Your Directors hereby present the 48th Annual Report of your Company together withaudited financial statements for the year ended on March 31 2021.
Your Company's financial performance during the year ended March 31 2021 as comparedto previous financial year is summarized below:
|Particulars ||2020-21 ||2019-20 |
|Period ||12 months ||12 months |
|Revenue from Operations ||163148.40 ||157899.91 |
|Other Income ||1305.18 ||678.33 |
|Profit / (Loss) before Tax ||37607.38 ||(1349.81) |
|Tax Credit / (Expense) ||(9585.86) ||397.55 |
|Profit / (Loss) for the year ||28021.52 ||(952.26) |
|Other Comprehensive Income ||(72.11) ||(21.14) |
|Total Other Comprehensive Income for the year ||27949.41 ||(973.40) |
|Retained Earnings || || |
|Opening Balance ||49551.16 ||50948.56 |
|Add: || || |
|Total comprehensive income for the year ||27949.41 ||(973.40) |
|Less: || || |
|Dividends including dividend tax ||- ||(424.00) |
|Closing Balance ||77500.57 ||49551.16 |
|EPS (Basic ) ||159.34 ||(5.41) |
|EPS (Diluted ) ||159.34 ||(5.41) |
During the year under review total revenue from operations of your Company was163148.40 Lakhs as compared to 157899.91 Lakhs during previous financial year with anapprox. 3.3 % increase in the total revenue as compared to previous year. Your Company's Profitbefore Tax in financial year 2020-21 is 37607.38 Lakhs as compared to a Loss beforetax of 1349.81 Lakhs in previous year and the Total Comprehensive Income for thefinancial year 2020-21 was 27949.41 Lakhs as compared to (973.40) Lakhs in the previousyear.
The second wave of Covid-19 has badly hit the country post March 2021. With lockdowns/restrictions on movement imposed by the State Governments in the country due to secondwave of Covid-19 business of the Company may get affected in the first half of the year.Impact assessment of Covid-19 however is a continuous process given the uncertaintyassociated with its nature and duration. Company continues to monitor changes in economiccondition and is prepared to take measures to safeguard its business operations.
Your Company is having an active focused approach to ensure minimal impact during thiscrisis. The liquidity situation is under control and Company has implemented policies tocontrol and reduce all discretionary fixed costs. We continue our close association withKey OEM's in both Automotive and Household segments.
In the coming year we foresee a GDP growth of 8-10% driven by rebound in industry anddemand from rural areas due to a good agriculture season. We expect the automotivebusiness in both two-wheelers and four wheelers to remain strong for the coming year.Consumer spending on healthcare packaged goods and household goods like washing machineswater/air puri ers are expected to increase post lockdown and our product portfolio iswell positioned to cater to these applications.
We would expect crude other key raw material prices and exchange rates to stabilize inthe coming year. Further risks are constantly monitored and corrective measuresmitigating steps are planned out wherever necessary. An active focused approach helps usin ensuring minimal impact to the Company if any.
Considering the performance and to appropriately reward the Members while conservingresources to meet future financial requirements the Board of Directors recommends adividend of Rs 10/- per equity share of Rs 10 each (100%). This dividend is subject to theapproval of the Members at the forthcoming Annual General Meeting and if approved Memberswhose name appear on the register of Members on August 6 2021 will be entitled to thedividend.
TRANSFER TO RESERVES
The Company is not required to transfer any amount to its reserves and accordingly noamount is transferred to reserves during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) a Management Discussion andAnalysis Report forms part of this Report and is annefixed hereto.
