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Axel Polymers Ltd.

BSE: 513642 Sector: Industrials
NSE: N.A. ISIN Code: INE197C01012
BSE 15:01 | 17 Jun 18.00 0
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NSE 05:30 | 01 Jan Axel Polymers Ltd
OPEN 17.90
PREVIOUS CLOSE 18.00
VOLUME 1400
52-Week high 18.70
52-Week low 6.90
P/E
Mkt Cap.(Rs cr) 8
Buy Price 18.00
Buy Qty 600.00
Sell Price 18.05
Sell Qty 15.00
OPEN 17.90
CLOSE 18.00
VOLUME 1400
52-Week high 18.70
52-Week low 6.90
P/E
Mkt Cap.(Rs cr) 8
Buy Price 18.00
Buy Qty 600.00
Sell Price 18.05
Sell Qty 15.00

Axel Polymers Ltd. (AXELPOLYMERS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 28th Board's Report ofyour Company together with the Financial Statements for the financial year ended on31.03.2020.

1. FINANCIAL & OPERATIONAL RESULTS

The Summary of the financial performance of the Company for theyear-ended 31.03.2020 compared to the previous year is as follows:

(Rs in Lakhs.)

Particulars 2019-2020 2018-2019
Revenue from Operations 2289.84 2437.40
Other Income 2.10 1.89
Total Income 2291.19 2439.29
Profit/(Loss) before Depreciation and Tax 44.22 76.83
(Less): Depreciation (36.33) (33.34)
Profit/(Loss) before Tax 7.88 43.49
Add/(Less): Tax Expenses - ~
i. Current Tax 1.04 3.32
II. Deferred Tax (1.48) NIL
Net Profit/(Loss) for the year 9.36 46.81
Other Comprehensive Income for the Year (Net of Tax) 3.63 46.85
Add/(Less): Balance Brought Forward (236.82) (283.67)
BALANCE CARRIED FORWARD TO BALANCE SHEET (231.10) (236.82)

During the year under review your Company posted a total income of Rs.2291.19 Lacs as against Rs. 2437.40/- in the previous year registering a decline of about6 %. The global business sentiment in the last financial year was low.Demand was down since September 2019; which was further pulled down due to the COVID 19World Pandemic Situation was deteriorating and "Work from Home" andlockdown" was implemented in March 2020.

2. DIVIDEND

By keeping in view the carry forward losses of the Company yourDirectors do not recommend any dividend.

3. COVID 19 PANDEMIC APPROACH & IMPACT

The global health pandemic disrupted daily lives livelihoodsbusinesses and economies world over orchestrating an uncertain situation on account ofendless lockdowns of cities and countries. This unprecedented event caused an operationaland financial dent to businesses of all sizes and statures challenging frameworks andcontinuity plans. To ensure safety of people and continuity of operations businessesresorted to immediate viable measures like remote working and cost reductions to stayafloat and sustain

With restrictions easing and commercial activity gradually picking upacross the country business sentiment is showing positive signs of recovery. But will itever be like before?

The pandemic has forced change: economic societal and commercial. Itis imperative to revaluate existing plans remodel to sustain factor in resilience toovercome future challenges of similar velocity and most importantly adapt to the 'NewNormal'.

To help the organisation regain lost ground and build a strongerbusiness foundation in the new normal your Directors have developed a Recovery modelelaborating a three-stage process encouraging Rethinking original business and commercialassumptions Reprioritising obligations and Addressing issues to adapt and thrive.

Consequent to the nationwide lockdown announced by the Government ofIndia the Company Plant and offices were shut down from March 23 2020 onwards. Since thegradual easing of the lockdown from 25th April 2020 onwards and in line with the variousdirections of the Governments the Company's plant have commenced operations in a phasedmanner in line with the market demands. The COVID - 19 crises has caused significantdisturbance and slowdown of the economic activities. The Company's management has done asassessment of the situations including the liquidity positions and the recoverability andcarrying value of all assets and liabilities as at March 31 2020 and concluded that thereare no materia! adjustments required in the financial statements as of March 2020.

However the impact assessment of Covid-19 is a continuing processgiven the uncertainty associated with its nature and durations.. The Company will continueto monitor any materials changes as the situation evolves.

4. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

Neither the Company has any Subsidiary Joint Venture or AssociateCompany nor any other Company has become or ceased to be Subsidiary/Joint Venture/Associate Company.

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed amount required to be transferredto Investor Education & Protection Fund during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS

No Material changes and Commitments affecting the financial position ofthe Company have occurred between the end of financial year to which this financialstatement relates and the date of this report and hence not reported.

