BOARD OF DIRECTOR'S REPORT
Padmanabh Alloys & Polymers Limited
Your directors present Annual report on the business and operations of the company togather with Audited Statement of Accounts of the company for the year ending 31st March2017.
The particulars pursuant to sub section 3 of section 134 of the companies act 2013 aregiven below.
a) The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013:
The extract of Annual return is in format MGT-9 for the financial year ended 31/03/2017is enclosed at "Annexure A" of this report.
b) Number of meetings of the Board:
During the year 2016-17 7 meetings of Board of Directors were held on 30.05.201626.07.2016 05.08.2016 10.08.2016 12.11.2016 11.02.2017 14.02.2017.
c) Director's Responsibility Statements:
The director's state that: i) In the preparation of annual accounts for the financialyear ended 31st March 2017 the applicable accounting standards had been followed alongwith proper explanation relating to material departures; ii) The directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company as at 31st March and of the profit/loss of the company for that period;iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; iv) The director had prepared the annual accounts on a going concernbasis; v) The director had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. vi) The director had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
ca) Details of frauds reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the central government.
Auditor has not reported any fraud under sub-section (12) of section 143 of TheCompanies Act 2013.
d) A Statement on Declaration given by Independent Directors under sub-section (6) ofsection 149.
The independent Directors have submitted declaration pursuant to Section 149(7)confirming that they meet the criteria of independence pursuant to section 149(6). Thestatement has been noted by Board of Directors.
e) If Company covered under sub-section (1) of section 178 company's policy ondirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of director and other matter provided under sub-section(3) of section 178.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of director and key managerial personal andtheir remuneration. The policy is disclosed at "Annexure B" in pursuance ofprovision to section 178(3) of the companies Act 2013.
The Company does not pay any remuneration to the Non-Executive/Independent Directors ofthe company other than sitting fees for attending the meeting of the Board/Committee.Remuneration to the Whole Time Director/Managing Director is governed by the relevantprovisions of the Companies Act 2013.
f) Explanations or comments by the board on every qualification reservation or adverseremark or disclaimer made by the auditor in his report / by the company secretary inpractice in his secretarial audit report.
The statutory auditors have not made any qualifications reservations or adverseremarks or disclaimer in the report and no explanation or comments by the board isrequired.
The Secretarial Audit Report pursuant to Section 204 of the Companies Act 2013 inprescribed Form MR-3 is attached to as "Annexure C" to this report. The Companyhas taken note of Qualification Reservation etc in the Said report and shall makearrangement for necessary compliance in future.
g) Particulars of loans guarantees or investments under section 186 of Companies act2013
Company has not during the year under review (a) given any loan to any person or otherbody corporate (b) Given any guarantee or provide security in connection with a loan toany other body corporate or person; and (c) Acquired by way of subscription purchase orotherwise the securities of any other body corporate Exceeding sixty per cent of itspaid-up share capital free reserves and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more and hence theparticulars are not required to be included in this report.
h) Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form (Form AOC-2)
The company has entered into transactions referred to in section 188(1) of TheCompanies Act 2013 with related party and as such particulars in form AOC-2 are attachedto this report.
Material related party Transactions
I. Details of contract or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered into during the yearended 31st March 2017 which were not at arm's length basis
II. Details of material contracts or arrangements or transactions at arm's lengthbasis:
The details of material contracts or arrangements or transactions at arm's length basisfor the year ended 31st March 2017 are as follows.