A review of the performance and future outlook of the Company and its businesses aswell as the state of the a airs of the business along with the financial and operationaldevelopments have been discussed in detail in the Management Discussion and AnalysisReport which forms part of this Report.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement formspart of the Annual Report. The Company does not have any subsidiaries and hence is notrequired to publish Consolidated Financial Statements.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review:
1. Mr. Nitankumar Duggal was re-appointed as Whole-time Director by passing a SpecialResolution at the 47th Annual General Meeting of the Company held on August 27 2020 andthe details of his appointment are as follws:
|Name and designation of the Director ||Date and tenure of re-appointment ||Resolution No. |
|Re-appointment of Mr. Nitankumar Duggal as Whole-time Director of the Company.* ||w.e.f. August 31 2020 for a period of three years. ||4 |
|*Mr. Nitankumar Duggal resigned as a Director w.e.f. December 31 2020. || |
2. During the financial year 2020-21 following Directors were appointed as AdditionalDirectors who hold officeupto the ensuing Annual General Meeting and the Board recommendstheir appointment by the shareholders' approval at the ensuing Annual General Meeting:
|DIN ||Name of Director ||Category ||Appointed vide Board Resolution dated |
|08830690 ||Mr. Robbie Alphons Maria Buntinx ||Non-Executive and Non-Independent Chairman of the Board. ||August 13 2020 |
|00046815 ||Mr. Vinesh Prabhakar Sadekar ||Non-executive and Independent Director ||December 30 2020 |
|07533471 ||Mr. Sanjeev Madan ||CFO and Whole-time Director ||December 30 2020 |
The aforesaid appointments were made pursuant to the detailed evaluation by theNomination and Remuneration Committee members and their unanimous recommendation to theBoard. In respect of the appointment of Mr. Vinesh Sadekar as the new IndependentDirector the Board was of the opinion that he possesses the integrity expertise andexperience (including the pro ciency) required for an Independent Director.
O Retirement by rotation
Mr. Sanjiv Vasudeva Managing Director and CEO of the Company who retires by rotationand being eligible offers himself for re-appointment in terms of the Articles ofAssociation of the Company.
O Resignation / Cessation
During the year the following Directors resigned from the Board:
1. Mr. Stephen Mark Harrington as Non-Executive Chairman of the Board w.e.f. August28 2020 on taking over as CEO of INEOS Styrolution Group.
2. Mr. Nitankumar Duggal as Whole-time Director w.e.f. December 31 2020 on takingover as Head of Operations for APAC region excluding India.
With effect from December 31 2020 subsequent to the completion of his second term asIndependent Director Mr. Jal R. Patel retired as an Independent Director from the Boardand its various Committees.
The Board places on record its appreciation for the efforts and contributions from Mr.Stephen Mark Harrington as Chairman Mr. Jal R. Patel as Independent Director and Mr.Nitankumar Duggal as Whole-time Director of the Company.
The policy on Director's appointment and remuneration including criteria fordetermining quali cations positive attributes independence of Director and alsoremuneration for key managerial personnel and other employees forms part of the CorporateGoverance Report annefixed hereto.
MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY
During the financial year under review the Board of Directors duly met ve times. Thedetails of the Board meetings with regard to their dates and attendance of each of theDirectors thereat have been set out in the Corporate Goverance Report.
DECLARATION BY INDEPENDENT DIRECTORS
Ms. Ryna Karani Mr. Anil Shankar and Mr. Vinesh Sadekar are the Independent Directorsof the Company as on March 31 2021.
The Board of Directors of the Company hereby con rms that all the Independent Directorsduly appointed by the Company have given the certificate stating that they meet thecriteria of independence as provided under the Act and the Listing Regulations and theyhave registered their names in the Independent Directors' Databank.
Pursuant to the provisions of the Act and the Listing Regulations the formal annualevaluation has been carried out by the Board of its own performance and that of itscommittees Chairman of the Board and individual Directors through oral assessment as wellas collective feedback. The Board members were requested to evaluate the effectiveness ofthe Board dynamics and relationships information ow decision-making of the Directorsrelationship to stakeholders Company performance Company strategy and the effectivenessof the whole Board and its various committees.