7. EXTRACT OF THE ANNUAL RETURN U/S 92(3) OF THE ACT AS PER FORM MGT-9

The Extract of Annual Return as required under section 92(3) of theCompanies Act 2013 ('the Act') and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9 is not required to annexed to the Board Reportpursuant to MCA Notification dated 31.07.2018 and same uploaded on website of the Companyat given weblink http://axelindia.com/mgt9.html

8. MEETING OF THE BOARD OF DIRECTORS & APPOINTMENT/ CESSATION OFDIRECTORS OR KMP

During the Financial Year 2019-20 five meetings of the Board ofDirectors of the Company were held. Pursuant to the provisions of section 152 and otherapplicable provisions if any of the Companies Act 2013 Mr. Gaurav S. Thanky retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Board recommends the re-appointment of Mr. Gaurav S. Thankyretiring director at the forthcoming Annual General Meeting of Company in terms Section152 of the Act who in opinion of the Board and Nomination and Remuneration Committeefulfills the conditions for reappointment specified in the Act and rules made thereunder.

During the year Mr. Jayendra Desai as an Independent (Non-Executive)Director resigned from the Board of Director w.e.f. 17.03.2020.

9. DIRECTORS TRAINING & FAMILIARIZATION

The Directors are regularly informed during the meetings of the Boardand the Committees of the activities of the Company its operations and issues facing thePolymer Industry. Considering the association of the Directors with the Company and theirseniority and expertise in their respective areas of specialisation and knowledge of theengineering industry their training and familiarization were conducted in the belowmentioned areas:

> The Roles Rights Responsibilities and Duties of IndependentDirectors

> Business Development Strategy and Plans

> Changes brought in by the introduction of the Securities ExchangeBoard of India {Prohibition of Insider Trading) Regulations 2015

> New SEB1 Regime - Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and

confirm that:

(a) In the preparation of the annual accounts for the year ended on31.03.2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at the end of thefinancial year 2019-20 and of the profit of the 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; and

(e) The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

(f) The Directors have devised proper systems to ensure compliance withthe provisions of all

applicable laws and that such systems were adequate and operatingeffectively. ¦

11. AUDITORS

A. STATUTORY AUDITORS

The Company's Auditor M/S Mukund & Rohit Chartered AccountantsVadodara having registration no. 113375W were appointed as the Auditor to hold office upto the conclusion of 30!tl AGM. Pursuant to amended Section 139(1) of theCompanies Act 2013 the requirement of ratification of appointment of Auditors at everyAnnual General Meeting is done away with. Accordingly no resolution for ratification ofAuditors is proposed.

B. SECRETARIAL AUDITORS

M/s Devesh Pathak & Associates Practising Company SecretariesVadodara were appointed as Secretarial Auditors for conducting secretarial audit for theFinancial Year 2019-20. Their report is annexed herewith as per Annexure-1

Neither the Statutory Auditors nor the Secretarial Auditors of theCompany in their respective reports have made any qualifications reservations adverseremarks or disclaimers. Accordingly no explanations/ comments thereon are required to befurnished.

12. LOANS GUARANTEES OR INVESTMENTS

The Company has not given any guarantees or securities covered underthe provisions of section 186 of the Companies Act 2013 ('the Act').

However the aggregate of loans and advances granted as alsoinvestments made if any are within the limits of section 186 of the Act.

13. RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements entered into by theCompany with Related Parties referred to in sub-section (1) of Section 188 ofthe Act in the prescribed Form AOC-2 is enclosed as Annexure - 2.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

The Particulars as prescribed in section 134(3)(m) of the Act 2013 readwith the Companies (Accounts) Rules 2014 are as follows.

(A) Conservation of Energy

(i) the steps taken or impact on conservation of energy: - NIL

(ii) the steps taken by the Company for utilizing alternate sources ofenergy: - NIL

(iii) the capital investment on energy conservation equipment's: - NIL

Power & Fuel Consumption- Electricity 2019-2020 2018-2019
Consumed Quantity units 1470444 1688100
Amount Rs. (in Lacs) 108.43 118.00
Rate/Unit Rs. 7.37 6.99
Production Quantity M. T 4924.717 5637.137
Power Cost Per Kg. of Production Rs. 2.20 2.09/-

The Power cost / kg of production has increased by 0.11 paisa mainlydue to the increase in rate per Unit by 0.37 paisa.