|Name of the Related Party & Relationship ||Nature of Transaction ||Duration ||Salient Terms ||Amount |
|01 Bhikhubhai Mohanbhai Desai- Wholetime Director ||Director's Remuneration || || ||600000/- |
|02 Vijaybhai Dolatrai ||Director's Remuneration || || ||960000/- |
|Vashi- Wholetime Director || || || || |
|03 Chetankumar Mohanbhai Desai- Wholetime Director ||Director's Remuneration || || ||960000/- |
|04 Hemalkumar Rajeshkumar Desai- Wholetime Director ||Director's Remuneration || || ||600000/- |
|05 Bhikhubhai Mohanbhai Desai- Wholetime Director ||Director's Reimburseme nt || || ||36000/- |
|06 Vijaybhai Dolatrai Vashi- Wholetime Director ||Director's Reimburseme nt || || ||72000/- |
|07 Chetankumar Mohanbhai Desai- Wholetime Director ||Director's Reimburseme nt || || ||72000/- |
| || || ||On arm's || |
|08 Hemalkumar ||Director's || || ||36000/- |
| || || ||length || |
|Rajeshkumar ||Reimburseme || || || |
| || || ||basis in || |
|Desai- ||nt ||Ongoing || || |
| || || ||ordinary || |
|Wholetime Director || || || || |
| || || ||course of || |
|09 Bhikhubhai ||House Rent || || ||60000/- |
| || || ||business || |
|Mohanbhai Desai- ||Allowance || || || |
|Wholetime Director || || || || |
|10 Vijaybhai Dolatrai ||House Rent || || ||96000/- |
|Vashi- ||Allowance || || || |
|Wholetime Director || || || || |
|11 Chetankumar ||House Rent || || ||96000/- |
|Mohanbhai Desai- ||Allowance || || || |
|Wholetime Director || || || || |
|12 Hemalkumar ||House Rent || || ||60000/- |
|Rajeshkumar ||Allowance || || || |
|Desai- || || || || |
|Wholetime Director || || || || |
|13 Sanjiv Indravadan ||Salary as || || ||492600/- |
|Shah ||CEO || || || |
|14 Mihir Mukundbhai ||Salary as CFO || || ||145920/- |
|Mehta || || || || |
|15 Akshay Jain ||Salary as CS || || ||180000/- |
|16 Kreta Vijaybhai ||Salary || || ||480000/- |
|Vashi || || || || |
i) The state of Company's affairs
There is no Material change in the state of affairs of the company particularly natureof business being carried out.
The turnover of the company has decreased from Rs. 280094687/- in the year 2015-16to Rs. 269515960/- in the year 2016-17. The Company had a profit of Rs. 7531914/- inthe year 2015-16 and in the year 2016-17 the profit of the company was Rs. 7164269/-.
The Company has not issued any shares or Debentures during the year. There is no changein the status of the company or the accounting year.
j) The amount if any which it proposes to carry to any reserves
The Directors do not proposes to carry any amount to reserves.
k) The amount if any which it recommends should be paid by way of dividend
The Directors do not recommend any amount to be paid by way of dividend.
l) Material Changes and commitments if any Affecting the Financial Position of theCompany which have occurred between the Ends of the financial year of the company to whichthe financial statements relate and the date of the report.
There are no material changes and/or commitments affecting financial position of theCompany occurred after end of financial year till date of this report.
m) The Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo in such manner as may be prescribed.
Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules 2014with respect to above is given below.
(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 equipments: NIL
(B) TECHNOLOGY ABSORPTION-
i) The efforts made towards technology absorption: Not Applicable
ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable
iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a. The details of technology imported : Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable and
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-
Foreign Exchange earned (actual inflows during the year): Rs. NIL Foreign Exchangeoutgo (actual outflows): Rs. NIL
n) A statement including development and implementation of a Risk Management Policy forthe company including identification therein of elements of risk if any which in theopinion of the board may threaten the existence of the company;
The Directors do not foresee any risk that may threaten the existence of the company innormal course. The Directors proposes to develop and implement specific Risk ManagementPolicy on identification of any risk.
o) The details about the policy developed and implemented by the company on corporatesocial responsibility initiatives taken during the year;
Since the net worth of the company is below Five Hundred crores Turnover of thecompany is below one thousand crores Net Profit of the company is below five crores. Theprovision of Section 135 of The Companies Act 2013 is not applicable to the company andhence the company is not required undertake any corporate Social Responsibility (CSR)initiatives.
p) In case of a listed company and every other public company having such paid-up sharecapital as may be prescribed a statement indicating the manner in which formal annualevaluation has been made by the Board of its own performance and that of its committeesand individual directors:
Pursuant to provision of the Companies Act 2013 the board has carried out the annualperformance evaluation of its own performance as well as the evaluation of the AuditCommittee and Nomination & Remuneration Committee.
The chairman of Board of directors and the chairman of Nomination & remunerationCommittee met all the directors individually to get an overview of the functioning of theboard and its constituents inter alia on the following board criteria i.e. attendance andlevel of participation independence of judgment exercised by independent directorsinterpersonal relationship etc.
Based on the valuable inputs received the directors are encouraged for effective rolein company's management.
q) Such other matters as may be prescribed.
