DUTRON POLYMERS LIMITED
Your directors are delighted to present the report on your company's business andoperations for the year ended on 31st March 2018.
OPERATING RESULTS AND BUSINESS
The performance of the Company during the year 2017-18 is summarized below:
| ||2017-18 ||2016-17 |
| ||( Rs in Lakh) ||( Rs in Lakh) |
|Profit before Depreciation & Taxation ||375.98 ||429.64 |
|Depreciation ||96.39 ||153.94 |
|Provision for Taxation ||98.06 ||92.41 |
|Exceptional Items || ||-- |
|Net Profit after Tax ||181.53 ||183.29 |
|Profit Available for Appropriation ||311.91 ||288.27 |
|Proposed Dividend ||84.00 ||84.00 |
|Transfer to General Reserve ||50.00 ||50.00 |
Your Company's total revenue has grown 11.09% compared to previous year. Net profit hasdeclined 0.96% to Rs 181.53 Lakh mainly due to decreased margins. Earnings pershare came to Rs 3.03 during the year review.
Your directors recommend a dividend @ 14% on 6000000 equity shares of Rs 10each for the year ended 31st March 2018 which will be free of tax in the hands ofshareholders.
During the year the Company has not accepted any deposits from the public exceptdeposits from directors & shareholders as at 31.03.2018 amounting to Rs 79806953.The Company has filed a statement in lieu of advertisement with the Registrar ofCompanies Gujarat.
All the assets of the Company including inventories building plant & machineriesare adequately insured.
Pursuant to the provisions of the Companies Act 2013 Shri Mitesh C. Shah and ShriSudip B. Patel Directors of the Company retire at the ensuing Annual General Meeting ofthe Company and are eligible for reappointment. The Board recommends their reappointmentas Directors of the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act 2013 is attachedherewith to the report. The evaluation includes evaluation of board as a whole individualdirector and of every committee of board.The evaluation framework for assessing theperformance of Chairman Directors Board and Committees comprises inter-alia of thefollowing parameters:
a. Directors bring an independent judgment on the Board's discussions utilizing hisknowledge and experience especially on issues related to strategy operationalperformance and risk management.
b. Directors contribute new ideas/insights on business issues raised by Management.
c. Directors anticipate and facilitate deliberations on new issues that Management andthe Board should consider.
d. The Board / Committee meetings are conducted in a manner which facilitates opendiscussions and robust debate on all key items of the agenda.
e. The Board receives adequate and timely information to enable discussions/decisionmaking during Board meetings.
f. The Board addresses interests of all stakeholders of the Company.
g. The Committee is delivering on the defined objectives.
h. The Committee has the right composition to deliver its objectives.
M/s. Manthan M. Shah and Associates Chartered Accountants Ahmedabad; the statutoryAuditors of the Company has been appointed to hold office till the conclusion of 41stAnnual General meeting. Hence they are not subject to reappointment at current annualgeneral meeting in the light of Companies (Amendment) Act 2017.
The observations made in the Auditors Report are self-explanatory and therefore neednot require any further comments by the Board of Directors.
SECRETARIAL AUDIT REPORT
In pursuant to Section 204 of the Companies Act 2013 the Board attaches herewith thesecretarial audit report issued by practicing company secretary in Annexure A to thisreport. There are no remarks or comments in said report which requires clarifications bythe Board.
ABSTRACTS OF ANNUAL RETURN
In pursuant to requirement of 93(3) of the Companies Act 2013 the abstract of annualreturn is attached herewith in Annexure of the report in prescribed Form No. MGT - 9.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed 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;
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; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year there were no employees within the organization who were in receiptof remuneration exceeding Rs 6000000 p.a. or if employed for part of the yeardrawing remuneration in excess of Rs 500000 p.m. as prescribed.
RISK MANAGEMENT POLICY
The Risk management policy of the company has been discussed in detail in theManagement Discussion & Analysis Report which forms part of this Directors' Reportattached with Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no contracts or arrangements entered by the Company with related partiesreferred to in sub section (1) of section 188 of the Companies Act 2013.
The Company has generally implemented the procedure and adopted practices in conformitywith the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreementwith the Stock Exchanges. The Management Discussion & Analysis and CorporateGovernance Report are made a part of the Annual Report. A Certificate from the Auditorsregarding compliance of the conditions of the Corporate Governance is given in Annexurewhich is attached hereto and forms part of Directors' Report.
NUMBER OF BOARD MEETINGS
During the year the company had conducted total 14 Board Meetings. Notice for themwere given properly and due quorum was present at above meetings. The dates of meetingsare 5th April 2017; 27th May 2017; 10th June 2017; 20th June 2017; 8th August 2017;21st August 2017; 19th September 2017; 25th September 2017 (AGM); 1st November 2017;1st December 2017; 17th January 2018; 3rd February 2018; 12th February 2018 and 20thMarch 2018.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed nomination and remuneration committee as required under section178(1) of the Companies Act 2013. The company has disclosed policies as required under178(3) of the Companies Act in its Corporate Governance Report forming part of Directors'Report.
The Board has constituted Audit Committee as required under section 177(1) of theCompanies Act 2013. The Composition of the same has been disclosed in CorporateGovernance Report forming part of Directors' Report. During the year the Board has agreedto all recommendations of the audit committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is responsible corporate citizen of our country and is concerned about itssocial responsibility. It is not mandated u/s 135 of the Companies Act 2013 to contributeits profit towards CSR. However the Company will contribute voluntarily when it hassubstantial profit and finds a good cause to help.
Your Directors would like to take this opportunity to express sincere thanks toCompany's valued clients and customers for their continued patronage. The Directorsexpress their deep sense of appreciation to all the employees for their commitment andinitiative for Company's growth. Finally the Directors wish to express their gratitude tothe Members for their trust and support.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
|Place : Ahmedabad ||S. B. PATEL |
|Date : 30th July 2018 ||Chairman |