Your Directors have pleasure in presenting the Boards Report of your Companytogether with the Financial Statements for the financial year ended on 31.03.2017.
1. FINANCIAL & OPERATIONAL RESULTS
The Summary of the financial performance of the Company for the year ended 31.03.2017compared to the previous year is as below:
|Particulars ||2016-17 ||2015-16 |
|Revenue from operations ||2194.15 ||1853.05 |
|Other Income ||27.37 ||8.02 |
|Total Income ||2221.52 ||1861.07 |
|Profit/(Loss) before Depreciation and Tax ||45.36 ||39.90 |
|(Less): Depreciation ||(21.30) ||(24.63) |
|Profit/(Loss) before Tax ||24.06 ||15.27 |
|Add/(Less): Tax Expenses || || |
|i. Current Tax ||3.99 ||NIL |
|ii. Deferred Tax ||NIL ||NIL |
|Net Profit/(Loss) for the year ||20.06 ||15.27 |
|Add/(Less): Balance Brought Forward ||(354.03) ||(369.30) |
|Add/(Less): Capital Investment Subsidy ||25.00 ||25.00 |
|Balance carried forward to Balance Sheet ||(308.96) ||(329.02) |
During the year under review total revenue of Rs. 2221.52 Lacs as against Rs. 1861.07lacs in the previous year exhibits a growth of about 19.50 %. Net profit of Rs. 20.06/-Lacs as against Rs. 15.27/- Lacs in the previous year also exhibits a growth of about 31%; which can be mainly attributed to increase in total revenue.
By keeping in view the carry forward losses of the Company your Directors do notrecommend any dividend.
3. 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.
4. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend the Company was not required to transferany amount to Investor Education & Protection Fund during the year under review.
5. MATERIAL CHANGES AND COMMITMENTS
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.
6. 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 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 as per Annexure-1.
7. MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR AND APPOINTMENT/ CESSATION OFDIRECTORS OR KMP
During the Financial Year 2016-17 five meetings of the Board of Directors of theCompany were held. In terms of section 152 and other applicable provisions if any of theCompanies Act 2013 (the Act') Mr. B.K. Bodhanwala retires by rotation at thisAnnual General Meeting and being eligible offers himself for re-appointment.
The Board recommends re-appointment of Mr. B.K. Bodhanwala who in opinion of the Boardfulfills the conditions for reappointment specified in the Act and rules made thereunder
8. 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 31st March 2017the applicable accounting standards had been followed along with proper explanationrelating 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 the end of the financial year 20162017 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.
A. STATUTORY AUDITORS
M/s. Shah& Bhandari Chartered Accountants Vadodara retires at the ensuing Annualgeneral Meeting pursuant to Sec 139 of the Act read with Rule 6 (2) of the Companies(Audit & Auditors) 2014. In line with the recommendations made by the Audit Committeethe Board of Directors have recommended appointment of M/S Mukund & Rohit CharteredAccountants as Auditors in place of M/S Shah & Bhandari Chartered Accountantsretiring Auditors to the members ij forthcoming Annual General Meeting. They havefurnished their consent & requisite certificate pursuant to the Act in respect oftheir proposed appointment.
B. SECRETARIAL AUDITORS
M/s. Devesh Vimal & Co. Company Secretaries Vadodara were appointed asSecretarial Auditors for conducting secretarial audit for the Financial Year 2016-17 andthe report is annexed herewith for your kind perusal and information as per Annexure-2
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.
10. 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.
11. 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 per Annexure 3.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO
The particulars as prescribed in section 134(3)(m) of the Companies act 2013 read withthe Companies (Accounts) Rules 2014 are as follows.
(A) Conservation of Energy
(i) steps taken or impact on conservation of energy:- NIL
(ii) steps taken by the Company for utilizing alternate sources of energy:- NIL
(iii) capital investment on energy conservation equipments:- NIL
|Power & Fuel Consumption- Electricity ||2016-17 ||2015-16 |
|Consumed Quantity units ||1178915 ||1216260 |
|Amount Rs.(in Lacs) ||83.51/- ||88.75/- |
|Rate/Unit Rs. ||7.08 ||7.30 |
|Production Quantity M.T ||3418.571 ||3875.824 |
|Total Power Cost Rs. .(in Lacs) ||83.51/- ||88.75/- |
|Power Cost Per Kg. of Production Rs. ||2.44/- ||2.29/- |
(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
There were no foreign exchange earnings or outgo during the year under review.
