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Axel Polymers Ltd.

BSE: 513642 Sector: Industrials
NSE: N.A. ISIN Code: INE197C01012
BSE 00:00 | 01 Jul 40.25 -1.20
(-2.90%)
OPEN

39.75

HIGH

42.95

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39.75

NSE 05:30 | 01 Jan Axel Polymers Ltd
OPEN 39.75
PREVIOUS CLOSE 41.45
VOLUME 1223
52-Week high 61.70
52-Week low 16.40
P/E 37.27
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 39.75
CLOSE 41.45
VOLUME 1223
52-Week high 61.70
52-Week low 16.40
P/E 37.27
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Axel Polymers Ltd. (AXELPOLYMERS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their 29th Board's Report togetherwith the Audited Financial Statements for the Financial Year ('FY') ended 31stMarch 2021.

1. THE STATE OF COMPANY'S AFFAIRS

i. FINANCIAL SUMMARY/HIGHLIGHTS

The Summary of the financial performance of the Company for the year-ended 31.03.2021compared to the previous year is as follows:

(Rs. in Lakhs.)

Particulars 2020-2021 2019-2020
Revenue from Operations 2304.13 2289.84
Other Income 1.42 2.10
Total Income 2305.55 2291.19
Profit/(Loss) before Depreciation and Tax 49.29 44.22
(Less): Depreciation (36.97) (36.33)
Profit/(Loss) before Tax 12.33 7.88
Add/(Less): Tax Expenses - -
i. Current Tax 2.28 1.04
II. Deferred Tax (6.53) (1.48)
Net Profit/(Loss) for the year 18.86 9.36
Other Comprehensive Income for the Year (Net of Tax) (1.99) 3.63
Add/(Less): Balance Brought Forward (231.10) (236.82)
BALANCE CARRIED FORWARD TO BALANCE SHEET (210.25) (231.10)

During the year under review your Company posted a total income of Rs. 2305.55 Lacs asagainst Rs. 2291.19 lacs in the previous year; posting marginal increase of 0.62%. Theglobal pandemic and domestic lockdown compelled the Company to shut the Companies'operations for nearly 3 months. Situation was deteriorating and "Work from Home"was implemented.

The global business sentiment in the last financial year was at its bottom. The entirefocus was on saving lives controlling the pandemic and creating sustainable businessenvironment. There was heavy financial pressure on the manufacturing sector; funds werenot being realised in time liabilities were mounting due to import cycles beingdisturbed commercial terms were turning from Credit to Advance payments. It was onlyafter September 2020 that business started looking up. Demand picked up but payments werestill a concern. Raw Material availability was shrinking and prices were rising. YourDirectors made their earnest efforts focused to keep the operations afloat.

ii. COVID 19 PANDEMIC APPROACH & IMPACT

The world is still continuing to face the greatest threat to life and livelihood due tothe Covid-19 pandemic. This is impacting the global economy and all of its citizens.

India was relatively successful in managing the first wave of the pandemic outbreak butunfortunately the second wave of Covid-19 is spreading the virus much more rapidly acrossIndia including the rural areas which were relatively less impacted in the first wave. Weare cautious and hopeful that with an allout effort we will be able to overcome thechallenging situation the country is facing.

The Indian GDP after a steep fall of 24.4% and 7.3% in Q1 and Q2 of FY 2020-21respectively showed nominal recovery in Q3. This recovery trend is an effect of theefforts undertaken by the Government in minimizing the impact of Covid-19 on the economy.But the second wave of the Covid-19 pandemic struck

India with unforeseen fury and it will compound the misery of repeated economicdisruptions and slowdowns over the past year.

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges. The physical and emotionalwellbeing of employees and stakeholders continue to be the top priority for the Companywith several initiatives to support the society during the pandemic. During this ongoingpandemic the Company followed all the guidelines Issued in this regard by the respectiveStates and the Central Government with regard to the operations and safety of people. Thestrict standards of physical distancing and hygiene were enforced.