(B) Technology Absorption

The Company continues to lay emphasis on development and innovation ofin-house technology and technical skill to meet customer requirements. Efforts are alsocontinuing for improving productivity and quality of products and continue to keep pacewith the advances in technological innovations and up- gradation.

(C) Foreign Exchange Earnings and Outgo

Foreign exchange earnings or outgo during the year as per below table.

Rs.

Particulars 2019-2020 2018-2019
Foreign Exchange Earned 0.00 0.00
Foreign Exchange Used Rs. 1503637/- 0.00

15. DEVELOPMENT AND IMPLIMENTATION OF RISK MANAGEMENT POLICY

Risk affects every organization in one-way or the other. Thus planningto handle such risk in future is of vital importance for every organization. Your Companyalways focuses on identifying and monitoring the risk and to take precautionary steps forrisks affecting your Company. There are certain risks like Price Government PoliciesHuman Resource Competition etc. and we have adopted best management practices to mitigatesuch risk.

16. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company

1. Mr. Gaurav Thanky : Managing Director
2. Mr. Aarasp Bejan Bodhanwala : Director - CFO
3. Mr. Bejan Kavasji Bodhanwala : Chairman & Whole- time Director
4. Mr. Jigardan Gadhvi : Company Secretary

17. DEPOSITS

The Company has not accepted / renewed any deposit within the meaningof the Companies (Acceptance of Deposits) Rules 2014.

18. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in any of the criteria of Section 135 of theAct 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.

19. PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs 1.02 crores or moreper annum or Rs. 8.50 lacs per month for any part of the year or more and hence noparticulars have been furnished as required under Section 197 of the Act 2013 read withRule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

20. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The summary of sexualharassment complaints received and disposed off during the financial year 2019-20 is asunder:

- Number of Complaints Received NIL

- Number of Complaints Disposed off NIL

21. ANNUAL EVALUATION

Pursuant to the Section 134(3)(p) and other applicable provisions ifany of the Act and Regulation 17(10) and other applicable regulations if any of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('LODR') theBoard has carried out an annual evaluation of its own performance its committees and thedirectors individually.

22. CORPORATE GOVERNANCE REPORT

In view of Paid up Capital and Net worth of the Company being lesserthan Rs. 10 Crores and Rs. 25 Crores respectively Corporate Governance Report asprescribed in Clause C of schedule V to LODR is not included in the Annual Report in termsof Regulations 27(2) of LODR.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under ParaB of Schedule V of LODR is attached as Annexure - 3.

24. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Amitabh Thakore and Mr. Amol Samant were the Independent Directorsof the Company as on 31.03.2020 pursuant to the provisions of Section 149(10} of the Act

Mr. Jayendra Harshad Desai (DIN: 02213677) Non-executive &Independent Director of the Company has resigned from the Board of Directors of theCompany w.e.f. 17.03.2020.

The Board of Directors of the Company hereby confirms that all theIndependent Directors duly appointed by the Company have given the declaration and theymeet the criteria of Independence as provided under Section 149(6) of the Act.

25. COMMITTEE COMPOSITION AUDIT COMMITTEE

The Composition of the Audit Committee is in line with the provisionsof Section 177 of the Act read with Regulation 18 of SEBI (LODR) Regulation 2015.

On recommendation of Nomination and Remuneration Committee the Boardof Directors by its Circular Motion Resolution dated 19.03.2020 & voted withmajority the Audit Committee has been reconstituted as below:

Sr No Name of the Directors Designation Nature of Directorship
1 Amol Arvind Samant Chairman Non-Executive Independent Director
2 Jayendra Harshad Desai Member* Non-Executive Independent Director
3 Aarasp Bejan Bodhanwala Member Executive Director cum CFO
4 Amitabh Gajendra Thakore Member** Non-Executive Independent Director

* Mr. Jayendra Harshad Desai ceased to be a Member of Audit Committeewith effect from 17.03.2020. ** Mr. Amitabh Gajendra Thakore become a Member of AuditCommittee with effect from 18.03.2020 (Circular Motion Resolution passed with majoritydated 19.03.2020)

The Audit Committee met five times during the period under review.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee is in linewith the provisions of Section 178 of the Act read with Regulation 19 of SEBI (LODR)Regulations 2015.