13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
Risk affects every organization by one way or other. Thus planning to handle such riskin future is of vital importance for every organization. Your Company always focuses onidentifying and monitoring the risk and to take precautionary steps for risks affecting toyour Company. There are certain risks like Price Risk Government Policies HumanResource Competition etc. and have planned to manage such risk by adopting bestmanagement practices.
14. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company
|1. Mr. Aarasp Bejan Bodhanwala ||Managing Director |
|2. Mr. Bejan Kavasji Bodhanwala ||Chairman & Whole- time Director |
|3. Mr. Gaurav Surendrakumar Thanky ||Director & Chief Financial Officer |
|4. Mr. Shailesh Bharvad ||Company Secretary |
|15. DEPOSITS || |
The Company has not accepted / renewed any deposit within the meaning of the Companies(Acceptance of Deposits) Rules 2014.
16. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall in any of the criteria of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.
17. 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 Companies Act 2013 read with Rule 5(2) and5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
18. 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 year2016-2017 is as under:
- Number of Complaints Received NIL
- Number of Complaints Disposed off NIL
19. 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 hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Nomination and Remuneration Committee.
20. CORPORATE GOVERNANCE REPORT
In view of Paid up Capital and Net worth of the Company being lesser than Rs. 10 Croresand Rs. 25 Crores respectively Corporate Governance Report as prescribed in Clause C ofschedule V to LODR is not included in the Annual Report in terms of Regulations 15(2) ofLODR.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Para B of Schedule Vof LODR is attached as Annexure-4.
22. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Amitabh Thakore and Mr. Prashant Walvekar were the Independent Directors of theCompany as on 31st March 2017 pursuant to the provisions of Section 149(10) of the Act.
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 Act.
23. COMMITTEE COMPOSITION
The Composition of the Audit Committee is in line with the provisions of Section 177 ofthe Act read with Regulation 18 of LODR. The Committee comprises of Independent Directorswith Mr. A.G. Thakore as Chairman and Mr. Prashant Walvekar as Member as well asNon-Executive Director Mrs. M.A. Bodhanwala as Member
The Audit Committee met four times during the period under review.
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 LODR. The Committeecomprises of Independent Directors with Mr. A.G. Thakore as Chairman and Mr. PrashantWalvekar as Member as well as Non-Executive Director Mrs. M.A. Bodhanwala as Member.
The Nomination and Remuneration Committee met two times during the period under review.
Remuneration to Executive Directors
The Executive Directors are paid annual Remuneration as under.
|Mr. A.B. Bodhanwala ||Managing Director ||Rs. ||1500000/- |
|Mr. B.K. Bodhanwala ||Chairman& Whole-Time Director ||Rs. ||300000/- |
|Mr. G.S. Thanky ||Director & CFO ||Rs. ||1200000/- |
Remuneration to Non-Executive Directors
The Other Non-Executive Directors are not paid any Remuneration.
INVESTOR GRIEVANCES COMMITTEE
The Investor Grievances Committee has been constituted and functioning. Mr. B.K.Bodhanwala is the Chairman and Mrs. Minnie A. Bodhanwala is member. The Committee dealswith all transfers transmission etc. as required from time to time and all matterspertaining to Investor Complaints.
The Committee reviews the performance of the Registrars and Transfer Agent (RTA) andtheir system of dealing with the investors.
24. COST AUDIT
There is no requirement for Cost Audit as the Company does not fall in the criteria forthe same.
25. VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act 2013 and Regulation 22(1) of LODRthe Company has been engaged in formulation of Vigil Mechanism for Directors and employeesto report genuine concerns and made provisions for direct access to the chairperson of theAudit Committee.
26. NO SIGNIFICANT OR MATERIAL ORDER PASSED
There were no significant and material orders passed by any Regulator or Court orTribunal impacting the going concern status and Company's Operations in future during theyear under review.
27. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
28. 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.
29. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business during the year under review.
30. 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.
31. 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.
32. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day-to-day business operations ofthe Company. The Code is laid down by the Board is known as "Code of BusinessConduct" which forms appendix to the Code.
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 work place in business practices and indealing with stakeholders. All the Board Members and the Senior Management Personnel haveconfirmed compliance with the Code.
The whole properties of the Company have been insured properly and the Company hastaken necessary general insurance.
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.
B.K.Bodhanwala Chairman DIN: 00421717
|Date: 05.08.2017 |
|Place: ||Mokshi |