In order to manage the uncertainty and effects of the unprecedented event the Companyimplemented the guidelines issued by the government / local authorities. In additionstandard operating procedures were put in place. In order to maintain business continuityand revive operations partial production commenced after the ease of guidelines. Therewere issues associated with the pandemic in terms of supply chain labour as well asfiscal disruptions. The Company adapted to the New Normal situation and was able tooptimise / ensure steady cash flows and continuity of operations.

However the impact assessment of Covid-19 is a continuing process given theuncertainty associated with its nature and durations. The Company will continue to monitorany materials changes as the situation evolves.

iii. SCHEME OF AMALGAMATION:

As you are aware a Scheme of Arrangement pursuant to the provisions of Section 230 toSection 232 as well as other provisions applicable if any of the Companies Act 2013for the Amalgamation of Dhara Petrochemicals Private Limited ('DPPL') with your Companyi.e. Axel Polymers Limited ('APL') was approved by the Shareholders Secured Creditors andUnsecured Creditors at their respective meetings held on 17th February 2021.Thereafter petition was filed for approval of the scheme of amalgamation with Hon'bleNational Company Law Tribunal Ahmedabad Bench ('NCLT') on 1st March 2021which was then admitted by NCLT on 30th March 2021. Order of NCLT grantingapproval to the scheme is awaited.

2. SHARE CAPITAL

There has been no change in the share capital of the Company during the year underreview. As on 31st March 2021 the paid-up share capital of your Company stood at Rs.43000000/- comprising 4300000 Equity shares of Re.10 each fully paid.

The Company has during the year under review neither issued any Equity shares withdifferential voting rights nor any shares (including sweat equity shares) to its employeesunder any scheme.

3. DIVIDEND

In view of the carried forward losses of the Company your directors do not recommenddividend for the year.

4. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

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

5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

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

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

No Material changes and Commitments affecting the financial position of the Companyhave occurred between the end of financial year to which this financial statement relatesand the date of this report and hence not reported.

7. ANNUAL RETURN

Annual Return as required under Section 92(3) read with Section 134(3)(a) of theCompanies Act 2013 ('the Act') is available at web link/web address athttp://axelindia.com/mgt9.html

8. DIRECTORS:

(A) Details of Appointment/resignation of Directors and Key Managerial Personnel

Mr. Gaurav Thanky was reappointed as a Retiring Director as well as Managing Directorof the Company and Mr. A. B. Bodhanwala was reappointed as a Director-CFO of the Companyby the members at their 28th Annual General Meeting held on 28thAugust 2020. There was no other change in the Directors and Key Managerial Personnelduring the financial year 2020-21.

(B) Statement on declaration given by independent directors under Section 149(6) of theAct

The Board of Directors hereby declares that all the independent directors dulyappointed by the Company have given the declaration and they meet criteria of independenceas provided under Section 149(6) of the Act.

(C) A statement with regard to integrity expertise and experience of independentdirectors

Your Directors are of the opinion that Independent Directors of the Company are of highintegrity and suitable expertise as well as experience (including proficiency)

(D) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board its Committeesand individual Directors; which include criteria for performance evaluation of executivedirectors and non-executive directors. The Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its committee. The Board of Directors has expressed their satisfaction withthe evaluation process.

9. NO. OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2020-21 seven meetings of the Board of Directors were held.

10. DIRECTORS TRAINING & FAMILIARIZATION

The Directors are regularly informed during the meetings of the Board and theCommittees of the activities of the Company its operations and issues facing the PolymerIndustry. 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 Independent Directors

> Business Development Strategy and Plans

> Changes brought in by the introduction of the Securities Exchange Board of India(Prohibition of Insider Trading) Regulations 2015

> New SEBI Regime - Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

(a) In the preparation of the annual accounts for the year ended on 31.03.2021 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 as at the end of the financial year2020-2021 and of the profit 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 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 applicable laws and that such systems were adequate and operating effectively.

12. AUDITORS

A. STATUTORY AUDITORS

The Company at its 26th AGM held on 27th September 2018appointed M/S Mukund & Rohit Chartered Accountants Vadodara having firm registrationno. 113375W as Statutory Auditors of the Company to hold office up to the conclusion of 30thAGM. The Company has obtained necessary certificate under Section 141 of the Act conveyingtheir eligibility for being the Statutory Auditors of the Company for the year 2021-22.

