To the Members
Your Directors present their 32nd Annual Report together with the AuditedStatement of Accounts of the Company for the financial year ended 31st March2022.
| || ||(Rs in Lakhs) |
|particulars ||2021-22 ||2020-21 |
|SALES AND OTHER Income ||13113.80 ||8483.36 |
|profit before interest depreciation TAXES & exceptional items ||983.92 ||551.52 |
|INTEREST ||239.62 ||263.97 |
|depreciation ||225.81 ||232.66 |
|exceptional items ||391.00 ||- |
|profit/ (LOSS) BEFORE TAX ||127.49 ||54.89 |
|TAX EXpENSES ||21.46 ||23.37 |
|pROFIT/ (LOSS) AFTER TAX ||106.09 ||31.47 |
|profit available for appropriation ||106.09 ||31.47 |
OPERATIONS AND FINANCIAL PERFORMANCE:
The revenue of the Company for the FY 2021-22 is Rs. 13113.80 lakhs increasing by 54.58% over the previous year revenue of Rs. 8483.36 lakhs on account of reduced finance costand improved sales due to return of normalcy of business. The PBT for the FY 2021-22 isRs. 127.49 lakhs against Rs. 54.89 lakhs for FY 2020-21. The PAT of the Company for FY2021-22 is Rs. 106.09 lakhs up by 237% over the previous year PAT of Rs. 31.47 lakhs inFY 2020-21. The detail overview of the Company performance in the financial year 2021-22is given in Annexure-I to the Directors Report - Management Discussion and AnalysisReport.
The trading division of the Company which is into polymer raw material sales hasrecorded higher sales during the FY 2021-22 compared to the previous year in spite of thestiff competition in pricing from new players in the market and prevailing uncertainmarket post lifting of Lockdown. The revenue from the trading division of company in FY2021-22 is Rs.295.75 lakhs higher by 6.98 % against the previous year commission of Rs.276.46 lakhs in FY 2020-21.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with section 152 of the Companies Act 2013 Sri GPN Gupta (DIN: 00086174)will retire by rotation at this ensuing Annual General Meeting. He being eligible offershimself for re-appointment. The subject forms part of the ordinary business in the Noticeof the 32nd Annual General Meeting.
Shri. G.S. Rajasekar (DIN: 00086002) Nonexecutive director was appointed as anAdditional Director on board meeting held on 14th August 2021 after accordingrecommendation from Nomination and remuneration committee. The term of his office is onlyupto the ensuing Annual General Meeting. The company has received his candidature forappointment as director in the ensuing 32nd Annual General Meeting andcomplying with other requirements under section 160 of the Companies Act 2013.
The Board of Directors wish to conserve resources for future expansion and growth ofthe Company. Hence your Directors have decided not to declare any dividend for thefinancial year ended 31st March 2022.
UNPAID / UNCLAIMED DIVIDEND:
In compliance with the provisions of Section 124 of the Companies Act 2013 an d rulesmade thereunder the doropany had transferred all the unclaimed dividends to InvestorEducation and Protection Fund and there is no unclaimed dividends lying in the Company'sUnpaid Dividend Account.
TRANSFER TO RhSERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013:
For the financial year ended 31st March 2022 the Company has proposed tocarry an amount of Rs.5.82 Lakhs do General Reserve Account.
commission received by director from holding or subsidiary company:
The Company neither has any holding nor has any subsidiary comiuany thereforedisclosure under Section f97 (14) oh the Companies Act 2013 notapplicable.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecfing the financial position ofthe Company occurred between the end of the financial year to which this; financialstatements relate and the date of this report.
ANNUAL EVALUATION OF BOARD'S pERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 rnn SEBI Guidance note on Boa rdevalu ation issued by SEBI vide its circular dated January 5 2017 the annual performanceevaluation of its Board the directors individually and Committees of the board viz.Audit and Nomination and Remuneration Committee has been sarried out.
dhe board and tdf committee were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. UnYerntanding oYthe iompany and its business by the Board.
3. Availability or information to the board and committee.
e. Ofiective Conduct of Board and Committee Meetings.
6t Monitoring by the Board management effectiveness in implementingstrategies managing risks and ach ievin n the goals.