Independent Directors were evaluated on the following performance indicators:
Ability to contribute to and monitor our Corporate Goverance practices;
Ability to contribute by best practices to address top-management issues;
Ability to actively contribute towards positive growth of the organization;
Ability to create positive image of the Company and help the Company wherever possible;
Commitment to the ful llment of a Director's obligations and fiduciaryresponsibilities including participation in Board and Committee Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 135(5) of the Act the Board ofDirectors of the Company con rms that:
i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the Company at the end of financial year and of the profit /loss of the Company for that period;
iii) they have taken proper and sufficient care for the maintance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they had laid down internal finance controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
The Audit Committee of the Board of Directors comprises of all Independent Directorsand is constituted as under:
|Name of the Director ||Position in Committee |
|Mr. Jal R. Patel Independent Director ||Chairman (retired w.e.f. December 31 2020) |
|Mr. Anil Shankar Independent Director ||Member (till December 31 2020) Chairman (w.e.f. January 1 2021) |
|Ms. Ryna Karani Independent Woman Director ||Member |
|Mr. Vinesh Sadekar Independent Director ||Member (appointed w.e.f. January 1 2021) |
The terms of reference of the Audit Committee details of meetings held during the yearand attendance of members are set out in the Corporate Goverance Report.
During the year under review the Board has accepted all recommendations of AuditCommittee and accordingly no disclosure is required to be made in respect ofnon-acceptance of any recommendation of the Audit Committee by the Board.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Directors are regularly informed during meetings of the Board and its Committees onthe activities of the Company its operations and issues faced by the petrochemicalindustries. The details of familiarization programs provided to the Directors of theCompany are available on the Company's website www.ineosstyrolutionindia.com.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company did not have any subsidiary companies associate companies or joint ventureduring the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and operations of the Company.
The Company has not accepted any deposit within the meaning of Sections 73 and 74 ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014 during the year underreview.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Sections 185 and 186 of the Act.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Act the unpaid and unclaimeddividend pertaining to the year ended on December 31 2013 which was lying in theCompany's separate unpaid dividend account and had remained unclaimed for a period ofseven years was transferred to the Investor Education and Protection Fund.
Pursuant to the provisions of Section 124(5) and 124(6) of the Act read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") and amendments thereto all shares on which dividendhas not been paid or claimed for seven consecutive years or more shall be transferred tothe demat account of the IEPF authority.
Your Company observes high standards of Corporate Goverance in all areas of itsfunctioning with strong emphasis on transparency integrity and accountability. Asrequired under the Listing Regulations a detailed report on Corporate Goverance alongwith the CEO and CFOfficertificate and a compliance certificate thereon from a practisingCompany Secretary forms part of this report as Annexure - I.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of Section 135 of the Act the Company hasconstituted a 'Corporate Social Responsibility (CSR) Committee' and has also framed a CSRPolicy. The details of the policy composition of the Committee CSR initiatives CSRspending during the year etc. have been provided as Annexure - II to this reportas required under the Companies (Corporate Social Responsibility Policy) Rules 2014 asamended from time to time.
The amount required to be spent on CSR activities during the year ended March 31 2021in accordance with the provisions of Section 135 of the Act was Rs 51.50 Lacs andyour Company had spent an amount of Rs 54.86 Lacs details of which are stated in Annexure- II.
The Company considers CSR as a part of its corporate philosophy and will strive toensure that the amounts are adequately spent to ensure compliance in true spirit. Theexcess amount spent under CSR may be treated as per Rule 7(3) of the Companies (CorporateSocial Responsibility Policy) Amendment Rules 2021.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure- III to this Report. Details of employee remuneration as required under provisions ofSection 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 form part of this Report. However thereports and accounts are being sent to the shareholders excluding the aforesaidremuneration. Any shareholder interested in inspection of the documents pertaining to theabove information or desiring a copy thereof may write to the Company Secretary.
RISK MANAGEMENT POLICY
The details of the Risk Management Policy adopted by the Board of Directors and detailsof the Risk Management Committee of the Board of Directors are mentioned in the CorporateGoverance Report.