B. SECRETARIAL AUDITORS

M/s. Devesh Pathak & Associates Practising Company Secretaries Vadodara wereappointed as Secretarial Auditors to carry out Secretarial Audit of the Company Pursuantto Section 204 of The Companies Act 2013 and rules framed thereunder for the FinancialYear 2020-21. The Secretarial Audit Report has been annexed to this Report as per AnnexureI.

C. INTERNAL AUDITORS

Mrs. Pooja Mehta Chartered Accountant Mumbai has been appointed as an InternalAuditor of the Company in terms of Section 138 of The Companies Act 2013 and rules framedthereunder for the Financial Year 2021-22 by the Board of Directors upon recommendationof the Audit Committee.

Explanation or Comments on disqualifications reservations adverse remarks ordisclaimers in the Auditor's Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in theirrespective reports have made any qualifications reservations adverse remarks ordisclaimers. Accordingly no explanations/ comments thereon are required to be furnished.

13. LOANS GUARANTEES OR INVESTMENTS

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

However the aggregate of loans and advances granted as also investments made if anyare within the limits of section 186 of the Act.

14. RELATED PARTY TRANSACTIONS

The Particulars of contracts or arrangements entered into by the Company with RelatedParties referred to in sub-section (1) of Section 188 of the Act in the prescribed FormAOC-2 is enclosed as Annexure - 2.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

The Particulars as prescribed in section 134(3)(m) of the Act read with 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 of energy: - NIL

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

Power & Fuel Consumption- Electricity 2020-2021 2019-2020
Consumed Quantity units 1321072 1470444
Amount Rs. (in Lacs) 9505501 108.43
Rate/Unit Rs. 7.20 7.37
Production Quantity M. T 4031.604 4924.717
Power Cost Per Kg. of Production Rs. 2.35 2.20

(B) Technology Absorption

The Company continues to lay emphasis on development and innovation of in-housetechnology and technical skill to meet customer requirements. Efforts are also continuingfor improving productivity and quality of products and continue to keep pace with theadvances 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. (In Rs.

Particulars 2020-2021 2019-2020
Foreign Exchange Earned 0.00 0.00
Foreign Exchange Spent 0.00 Rs. 1503637/-

16. RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company.However the Company has adopted a Risk Management policy in accordance with theprovisions of the Act.

17. 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

18. DEPOSITS

The Company has neither accepted nor renewed any deposit within the meaning of theCompanies (Acceptance of Deposits) Rules 2014.

19. CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall in any of the criteria mentioned in section 135(1) ofthe Act provisions of Section 135 of the Act and rules framed there under relating tocorporate social responsibilities are not applicable to the Company. Hence no details inthe regard have been furnished.

20. PARTICULARS OF EMPLOYEES

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

21. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) 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 and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The summary of sexual harassment complaints received anddisposed off during the financial year 2020-21 is as under:

- Number of Complaints Received NIL

- Number of Complaints Disposed off NIL

22. ANNUAL EVALUATION

Pursuant to the Section 134(3)(p) and other applicable provisions if any of the Actand Regulation 17(10) and other applicable regulations if any of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('LODR') the Board has carriedout an annual evaluation of its own performance its committees and the directorsindividually.

23. CORPORATE GOVERNANCE REPORT

In view of Paid up Capital and Net worth of the Company being less than Rs. 10 Croresand Rs. 25 Crores respectively Corporate Governance Report as prescribed in Clause C ofschedule V to LODR is not required to be included in the Annual Report in terms ofRegulations 27(2) of LODR.

24. CERTIFICATIONS AND DECLARATIONS

The certificate issued by the Managing Director and Executive Director cum CFO of theCompany with regards to certification on Audited Financial Statements of the Company forfinancial year 2020-21 in accordance with the Provisions of Regulation 17(8) of ListingRegulations is attached as Annexure 4A and forms part of this Annual Report.

