The Members Polycon International Limited
Your Directors have the pleasure of presenting the 28th Annual Report of the Companytogether with Audited Financial Statements and Cash Flow Statement for the financial yearended 31st March 2019.
The financial results for the year ended 31st March 2019 are summarized below:
| || ||(Rs. In lacs) |
| ||2018-2019 ||2017-2018 |
|Revenue from Operations ||3757.92 ||3580.86 |
|Gross Profit before Interest and Depreciation ||319.78 ||278.15 |
|Less : Interest ||199.64 ||140.18 |
|Less : Depreciation ||100.00 ||100.69 |
|Profit/(Loss) for the year ||20.14 ||37.28 |
|Less : Provision for Taxation ||5.31 ||6.79 |
|Profit/(Loss) after Taxation ||14.83 ||30.49 |
PERFORMANCE AND FINANCIAL POSITION OF COMPANY
The Gross Revenue from the Operations of the company during FY 2018-19 was Rs.3757.92lacs against Rs. 3580.86 lacs in the year 2017-18. The Net Profit for the year 2018-19 wasRs.14.83 Lacs against Rs. 30.49 Lacs in previous year. Revenue from operations for currentyear is a net off of goods and service tax whereas that of last year Gross of Excise Dutyfor the first quarter accordingly the figures are not comparable.
No amount has been transferred to Reserves during the period under review. The entiresurplus is proposed to be retained to give financial leverage to the Company.
In view of marginal profits the Board of Directors does not recommend any Dividend forthe year under review.
Your Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 as the company is notrequired to constitute Corporate Social Responsibility Committee.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as required by Section 134(3)(a) of the Companies Act2013 in Form MGT 9 is annexed herewith as Annexure-II.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
Polycon International Limited is committed to follow high standards of environmentalprotection and provisions of a safe and healthy work place for workers customers andother stakeholders. The Company reduced the consumption of fuel as much as possible toreduce the Carbon Foot Print.
Your company is striving continuously to conserve energy by adopting innovativemeasures to reduce wastage and optimize consumption. The manufacturing units of thecompany are well planned and adequately equipped for ensuring optimum energy utilization.Positive impact of measures already taken has been observed on the costs.
B. TECHNOLOGY ABSORPTION
Your company is committed to providing consumers with high quality products. Thetechnology that is being used by your company is eco-friendly that conserves theenvironment. All the units of the company are well furnished with suitable equipments andself sufficient in the matter of manufacturing process and focus is to stay aligned withthe best and continuously increase efficiency. We proactively and continuously invest indeveloping technology which adds value to our business. Sustained delivery has ensuredthat your company's products are trusted by consumers. During the year your companycontinued its focus on driving the quality culture and total productivity managementacross the factories.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to Foreign Exchange Earnings are NIL and Outgo are NIL.
AUDITORS AND AUDITORS' REPORT
A. STATUTORY AUDITORS AND THEIR REPORT
M/s. Tambi Ashok & Associates Chartered Accountants (Firm Registration No.005301C) Jaipur were appointed in 26th Annual General Meeting as Statutory Auditors tohold office till the conclusion of the 31st Annual General Meeting of the Company subjectto ratification from the members of the Company every year.
In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7th May 2018 by the Ministry of Corporate Affairs ratification ofauditors' appointment is no longer required.
There is no reservation qualification or adverse remark contained in the StatutoryAuditors' Report attached to Balance Sheet as at 31st March 2019. Information referred inAuditors' Report are self-explanatory and do not require any comments.
B. SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed B K Sharma & Associates Company Secretaries to undertake audit ofsecretarial and other related records of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure-I". TheSecretarial Audit Report does not contain any qualification reservation or adverseremark. Information referred in Secretarial Auditor Report are self-explanatory and do notrequire any comments.
C. COST AUDITOR
Cost Audit is not applicable to the company as per the companies (Cost Record &Audit) Rules 2014 as amended from time to time.
D. INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act 2013 the Board of Directors hasappointed to Mr. Nishank Goyal as Internal Auditor of the Company for the financial year2018-19. He has submitted Internal Audit Report for the current year to the Board. Noaudit observations were observed during the Internal Audit for the Financial Year 2018-19.
The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman) Mr. Adarsh SinghaniaMr. Lal Chand Baid (upto 15.09.2018) and Mr.Rajiv Baid (w.e.f. 13.11.2018) in line withthe requirements of Section 177 of the Companies Act 2013. The Board has accepted therecommendations made by the Audit Committee from time to time. Four Meetings of AuditCommittee were held during the year.
INTERNAL FINANCIAL CONTROLS
The Company has well defined mechanisms in place to establish and maintain adequateinternal controls over all operational and financial functions considering the naturesize and complexity of its business.
The Company maintains adequate internal control systems that provide among otherthings reasonable assurance of recording the transactions of its operations in allmaterial respects and of providing protection against significant misuse or loss ofCompany assets.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has in place a Policy for Prevention of Sexual Harassment at Workplace asper requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Internal Complaint Committee has been set up to redress thecomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No Complaint has been received duringthe year ended 31st March 2019 in this regard.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met Five times during the financial year 2018-19 on 30th May2018 13thAugust 201830thOctober 2018 13th November 2018 & 13th February 2019.Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 and the Listing Agreement entered into by the Company with the StockExchanges and SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.
The names and categories of the Directors or the Board their attendance at Boardmeetings during the year and at last Annual General Meeting as also the number ofDirectorships and Committee memberships held by them in other Companies are shown asunder:-
|Name of Director ||Category ||No. of Meetings Held ||No. of Meetings Attended ||Whether Attended last AGM ||No. Of Outside Directorships of Pubic Companies ||No. Of Committee Membership ||No. Of Committee Chairmanships |
|Mr. L.C. Baid ||Executive Director (upto 15th September 2018) ||2 ||2 ||No ||- ||1 ||- |
|Mr. Rajiv Baid ||Executive Director ||5 ||5 ||YES ||- ||2 ||- |
|Mr.Varun Baid ||Executive Director ||3 ||2 ||YES ||- ||- ||- |
|Mr. K. C. Bhandari ||Non-executive Non Independent Director ||5 ||5 ||YES ||- ||1 ||- |
|Mrs. Tiyana Sacheti ||Non Executive Independent Director ||5 ||5 ||YES ||- ||1 ||1 |
|Mr. Kamal Kumar Bordia ||Non Executive Independent Director ||5 ||5 ||YES ||- ||2 ||1 |
|Mr. Adarsh Singhania ||Non Executive Independent Director ||5 ||5 ||No ||- ||3 ||1 |
COMMITTEES OF THE BOARD
Currently the Board has Three committees : the Audit Committee Nomination andRemuneration Committee & Stakeholders Relationship Committee.
The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules are as follows :
|Name of the Committee ||Composition of the Committee ||Highlights of duties responsibilities and activities |
|Audit Committee ||Kamal Kumar Bordia Chairman || All recommendations made by the audit committee during the year were accepted by the Board. |
| ||Adarsh Singhania Lal Chand Baid (upto 15.09.2018) || The Company has adopted the Whistle Blower Mechanism for Directors and employees to report concerns about un-ethical behavior actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. |
| ||Rajiv Baid (w.e.f. 13.11.2018) || In accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has formulated policies on related party transactions. |
| || || The policies including the Whistle Blower Policy are available on our website - www.polyconltd.com |
|Nomination and Remuneration Committee ||Tiyana Sacheti Chairman || The Committee oversees and administers executive compensation operating under a written policy adopted by our Board of Directors |
| ||Adarsh Singhania Kamal Kumar Bordia || The Committee has designed and continuously reviews the nomination and remuneration policy for our Directors and Senior Executives to align both short-term and long-term remuneration with business objectives and to link remuneration with the achievement of measurable performance goals. |
|Stakeholders Relationship Committee ||Adarsh Singhania || The Committee reviews and ensures redressal of investor grievances. |
| ||Chairman || The Committee noted that all the grievances of the investors have been resolved during the year. |
| ||Rajiv Baid || |
| ||K.C. Bhandari || |
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Committee and Nomination & RemunerationCommittee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the financial condition and results ofoperations of the Company for the year under review as required under SEBI (ListingObligation and Disclosure Requirements) Regulations is given as Annexure-IV forming partof this Annual Report.
The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The riskmanagement policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.
Pursuant to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance of corporate governance is not mandatory for the timebeing for Companies having paid up equity share capital not exceeding Rs. 10 crore and NetWorth not exceeding Rs. 25 crore as on the last day of the previous financial year.
As such our Company falls in the ambit of aforesaid exemption consequently CorporateGovernance Report does not forms part of the Annual Report for the Financial Year 2018-19.However the Company is following industry's best Corporate Governance Standards.
LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loans guarantee or Investments made by the company under Section 186 of theCompanies Act 2013 during the year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
During the year under review the Company has neither issued any shares withdifferential voting rights nor granted stock options & sweat equity.
HUMAN RESOURCES DEVELOPMENT/TRAINING
Your Company has set a new goal to be one of the most innovative best performing andtrusted company. The Company has also defined a new set of expectations to realize thisgoal-courage Accountability Development and Teamwork.
The new expectations alongside the values will be the foundation of the culture it wantto establish.
Your company believes that Employees are its main strength. Accordingly your Companyplaces people in the heart of its business strategy. Your Company is attracting andretaining the best people creating a culture and environment where people are able todeliver their best and they are recognized and encouraged.
The Company continuously works to nurture this environment to keep its employees highlymotivated result oriented and adaptable to changing business environment. Your company'svalue proposition is based on providing value to our customer through innovation and byconsistently improving efficiency at all levels.
Your Company upholds the culture of trust and mutual respect in all its employees'relations endeavors. Your company has ensured that there is sustained communication andengagement with workforce through various forums. Company's human resources are mobilizedto strengthen the company internally and to face future challenges. Your company isproviding a "state of art" working environment to the employees with a view tooptimize their performance
EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS
As on 31st March 2019 the Company employed a total of 106 employees of which 13 wereOfficers and 93 belongs to non-executive cadre.
The Company believes in building teams across the business and functions with the aimto share knowledge and experience. Cross functional teams work with clear objectives tosolve the issues and create value for the company. The company fosters open dialogue amongthe employees with the brief that the people who communicate continuously and openlybuild trust and mutual respect.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company as at March 312019 consists of six Directors out of whichthree are Independent Directors one is Non-executive Non -Independent Director and twoare Whole-time Directors.
As at the end of FY 2019 Rajiv Baid -Chairman & Managing Director VarunBaid-Executive Director Gajanand Gupta -Chief Financial Officer & Company Secretaryare the KMP as per the provisions of the Act and rules made thereunder.
The Board of Directors in its meeting held on 30th May 2019 had re-appointed to Mrs.Tiyana Sacheti (DIN : 06966430) Mr. Kamal Kumar Bordia (DIN : 06964584) and Mr. AdarshKumar Singhania (DIN : 00738940) as Independent Directors of the Company for the secondterm of consecutive period of Five Years w.e.f.20th September 2019 to 19th September 2024.
Mr. L.C. Baid has been ceased to Director due to demise on 16th September 2018. He wasthe Chairman and Managing Director of the Company.
The Board of Directors had appointed Mr. Varun Baid (DIN : 08268396) as an AdditionalDirector subject to the regulatory approvals if any w.e.f. 30th October 2018 up to theensuing AGM . Further he was also appointed as whole time Director designated as ExecutiveDirector of the Company for a period of five years w.e.f. 13th November 2018 subject tothe approval of the members of the Company.
The Board of Directors in its meeting held on 13th November 2018 have appointed to Mr.Rajiv Baid (DIN : 00212265) as Chairman and Managing Director of the Company (earlier hewas Executive Director and CFO upto 12th November 2018).
In terms of provisions of the Companies Act 2013 and the articles of association ofthe company Shri K.C.Bhandari Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.
Based on the notice received from members under section 160 of the Act andrecommendation of the NRC the Board of Directors recommends for respective appointment ofDirectors as set out in Item No 2 to5 and 7 to 9 in the Notice of AGM for approval by theMembers .
Pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015and Secretarial Standard-2 issued by the Institute of Company Secretaries of India therequired information about the directors proposed to be appointed / re-appointed are givenin the Annexure forming part of the Notice
Mr. Gajanand Gupta Company Secretary was also appointed as Chief Financial Officerw.e.f. 13th November 2018.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under section 149 of the Act and Regulation 16 of ListingRegulations which have been relied upon by the Company
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal withinstances of fraud and mismanagement if any. The Policy has a systematic mechanism fordirectors and employees to report concerns about unethical behaviour actual or suspectedfraud or violation of the Company's Code of Conduct or policy.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto are to be disclosedin Form No. AOC -2 is contained in Note 40 of the Financial Statements. The Related PartyTransaction Policy is disclosed on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act 2013 and inrespect of the annual accounts for the period under review your Directors hereby confirmthat :
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made from the same;
(b) Directors of the company selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and the Profit & Loss Account for the period under review;
(c) They have 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;
(d) They have 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.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;
LISTING OF SECURITIES
At present the equity shares of the Company are listed with the BSE Limited and theListing fee for the year 2018-19 has been duly paid. Scrip Code of the Company is 531397.
The Company has established the required connectivity with both the NSDL & CDSLthrough its Registrar and Share Transfer Agent Link Intime India Pvt. Ltd. Delhi for bothphysical and Demat Segments. The ISIN No. allotted to the Company is INE262C01014.
Equity Shares of the Company can be held in electronic form with any depositoryparticipant (DP) with whom the members/ Investors have their depository account.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection and appointment of the Directors the senior management andtheir remuneration.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attachedas Annexure-III
Your Directors would like to take on record its appreciation for the co-operation andsupport extended by the Company's Bankers Financial Institutions its EmployeesShareholders Business Associates and all other stakeholders.
| ||For and on behalf of the Board |
|Place : Jaipur ||RAJIV BAID |
|Date : May 30 2019 ||CHAIRMAN & MANAGING |
| ||DIRECTOR |