

At - Magob Taluka - Choryasi

Surat-395010 .

which provides for a vigilmechanism that encourages and supports its Directors andemployees to report instances of illegal activities unethical behavior actualorsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It alsoprovides for adequate safeguards againstvictimization of persons who use this mechanismand direct access to the Chairman of the Audit Committee in exceptional cases.

22. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained adequate measures for internal financialcontrol for theyearended31stMarch2017.

23. PARTICULARS OF EMPLOYEES:

The Company does not have any employee drawing salary as stipulated under provisions ofrule 5(2) of chapter XIII the companies (Appointment and Remuneration of ManagerialPersonnel) rules 2014.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention Prohibition& Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The following is the summary of the complaints received and disposed off duringthe financial year

a) No. of Complaints received : Nil

b) No. of Complaints disposed off: Nil

25. PERSONNEL AND INDUSTRIAL RELATIONS:

The employee relations with the company are harmonious and congenial. .

26. ACKNOWLEDGEMENT:

The Directors express their gratitude to the company's stakeholders and employees ofthe company. They also take the opportunity to thank the Company's valued customerssuppliers and the shareholders who have extended their support to the

By the Order of Board of Directors

(Vijendralal Arya)

(Nitu Arya)

Director

Annexure -1

Annexure - II

Form No. 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)

Name of Company: Indian Polyfins Limited

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: None

2. Details of material contracts or arrangement or transactions at arm's length basis:

A)

(a) Name(s) of the related party and nature of relationship: M/s Sunil Fibres Pvt. Ltd.; Company in which directors are interested
(b) Nature of contracts / arrangements / transactions: Textile Manufacturing services rendered on job basis
(c) Duration of the contracts /arrangements/ transactions: Repetitive Nature transactions .
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Textile Manufacturing services rendered on job basis in ordinary course of Business amounting to Rs. 46418782/- during 2016-17 on Arms' length basis.
(e) Date(s) of approval by the Board if any: 30.05.201613.08.201614.11.2016 and 06.02.2017
(f) Amount paid as advances if any: Nil
B)
(a) Name(s) of the related party and nature of relationship: M/s Supertex Industries; Firm in which directors are interested
(b) Nature of contracts / arrangements / transactions: Textile Manufacturing services rendered on job basis
(c) Duration of the contracts / arrangements / transactions: Repetitive Nature transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Textile Manufacturing services rendered on job basis in ordinary course of Business amounting to Rs. 25810452/- during 2016-17 on Arms' length basis.
(e) Date(s) of approval by the Board if any: 30.05.201613.08.201614.11.2016 and 06.02.2017.
(f) Amount paid as advances if any: Nil
C)
(a) . Name(s) ofthe related party and nature of relationship: M/s Geotex Textile Pvt. Ltd. Company in which directors are interested
(b) Nature of contracts / arrangements / transactions: Purchase of packing material
(c) Duration of the contracts / arrangements / transactions: Repetitive Nature transactions
(d) Salient terms of the contracts or arrangements or transactions including the value if any: ' Purchase of packing material in ordinary course of Business amounting to Rs. 269750/- during 2016-17 on Arms' length basis.
(e) Date(s)ofapproval by the Board ifany: 30.05.201613.08.201614.11.2016 and 06.02.2017
(f) Amount paid as advances ifany: Nil
D)
(a) Name(s) of the related party and nature of relationship: M/s Sunil Fibres Pvt. Ltd.; Company in which directors are interested
(b) Nature of contracts / arrangements / transactions: Services availed by the company
(c) Duration of the contracts / arrangements / transactions: Repetitive Nature transactions
(d) Salient terms of the contracts or arrangements or transactions including the value ifany: Services availed by the company in ordinary course of Business amounting to Rs 928800/- during 2016-17 on Arms' length basis.
(e) Date(s) of approval by the Board ifany: 30.05.201613.08.201614.11.2016 and 06.02.2017
(f) Amount paid as advances ifany: Nil
E)
(a) Name(s) of the related party and nature of relationship: M/s Supertex Industries; Firm in which directors are interested
(b) Nature of contracts / arrangements / transactions: Services availed by the company
(c) Duration of the contracts / arrangements / transactions: Repetitive Nature transactions
(d) Salient terms of the contracts or arrangements or transactions including the value ifany: Services availed by the company in ordinary course of Business amounting to Rs. 1560000/- during 2016-17 on Arms' length basis.
(e) Date(s) of approval by the Board if any: 30.05.201613.08.201614.11.2016 and 06.02.2017
(f) Amount paid as advances if any: Nil
F) :
(a) Name(s) of the related party and nature of relationship: M/s Sunil Fibres Pvt. Ltd.; Company in which directors are interested
(b) Nature of contracts / arrangements / transactions: Premises given on rental basis by the company
(c) Duration of the contracts / arrangements / transactions: 5 Year
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Receiving of rent on yearly basis amounting to Rs. 96000/- during 201617.
(e) Date(s)ofapprovalbytheBoardifany: 31.03.2016
(f) Amount paid as advances if any: Nil
G)
(a) Name(s) of the related party and nature of relationship: M/s Supertex Industries; Firm in which directors are interested
(b) Nature of contracts / arrangements / transactions: Premises given on rental basis by the company
(c) Duration of the contracts / arrangements / .transactions: 5 Year
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Receiving of rent on yearly basis amounting to Rs. 96000/- during 201617.
(e) Date(s)ofapproval by the Board if any: 31.03.2016
(f) Amount paid as advances if any: Nil

 

For and on behalf of Board of Directors
(VijendralalArya) (Nitu Arya)
Director Director
Place: Surat DIN: 00033272 DIN: 00351170
Date: 13th August 2017