The declaration by Chairman of the Company relating to compliance of Code of Conduct byall Board Members and Senior Management Personnel of the Company in accordance with theprovisions of Regulation 17(5) of Listing Regulations is attached as Annexure 4B and formspart of this Annual Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Para B of Schedule Vof LODR is attached as Annexure - 3.

26. COMMITTEE COMPOSITION AUDIT COMMITTEE

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

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

The Audit Committee met five times during the period under review. The role terms ofreference as well as power of the Audit Committee are in accordance with the provisions ofRegulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

During the year The Board has accepted all recommendations of the Audit Committee andaccordingly; no disclosure is required to be made in respect of non-acceptance of anyrecommendation of the Audit Committee by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee is in line with theprovisions of Section 178 of the Act read with Regulation 19 of SEBI (LODR) Regulations2015 as below.

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

The Nomination and Remuneration Committee met once time during the period under review.The powers role and terms of reference of the Nomination and Remuneration Committee coverthe areas as contemplated under Regulation 19 of LODR and Section 178 of the Act andRules and Regulations framed thereunder besides other terms as may be referred by theBoard of Directors

REMUNERATION POLICY

Pursuant to provisions of the Act the Nomination and Remuneration Committee (NRC) ofyour Board has formulated a Remuneration Policy for the appointment and determination ofremuneration of the Directors Key Managerial Personnel Senior Management and otheremployees. The NRC has developed criteria for determining the qualification positiveattributes and independence of Directors and for making payments to Executive andNon-Executive Directors. The remuneration policy of the Company can also be seen at thewebsite of the Company i.e. www.axelindia.com.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in line with theprovisions of Section 178(5) of the Act read with Regulation 19 of SEBI (LODR)Regulations 2015 as below.

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

The Stakeholders Relationship Committee met once time during the period under review.The powers role and terms of reference of the Nomination and Remuneration Committee coverthe areas as contemplated under Regulation 19 of LODR and Section 178 of The Act andRules and Regulations framed thereunder besides other terms as may be referred by theBoard of Directors.

27. COST RECORDS

There is no requirement for Cost Audit & Cost Records as the Company is notcovered within the criteria for the same under Section 148 of the Act.

28. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR the Company hasestablished Vigil Mechanism for Directors and employees to report genuine concerns. VigilMechanism also provides adequate safeguard against victimization of director(s) oremployee(s) and also provides for direct access to the chairperson of the Audit Committeein appropriate and exceptional cases.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by any Regulator or Court orTribunal impacting the going concern status and the Company's Operations in future duringthe year under review.

30. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under section 143(12) ofthe Act and Rules framed there under either to the Company or to the Central Government.

31. TRANSFER TO GENERAL RESERVE

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

32. CHANGE IN THE NATURE OF BUSINESS

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

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

There are adequate Internal Control Systems operating in the Company which arecommensurate with the size and operations of the Company. The Audit Committee supervisesthe checks and control exercised and reports any suggestion or deviation on a continuingbasis. The Authority and responsibility of every employee is defined.

34. MEDIAN EMPLOYEE DETAILS

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be made available to any member on request.

35. INSURANCE

All the assets of the Company have been adequately insured and the Company has takennecessary general insurance to ensure its security.

36. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all senior level employees in the course of day-to-day businessoperations of the Company. The Code is laid down by the Board and is known as "Codeof Business Conduct"

The Code lays down the Standard Procedure of Business Conduct which is expected to befollowed by the Directors and designated employees in their business dealings and inparticular on matters relating to integrity in workplace in business practices and indealing with stakeholders. All the Board Members and the Senior Management Personnel haveconfirmed compliance with the Code.

37. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings ofBoard of Directors effective from 01.10.2017) your Directors state that the Company hasbeen compliant of applicable Secretarial Standards during the year under review.

38. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible.

Your Directors also wish to thank its customers dealers agents suppliers; investorsand bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of
Axel Polymers Limited
Sd/-
Date: 29.06.2021 B.K. Bodhanwala
Place: Mokshi Chairman
DIN:00421717

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