On recommendation of Nomination and Remuneration Committee the Boardof Directors by its Circular Motion Resolution dated 19.03.2020 & voted withmajority the Nomination and Remuneration Committee has been reconstituted as below:

Sr. No Name of the Directors Designation Nature of Directorship
1 Amol Arvind Samant Chairman Non-Executive Independent Director
2 Jayendra Harshad Desai Member* Non-Executive Independent Director
3 Minnie Aarasp Bodhanwala Member Non - Executive Director
4. Amitabh Gajendra Thakore Member** Non-Executive Independent Director

* Mr. Jayendra Harshad Desai ceased to be a Member of Nomination andRemuneration Committee with effect from 17.03.2020.

** Mr. Amitabh Gajendra Thakore become a Member of Nomination andRemuneration Committee with effect from 18.03.2020 (Circular resolution pass with majoritydated 19.03.2020)

The Nomination and Remuneration Committee met twice during the periodunder review. REMUNERATION POLICY

The policy of the Company on Director's and KMP's appointment andremuneration including criteria for determining qualifications independence of Directorand other matters is in accordance with Section 178(3) of the Companies Act- 2013 and thesame is available on website of the Company.

Remuneration to Executive Directors

The Executive Directors are paid annua! Remuneration as under.

Mr. A.B. Bodhanwala Director & CFO Rs. 2400240/-
Mr. B.K. Bodhanwala Chairman& Whole-Time Director Rs. 356333/-
Mr. G.S. Thanky Managing Director Rs. 18 00000/-

Remuneration to Non-Executive Directors

The other Non-Executive Directors are not paid any Remuneration.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee deals with all transferstransmission etc. as required from time to time and all matters pertaining to InvestorComplaints in accordance with section 178(5) of the Act read with Regulation 20 of LODR.

On recommendation of Nomination and Remuneration Committee the Boardof Directors by its Circular Motion Resolution dated 19.03.2020 & voted withmajority the Stakeholders Relationship Committee is reconstituted as below.

Sr. No Name of the Directors Designation Nature of Directorship
1 Jayendra Harshad Desai Chairman* Non-Executive Independent Director
2 Amitabh Gajendra Thakore Chairman** Non-Executive independent Director
3 Minnie Aarasp Bodhanwala Member Non - Executive Director
4 Amol Arvind Samant Member Non-Executive Independent Director

* Mr. Jayendra Harshad Desai ceased to be a Chairman of StakeholdersRelationship Committee With

effect from 17.03.2020.

** Mr. Amitabh Gajendra Thakore become a Chairman of StakeholdersRelationship Committee with effect from 18.03.2020 (Circular resolution pass with majoritydated 19.03.2020)

The Committee reviews the performance of the Registrars and TransferAgent (RTA) and their system of dealing with the investors.

The Stakeholders Relationship Committee met two time during the periodunder review.

26. COST RECORDS

There is no requirement for Cost Audit & Cost Records as theCompany is not covered within the criteria for the same under Section 148 of the Act.

27. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODRthe Company has established Vigil Mechanism for Directors and employees to report genuineconcerns. Vigil Mechanism also provides adequate safeguard against victimization ofdirector(s) or employee(s) and also provides for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.

28. NO SIGNIFICANT OR MATERIAL ORDER PASSED

There were no significant and material orders passed by any Regulatoror Court or Tribunal impacting the going concern status and the Company's Operations infuture during the year under review.

29. REPORTING OF FRAUDS

There have been no instances of fraud reported by the StatutoryAuditors or Secretarial Auditor under section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government

30. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves.Hence no amount is transferred to reserves during the year under review

31. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the year underreview.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There are adequate Internal Control Systems operating in the Companywhich are commensurate with the size and operations of the Company. The Audit Committeesupervises the checks and control exercised and reports any suggestion or deviation on acontinuing basis. The Authority and responsibility of every employee is defined.

33. MEDIAN EMPLOYEE DETAILS

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available to any member on request.

34. INSURANCE

All the properties of the Company have been insured properly and theCompany has taken necessary general insurance.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all senior level employees in the course ofday-to-day business operations of the Company. The Code is laid down by the Board and isknown as "Code of Business Conduct"

The Code lays down the Standard Procedure of Business Conduct which isexpected to be followed by the Directors and designated employees in their businessdealings and in particular on matters relating to integrity in workplace in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement Personnel have confirmed compliance with the Code.

36. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARS:

In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standardson Meetings of Board of Directors effective from 01.10.2017) your Directors state thatthe Company has been compliant of applicable Secretarial Standards during the year underreview.

37. APPRECIATION

Your Directors wish to place on record their appreciation for thecontribution made by the employees at all levels but for whose hard work and supportyour Company's achievements would not have been possible.

Your Directors also wish to thank its customers dealers agentssuppliers; investors and bankers for their continued support and faith reposed in theCompany.