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Refex Industries Ltd.

BSE: 532884 Sector: Industrials
NSE: REFEX ISIN Code: INE056I01017
BSE 16:01 | 22 May 50.70 2.40
(4.97%)
OPEN

50.70

HIGH

50.70

LOW

50.70

NSE 15:47 | 22 May 50.80 2.40
(4.96%)
OPEN

50.80

HIGH

50.80

LOW

50.80

OPEN 50.70
PREVIOUS CLOSE 48.30
VOLUME 15962
52-Week high 50.70
52-Week low 10.52
P/E 5.81
Mkt Cap.(Rs cr) 78
Buy Price 50.70
Buy Qty 5955.00
Sell Price 50.70
Sell Qty 500.00
OPEN 50.70
CLOSE 48.30
VOLUME 15962
52-Week high 50.70
52-Week low 10.52
P/E 5.81
Mkt Cap.(Rs cr) 78
Buy Price 50.70
Buy Qty 5955.00
Sell Price 50.70
Sell Qty 500.00

Refex Industries Ltd. (REFEX) - Director Report

Company director report

To the Members

Your Directors have great pleasure in presenting the Sixteenth Annual Report of yourCompany together with the Audited Statement of Accounts for the year ended March 312018.

FINANCIAL PERFORMANCE

The key financial parameters for the period under review are as follows.

(Rs. In Lakhs)

Description

Standalone Results

Consolidated Result

2017-18 2016-17 2017-18 2016-17
Turnover 7685.83 3771.82 7685.83 3771.82
Other Income 204.12 168.97 204.12 168.97
Total Income 7889.95 3940.79 7889.95 3940.79
Expenditure (other than Tax) 7716.12 3887.47 7716.64 3888.16
Exceptional Items - - - -
Profit before tax 173.83 53.32 173.31 52.63
Provision for Income Tax - - - -
Provision for deferred tax (79.56) 7.01 (79.56) 7.01
Profit after Income Tax 94.27 46.31 93.75 45.62
Earnings Per Share (in Rs.) 0.61 0.30 0.61 0.29

During the year under review the Company achieved a turnover of Rs. 7685.83 Lakhs asagainst the previous year figure Rs. 3771.82 Lakhs showing an increase in the turnover by104%. In addition earnings from other income increased by Rs.35.15 Lakhs. As a result theCompany made a net profit of Rs. 94.27 Lakhs. Consequently the net worth of the Companyincreased by the amount of profit made during the year and stands at Rs. 1114.13 Lakhs.

DIVIDEND

In order to conserve the resources of the Company your Board has not recommended anydividend for the year ended under review and has transferred the entire amount of profitto the General Reserves.

COMMITTEES OF THE BOARD:

The details of the Board's Committees - The Audit Committee The Nomination &Remuneration Committee and The Stakeholders' Relationship Committee have been disclosedseparately in the Corporate Governance Report which is annexed to and forms part of thisAnnual Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No material changes and commitments have occurred after the close of the year till thedate of this report which affects the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There are no changes in the nature of business of the Company during the financial yearunder review. BOARD MEETINGS:

The Board during the Financial Year 2017- 2018 met four times i.e. 26.05.201731.08.2017 13.12.2017 and 14.02.2018.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

As per Article 35 of the Articles of Association of the Company Shri. T. Anil JainDirector retires by rotation in the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment. The Board has recommended his re-election. A resolutionis proposed for his reappointment in the notice.

The board of Directors at its meeting held on February 14th 2018 appointed Mrs. JamunaRavikumar as an additional director of the company to hold office upto the date of theforth coming AGM of the company. In according with the section 149 and other applicableprovisions of the companies act 2013. Mrs. Jamuna Ravikumar is seeking appointment asindependent Director for a term of 3 consecutive years upto the conclusion of 19th AGM tobe held in the year 2021 for which a resolution is in place vide SI. No. 3 of the Notice.

The Independent Directors of the Company has submitted a declaration under Section149(7) of the Companies Act 2013 stating that they meet the criteria of independence asprovided in Sectionl 49(6) of the Act and there has been no changes in the circumstanceswhich may affect their status as Independent Director during the year.

During the year the Non-Executive Director of the Company had no pecuniaryrelationship or transaction with the Company other than setting fees and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. T. Anil Jain Managing Director Mrs. Uthayakumar Lalitha ChiefFinancial Officer and Mr. Gopalakrishnan Srinivasan Company Secretary. There has been nochange in the Key Managerial Personnel during the year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from all the Independent Directors i.e.Sri. D. Hem Senthil Raj and Smt. Jamuna Ravikumar under Section 149(7) of the CompaniesAct 2013.

The said Independent Directors of the Company meet the criteria of their Independenceas laid down under Section 149(6) of the Companies Act 2013.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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 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; and

(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.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the consolidated Financial Statements inaddition to the standalone financial statements pursuant to Section 129 (3) of theCompanies Act 2013 (Act) and SEBI Listing Regulations and prepared in accordance with theAccounting Standards prescribed by the Institute of Chartered Accountants of India inthis regard.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES

M/s. Vituza Solar Energy Limited continues to be the wholly owned subsidiary of yourCompany. The necessary AOC -1 as required under Sub Section (3) of Section 129 of theCompanies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 is annexed to theDirectors' Report as Annexure No 4

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an Extract of Annual Return in Form MGT9 isannexed to this Report. (Annexure 1)

AUDITORS

M. Krishnakumar & Associates Chartered Accountant (Membership No 203929) wasappointed as statutory auditor of your Company in the AGM held on 26th September 2017 fora term of three consecutive years. As per the provisions of section 133 of the CompaniesAct 2013 the appointment of Auditors is required to be ratified by members at every AGM.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of statutory auditors is not required to beratified at every AGM.

The notes in the Financial statement referred to in the auditor report areself-explanatory and do not call for any further comments.

The reply to qualification in auditor's report is given below. Provisions for Liabilitytowards Gratuity

SI. No Auditors Qualification Management Reply
The Company is not providing for liability for gratuity as per actuarial valuation which is not in accordance of the Accounting Standard on Provision for Gratuity (AS-15) (Refer Note 2 (i) forming part of the Financial Statements) issued by The Institute of Chartered Accountants of India and the impact of which is unascertainable. Provision towards Gratuity for the year has not been made and the Board is of the Opinion that the same will not affect the result of the Company significantly.

SECRETARIAL AUDIT:

In accordance with the provisions of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. R. Muthukrishnan (FCS 6775) Practicing Company Secretary Chennai toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as 'Annexure 2'.

Reply to the observation of Secretarial Auditor's Report:

1. As regards delayed filing of forms with ROC as required under the Companies Act 2013the company shall ensure that such delays do not recur.

2. As regard the amount advanced to an entity in which a Director is Interested theBoard is of the opinion that it is in nature of advance for a proposed commercialtransaction and shall not fall under the purview of Section 185 of the Act.

3. In view of the aforesaid explanations the Board is of the opinion that the saidamount is in the nature of advances and Section 186 of the Companies Act 2013 shall notapply.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy & Technology absorption:

The Company does not engage in manufacturing activity involving energy intensiveprocesses. However the Company has taken sufficient steps towards general energy savingtechniques and conservation.

Given the Nature of Process employed by the Company there is no technology absorptioninvolved.

(B) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings = INR 10732321 Foreign Exchange Outgo = INR 96280961

PUBLIC DEPOSITS:

The Company did not invite or accept any deposits from the Public under Sec 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS: NIL

INTERNAL FINANCIAL CONTROLS

The Company has appointed an Internal Auditor a Chartered Accountant to ensure theeffective functioning of internal financial controls and check whether the financialtransaction flow in the organization is being done based on the approved policies of theCompany. The Management based on the internal audit observations gives their comments.Further the Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Vigil Mechanism Material Subsidiary Policy for ensuring theorderly and efficient conduct of its business for safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Board of Directors had approved the Policy on VigilMechanism/Whistle Blower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Standalone Financial Statement (Please referto Notes 28.1.b under Note to the Standalone Financial Statement).

RISK MANAGEMENT POLICY:

The Company has a Risk Management Committee in place although it is not applicable toit both under the SEBI LODR Regulations 2015 and the Companies Act 2013. However theCompany has an adequate Risk Management Policy commensurate with its size and operation.Risk Management includes identifying types of risk and its assessment risk handlingmonitoring and reporting.