PARTICULARS OF CONTRACTS AND AGREEMENTS MADE WITH RELATED PARTIES
All related party transactions which were entered into during the year under reviewwere on arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions entered into by the Company with thePromoters Directors or the Key Managerial Personnel who may have a potential conflictwith the interests of the Company.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act in the prescribed Form AOC-2 is provided as Annexure - IVforming part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement highlighting details of the conservation of energy technology absorptionand foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Actread with the Companies (Accounts) Rules 2014 is annefixed hereto as Annexure - Vand forms part of this report.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the statutory auditors under Section143(12) of the Act and rules framed thereunder either to the Company or to the CentralGovernment.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THEREPORT
There have been no material changes which have occurred between the end of financialyear till the date of this report affecting the financial position of the Company.
As required under Section 92(3) of the Act the Company has placed a copy of the annualreturn on its website and the same is available in the Investors Section on www.ineosstyrolutionindia.com.
Your Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge regional and industry experience age ethnicity race and gender which willhelp retain our competitive advantage. The Board of Directors has adopted the 'BoardDiversity Policy' which sets out the approach to diversity of the Board. The Boarddiversity policy is available on our website www.ineosstyrolutionindia.com.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal controls in place. It has documentedprocedures covering all financial and operating functions. These controls have beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations protecting assets from unauthorized use or lossescompliances with regulations and for ensuring reliability of financial reporting. TheCompany has continued its efforts to align all its processes and controls with global bestpractices in these areas as well.
The Audit Committee of the Board of Directors comprising of Independent Directorsregularly reviews the audit plans significant audit ndings adequacy of internalcontrols compliance with accounting standards as well as reasons for changes inaccounting policies and practices if any.
ENVIRONMENTAL HEALTH SAFETY AND PROTECTION
Your Company gives highest importance to Safety Health and Environment (SHE) andencourages and promotes safety awareness in true letter and spirit as an integral part ofits work culture.
Process Safety Management (PSM) is an integral part of all changes taking place in theprocess. Onsite emergency plans have been reviewed and updated by all divisions. Periodicmock drills are conducted at all divisions and reports indicate improved preparedness ofemployees.
To further strengthen the safety of overall operations and to promote a positive safetyculture and transparency your Company has introduced site specific behavioral basedsafety (BBS) process at all its manufacturing locations and substantially invested for theimprovement of process safety.
Apart from employees the contractors and workmen are also given exhaustive training onsafety rst-aid and re ghting. The Company has appointed and trained safety stewards topromote safety in all divisions. A green belt in and around all factory premises has beenmaintained to enhance the eco-friendliness. We conduct our operations responsibly with asustainable approach towards environment.
As required in terms of the IS I4489 for Safety Audit for Industries the SHE Policy ofthe Company is annefixed hereto as Annexure - VI and forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a policy on prevention of sexual harassment at workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules framed thereunder and Internal Committeeshave also been set up at all locations to redress complaints received regarding sexualharassment. During the year no complaint with allegations of sexual harassment wasreceived by the Company.
M/s. Deloitte Haskins & Sells Chartered Accountants (Registration No. 117365W)were appointed as the statutory auditors of the Company from the conclusion of 47th AnnualGeneral Meeting until the conclusion of 52nd annual general meeting of the Company andcontinue to be the statutory auditors.
The observations made by the auditors in their report read with the relevant notes tothe financial statements for the year ended March 31 2021 are self-explanatory and aredevoid of any reservation qualification or adverse remarks.
M/s. Devesh Pathak & Associates Practising Company Secretaries Vadodara wereappointed to conduct the secretarial audit of the Company for the financial year 2020-21in terms of the requirements of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 framed there under.The secretarial audit report received from M/s. Devesh Pathak & Associates isannefixed as Annexure - VII.
The Company is required to maintain the cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and accordinglysuch accounts and records are prepared and maintained by the Company.