(Pursuant to rule 8(5) of The Companies (Accounts) Rules 2014)
i) The Financial summary or highlights
The summary of financial Results (standalone) for the year under review is as under:-
|Particulars ||As on 31/03/2017 ||As on 31/03/2016 |
|Turnover and other income ||270277385.00 ||280400657.00 |
|Profit/Loss (-) before Financial ||12300415.00 ||13992516.00 |
|Charges & depreciation || || |
|Interest and Financial Charges ||2788217.00 ||3175665.00 |
|Profit/Loss(-) before depreciation ||9512198.00 ||10816851.00 |
|Depreciation ||710425.00 ||1122937.00 |
|Profit /Loss(-) After Tax for the year ||7164269.00 ||7531914.00 |
ii) The Change in the nature of business if any:
There is no Material change in nature of business of the company.
iii) The Details of Directors or key managerial personnel who were appointed or haveresigned during the year:
There are no changes in directors and Key Managerial Personnel of the company duringthe year.
iv) The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;
No company has become or ceases to be subsidiary joint venture or associate company.
v) The details relating to deposits covered under Chapter V of the Act-
(a) Accepted during the year: NIL
(b) Remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-
(i) At the beginning of the year: Not Applicable
(ii) Maximum during the year: Not Applicable
(iii) At the end of the year: Not Applicable
vi) The details of deposits which are not in compliance with the requirements ofChapter V of the Act: NIL
vii) The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future: NIL
viii) The details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
The company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on continuous basis covering allmajor operation. During the year no Reportable Material weakness in the operation wasobserved.
Disclosures under Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014.
|Requirement under Rule 5(1) || ||Details |
|(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. ||B.M. Desai ||: 4.85:1 |
| ||V.D. Desai ||: 7.76:1 |
| ||C.M. Desai ||: 7.76:1 |
| ||H.R. Desai ||: 4.85:1 |
|(ii) The percentage increase in remuneration of each director chief financial officer Chief Executive office r company secretary or manager in the financial year. ||B.M. Desai ||: 13.89% |
| ||V.D. Desai ||: 19.76 % |
| ||C.M. Desai ||: 27.32 % |
| ||H.R. Desai ||: 14.15 % |
| ||CFO : 9.20 % || |
| ||Not applicable for CEO || |
| ||and CS as there is no || |
| ||increase in their salary || |
|(iii) The percentage increase in the median remuneration of employees in the financial year ||No increase in median remuneration of the employees. . |
|(iv) Number of permanent employees on the rolls of the company as on 31st March 2017. ||27 |
|(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||19.63% increment in managerial remuneration however there is no increase in average salaries of the employees and n o exceptional circumstances exist. |
|(vi) Affirmation that the remuneration is as per the remuneration policy of the company. ||The ompany affirms remuneration as per the remuneration policy of the company. |
No Employee of the company has been paid Remuneration in excess of limits laid down inrule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and hence statement showing details thereof is not applicable.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. The Audit committee comprises of 3 directors namely ShriDilipkumar Khandubhai Desai Shri Hiler Kiranbhai Desai and Shri Chetankumar MohanbhaiDesai. Shri Dilipkumar Khandubhai Desai is the Chairman of the Audit Committee. During theyear there was no instance where the board had not accepted the Recommendation of AuditCommittee.
Vigil Mechanism/Whistle Blower Policy
Pursuant to section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Power) Rules 2014 the Board of Director has adopted vigilmechanism in the form of Whistle Blower Policy through which its Directors Employees andStakeholders can report their genuine concerns about unethical behaviors actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.
It is the Company's Policy to ensure that no employee is victimised or harassed forbringing such incidents to the attention of the Company. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board and no employee has been deniedaccess to the Committee. The said policy provides for adequate safeguards againstvictimization and also direct access to the higher levels of supervisors.
Shri Dilipkumar Khandubhai Desai the Chairman of the Audit Committee can be contactedto report any suspected/confirmed incident of fraud/misconduct on:
Email: email@example.com Contact no.: 0261-2232598
Your Company hereby affirms that no director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
The Board of Directors place on records the services of all stakeholders and associateswho have co- operated in the working of the Company
| ||By Order of the Board |
| ||For Padmanabh Alloys & Polymers Limited |
|Place: Surat || |
|Date: 07/09/2017 ||sd/- |
| ||Bhikhubhai Mohanbhai Desai |
| ||Chairman and Whole time director |
| ||(DIN: 00051591) |