The Board also carried out the evaluation of directors and chaieman base d on foNowingcriteria :
1. Attewdanceat ting meetincjs.
2. Understanding and knowledge of the entity.
3. Maintaining (Confidentiality of board discussion.
4. Contribution to the board Ry active participation.
5. Maintaining independent judcjment in the decisions of the Board NUMBER OF1MEETINGS OF BOARD AND AUDIT COMMITTEE:
The Board mgets at regular intervals to discuss and decide on business strategies /policies and review the financial performances of the Company. The Board Meetings arepre-scheduled and a tentative annual calendar of the Board is circulated to the Directorswell in advance to facilitate the Directors to plan their schedules. The details of numberof board meetings and other committee meetings held during the Financial Year 2021-22 areas follows:
1. No. of Board Meetings: 6
|21st April2021 ||25th June 2021 |
|14th August 2021 ||21st August 2021 |
|13th November 2021 ||08th February 2022 |
The interval between two Board Meetings was well within the maximum period mentionedunder section 173 of the Companies Act 2013 and SEBI Listing (Disclosures andObligations Requirements) Regulations 2015.
2. No. of Audit Committee Meetings: 4
|25th June 2021 ||14th August 2021 |
|13th November 2021 ||08th February 2022 |
3. No. of Nomination & Remuneration Committee Meetings: 2
4. Stakeholder Relationship Committee:
As required under Section 178(5) of the Companies Act 2013 the Company hasconstituted Stakeholders' Relationship Committee. The committee includes Shri. G.S.Rajasekar as Chairperson and Shri. G.P.N. Gupta as members. The Committee considers andresolves the grievances of security holders of the company.
5. Share Transfer Committee: 3
The Committee overseas share transfers share transmission issue of duplicate sharecertificates etc. The committee includes Shri. G.S. Rajasekar as Chairperson and Shri.G.P.N. Gupta as member.
DECLARATION OF INDEPENDENCE:
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 which has beenrelied on by the Company and placed at the Board Meeting of the Company.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act 2013 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the company. The policy also lays down thecriteria for selection and appointment of Board Members. The Remuneration Policy isavailable on the website of the company. The salient features of the policy are givenbelow:
Nomination & remuneration Policy:
In accordance with the Nomination and Remuneration Policy the Nomination andRemuneration Committee has inter alia the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director.
2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.
3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
4. The Board shall carry out evaluation of performance of every Director ManagerialPerson KMP and Senior Management Personnel at regular interval (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.
6. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs app roved by the Shareholde rs in the case of Managerial Personnel.
7. Where any insura nce is taken by the Company on behalf of its Managerial PersonnelChief Executive Officer Chief Fi n anc iaI Officer the Company Secretary and any stheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedtha t if such p erson is proved to be guilty the premium paid on such insurance shai lbetreated as part ofthe remuneration.
8. The Non- Executive/ Independent Director may receive remuneration try way of feesfor attending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from t i me to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetarylimit approved by shareholders subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Companies Act 2013.
The Company has in plece a Risk Management Policy puiy annroved by the board which isperiodically
reviewed by the management. The main objective of thf company's risk management: policyis to ensure The effective identification and reporCing of risk exposures incolvement oftall departments and employees in eihk managementto ensure continuers growth of businessand protect all the stakeholders of the Company.
The Audit Committee and Board of Directors consider the risk exposure before approvinga strategic decisions taken by the Company. Further the Company has strong internalcontrol system in place to identify the risks at any stage of rhe business. Thisinternalcontrol system is ff rther reviewed by nhe internal auditors of the Company and a report:is submitted to the Audit Committee. The Committee based on the report of internalauditors advises on the necessary action to be taken in caso of an y deviihion fromrequired sfandards.
M/c. J.V. Ramanuaam & Co (Firm Registration No. 002947S) are the Statutory Auditorsof the Company who wera appointed at the 27th Aeoual General Meeting helf on 8thSeptember C017 to fold office until the
cnncluoion of 32nd Annual General Meeting.
Consequently M/s. J.V. Ramueejam & Co chartered accountants complete their firstterm of five consecutive years as the statutory auditors of the company at the conclusionof 32nd AGM of the company. Pursuant to aection 139(G) of the Act the company can appointan auditors firm for a second term for consecutive period of five years. i
M/s. J.V. Ramanujam & (ho hfne conserted to the said reappointment and confirmedthat their reappointment if made would be within the limits specified under Section141(3) (g) of the Act. They have further confirmed that they are not disqualified to bereappointed as statutory auditor in terms of the provisions of the Act and the provisionsofthe hompaniea (Audit and Auditors) Rules 2014 as amended from time to time.
The audit committee and the board of directors recommend the reappointment of M/s. J.V.Ramanujam & Co chartered accountants as statutory auditors of the company from theconclusion of the 32nd AGM till the conclusion of 37th AGM to the members.
The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.
Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit.