The Members of M/s. Noble Polymers Limited
Your Directors have pleasure in presenting the Boards Report of your Companytogether with the Audited Statement of Accounts and the Auditors Report of yourcompany for the financial year ended 31st March 2015.
| || |
(Rs. In Lacs)
| ||Standalone |
|Particulars ||2014-2015 ||2013-14 |
|Gross Income ||147.54 ||121.04 |
|Profit Before Interest and Depreciation ||1.20 ||1.15 |
|Finance Charges ||0.00 ||0.00 |
|Gross Profit ||1.20 ||1.15 |
|Provision for Depreciation ||0.00 ||0.00 |
|Net Profit Before Tax ||1.20 ||1.20 |
|Provision for Tax ||0.37 ||0.36 |
|Net Profit After Tax ||0.83 ||0.79 |
|Balance of Profit brought forward ||0.83 ||0.79 |
However with the view to conserve the resources of company the directors are notrecommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has proposed to carry current profit to its reserves.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15 the Company held nine board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.
|S No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||30.04.2014 ||3 ||3 |
|2 ||30.05.2014 ||3 ||3 |
|3 ||31.07.2014 ||3 ||3 |
|4 ||14.08.2014 ||3 ||3 |
|5 ||01.09.2014 ||3 ||3 |
|6 ||14.11.2014 ||3 ||3 |
|7 ||25.12.2014 ||3 ||3 |
|8 ||10.02.2015 ||3 ||3 |
|9 ||31.03.2015 ||4 ||4 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND REPORT THEREON
The Auditors M/s. Niranjan Jain & Company Chartered Accountants retire at theensuing Annual General Meeting and being eligible offer themselves for reappointment.
Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
Note: Above details may be suitably modified based on the following event.
1. Information about change of Auditor if any during the year may be included.
2. Information about the proposal of the shareholders for appointment of new Auditors.
3. Rotation of Auditors in respect of certain classes of Companies.
There are no qualifications or adverse remarks in the Auditors Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.
Further the Auditors Report for the financial year ended 31st March 2015 isannexed herewith for your kind perusal and information.
LOANS GUARANTEES AND INVESTMENTS
The Company has given Loans and advances. However the company has not given Guaranteeand no Investments made under section 186 of the Companies Act 2013 for the financialyear ended 31st March 2015
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:
Provide an overview of the principles of risk management
Explain approach adopted by the Company for risk management
Define the organizational structure for effective risk management
Develop a "risk" culture that encourages all employees to identifyrisks and associated Opportunities and to respond to them with effective actions.
Identify access and manage existing and new risks in a planned and coordinatedmanner with Minimum disruption and cost to protect and preserve Companys humanphysical and financial Assets.
DIRECTORS AND KMP
During the current financial year the following changes have occurred in theconstitution of directors of the company:
|S.No ||Name ||Designation ||Date of appointment ||Date of cessation ||Mode of Cessation |
|1. ||Jadav Antarben ||Director ||31/03/2015 ||- ||- |
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
Company has not paid remuneration to any of the director of the company.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Boards functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
Report on Corporate Governance along with the Certificate of the Auditors M/s.Niranjan Jain & Company confirming compliance of conditions of Corporate Governanceas stipulated in the Listing Agreement with the Stock Exchanges forms part of the BoardReport.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act 2013 the Companys Nomination andRemuneration Committee comprises of three Non-executive Directors. The table sets out thecomposition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mr. Shailesh Chauhan ||Chairman ||Non Executive Independent Director |
|Mr. Bhadreshkumar Shah ||Member ||Non Executive Independent Director |
|Mrs. Antarben Jadav ||Member ||Non Executive Independent Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Directorsperformance.
2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:
a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.
8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.
Remuneration to Non Executive Directors:
The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.
According to Section 177 of the Companies Act 2013 the companys AuditCommittee comprised of three directors. The board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mr. Bhadreshkumar Shah ||Chairman ||Non Executive Independent Director |
|Mr. Shailesh Chauhan ||Member ||Non Executive Independent Director |
|Mrs. Antarben Jadav ||Member ||Non Executive Independent Director |
SECRETARIAL AUDIT REPORT
There are no qualifications or adverse remarks in the Secretarial Audit Reportwhich require any clarification/ explanation.
Further the Secretarial Audit Report as provided by M/s. Khushbu Trivedi &Associates Practicing Company Secretary for the financial year ended 31st March2015 is annexed herewith for your kind perusal and information.
Cost audit is not applicable of the Company.
As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company. The details of the Vigil Committee are annexed herewith for your kindperusal and information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSEL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition Prohibition& Redressal) Redressal) Act 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (Permanentcontractual temporary trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
|DATE: 04. 09. 2015 || |
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
|PLACE: AHMEDABAD || |
| ||Sd/- ||Sd/- |
| ||(SHAILESH CHAUHAN) ||(BHADRESHKUMAR SHAH) |
| ||DIN : 06515670 ||DIN: 03628770 |
Form No. MR-3
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
The Members M/s. Noble Polymers Limited
I Khushbu Trivedi Company Secretary in practice have conducted the secretarial auditof the compliance of applicable statutory provisions and the adherence to good corporatepractices by M/s. Noble Polymer Limited (Hereinafter called the company). SecretarialAudit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the books papers minute books forms and returns filedand other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of: (i) The Companies Act 2013 (the Act) and the rulesmade there under; (ii) The Securities Contracts (Regulation) Act 1956 (SCRA)and the rules made there under; (iii) The Depositories Act 1996 and the Regulations andBye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; -
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - Not Applicable
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; - Not Applicable
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; -Not Applicable as company is not in the business of Registrars to an Issue and ShareTransfer Agents
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and Not Applicable
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; -
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Ahmedabad StockExchange(s) if applicable;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
Company has not appointed CFO during the year.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period that the company has made an applicationto BSE limited for listing of its equity shares and share were get listed on08.07.2015.
|Place: Ahmedabad ||Signature: |
|Date: 01/09/2015 ||Khushbu Trivedi & Associates |
| ||ACS No.25518 |
| ||C P No.:9115 |
The Members Noble Polymers Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We 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. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.
6. 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.