Pursuant to Section 148 of the Companies Act 2013 the Board of Directors based on therecommendation of the Audit Committee has appointed M/s. Kailash Sankhlecha andAssociates (Firm's registration no. 100221) Cost Accountants as Cost Auditors of theCompany for the Financial Year 2020-21 for conducting the audit of the cost recordsmaintained by the Company for the various products as mandated by the Central Governmentat a remuneration as mentioned in the notice convening the Annual General Meeting of theCompany.
A resolution seeking members' rati cation for the remuneration payable to the CostAuditors for the financial year 2021-22 forms part of the notice of the 48th AnnualGeneral Meeting of the Company and the same is recommended for your consideration andapproval.
M/s. Kailash Sankhlecha and Associates have given their consent to act as Cost Auditorsand con rmed that their appointment is within the limits of the Section 139 of theCompanies Act 2013.
They have alsOfficertified that they are free from any disquali cations specified underSection 141 of the Companies Act 2013. The Audit Committee has also received acertificate from the Cost Auditor certifying their independence and arm's lengthrelationship with the Company.
As per the provisions of Section 177(9) of the Act read with clause 22(1) of theListing Regulations the Company is required to establish an effective vigil mechanism forDirectors and employees to report genuine concerns. The Company has a policy forprevention detection and investigation of frauds and protection of whistleblowers("Whistleblower Policy") in place and the details of the Company's WhistleblowerPolicy are provided in the Corporate Goverance Report annefixed hereto.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Our employees are the most valuable assets of the Company. We encourage innovationmeritocracy and the pursuit of excellence. The human resource development function of theCompany is guided by a spirit of corporate team building and dedication towardsstrengthening the Company's systems thereby improving e ciencies and registering growth.All personnel continue to have a healthy cordial and harmonious approach in problemsolving and enhancing Company value at all levels. Despite uncertain economic conditionsthe enthusiasm and unstinting efforts of the employees have enabled the Company tomaintain leadership in its business areas. The industrial relations during the yearremained cordial.
The Company has drawn up a comprehensive human resource strategy ("Human ResourceStrategy") which addresses key aspects of human resource development such as:
- Code of conduct and fair business practices.
- A fair and objective performance management system linked to the performance of thebusinesses.
- Creation of a common pool of talented managers across the organization with a view toincreasing their mobility through inter-company job rotation.
- Evolution of performance based compensation packages to attract and retain talentwithin the organization.
- Development of comprehensive training programs to impart and continuously upgrade theindustry / function specific skills etc.
EMPLOYEE BENEFIT MEASURES UNDERTAKEN DURING THE YEAR
In order to achieve a highly streamlined and productive organization a transparent anduniform HR policy with a well-de ned reporting structure and clear roles andresponsibilities has been put in place.
Necessary trainings based on identified needs have been set-up across all functions bythe respective heads of departments to enhance the knowledge and competencies of ouremployees and these keep getting updated and upgraded on a continuous basis. Otherinitiatives including an improvement of the working environment the automation of HRprocesses including the outsourcing of the payroll processor and the installation of a newattendance system have been implemented. Initiatives on improving employee engagement havebeen implemented with primary focus on employee health and welfare by enhancing themedical and term insurance facilities.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of mandatory SecretarialStandards SS-1 and SS-2 issued by the Institute of Company Secretaries of India duringthe year under review.
INSOLVENCY AND BANKRUPTCY CODE 2016
No application or proceeding was initiated in respect of the Company in terms ofInsolvency and Bankruptcy Code 2016.
CODE OF CONDUCT
The Company has suitably laid down the Code of Conduct for all Board members and seniormanagement personnel of the Company. The declaration by CEO of the Company relating to thecompliance of aforesaid Code of Conduct forms part of the Annual Report.
We thank our customers vendors dealers investors business partners and bankers fortheir continued support during the year. We also place on record our appreciation of thecontribution made by our employees at all levels whose hard work solidarity cooperationand support has helped the Company to sustain during these tough times.
| ||For and on behalf of the Board |
| ||Mr. Robbie Alphons Maria Buntinx |
|May 19 2021 ||Chairman |
|Vadodara ||DIN: 08830690 |