CORPORATE SOCIAL RESPONSIBILITY POLICY

At Refex Corporate Social Responsibility has been integral part of the business sinceit's inception. Refex believes in making a difference to the lives of millions of peoplewho are under privileged. It promotes Social and Economic inclusion by ensuring thatmarginalised communities have equal access to health care services educationalopportunities and proper civic infrastructures. Corporate Social responsibility isembedded in the Refex ethos going hand in hand with the core business of the Company.

During the year the Company has voluntarily made the following contributions as ameasure to fulfill the obligations of Corporate Social Responsibility

1. A sum of Rs 378540/- was paid to the Stella Maris college for the purpose ofproviding financial assistance to few under privileged students of the college in order topursue their education.

2. A sum of Rs 100000/- was paid to JITO Chennai chapter as Donation for Gujarat& Rajasthan flood relief.

RELATED PARTY TRANSACTIONS:

All transactions entered into by the Company with its related parties during the yearwere in ordinary course of business and on an arm's length basis and did not attract theprovisions of Section 188 of the Companies Act 2013. During the year the Company had notentered into any arrangement / transaction with related parties which could be consideredmaterial in accordance with the Company's Policy on Related Party Transactions andaccordingly the disclosure of Related Party Transactions in Form AOC 2 is not applicable.However names of Related Parties and details of transactions with them have been includedin Note no. 26.1 .b to the financial statements provided in the Annual Report.

DISCLOSURE ABOUT COST AUDIT:

As per Companies (Cost Records and Audit) Amendments Rules 2014 dated 31st December2014 issued by the Ministry of Corporate Affairs the Company is not subjected to CostAudit.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act the Rules framed there under is given in Annexure-3 to the BoardReport as well as under Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has been employing Women employees within the premises. The Company has inplace an Anti-Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at work place (Prevention Prohibition and Redressal) Act 2013. Internal ComplaintCommittee has been set up to redress complaints received regularly. There was no complaintreceived from any Women employee during the financial year 2017-18 and hence no complaintis outstanding as on 31.03.2018 for redressal.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on the following Stock Exchanges:

i. BSE Limited (BSE)

No. 25th Floor P.J. Towers Dalai Street Fort Mumbai- 400 001.

ii. National Stock Exchange of India Limited (NSE)

Exchange Plaza BandraKurla Complex Bandra East Mumbai- 400 051.

The Stock Codes allotted by these Stock Exchanges are as under:

Name Code
BSE Limited 532884
National Stock Exchange of India Limited REFEX

The Company has paid listing fees to the stock exchanges for the year 2017-18 CORPORATEGOVERNANCE

A detailed report on Corporate Governance pursuant to Regulation 34(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the BSE and NSE along withthe Auditors' certificate on Compliance with the mandatory provisions on CorporateGovernance is given as a separate statement in the Annual Report.

The Managing Director has issued necessary certificate to the Board in terms ofRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the Financial Year ended 31 March 2018.

PERFORMANCE EVALUATION OFTHE BOARD ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act of 2013 and Regulationl 9 of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 (" The ListingRegulation ") the Board has carried out the annual performance evaluation of it's ownperformance the Directors individually as well as the evaluation of various Committees. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering the various aspects of the Board's functioning such as adequacy ofthe composition of the Board and the Committees Board's culture execution and performanceof such duties obligations of independence governance ethics and values adhering tocorporate governance norms inter personal relationships attendance and contribution atmeetings etc.

A separate exercise was carried out to evaluate the performance of individualDirectors including the chairperson of the Board who were evaluated on parameters such asparticipation and contribution commitment including guidance provided to the seniormanagement outside the Board and Committee meetings effective deployment of knowledgeand expertise effective management of relationship with various stake holdersindependence of behaviour and judgement etc. The Performance evaluations of IndependentDirectors were carried out by the entire Board. The performance evaluation of theChairperson and Managing Director was carried out by the independent Directors . The Boardreviews the evaluation results as collated by Nomination and Remuneration Committee.

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Director of your Company met once during the year without the presenceof Non- Independent Director and the members of the Management. The meeting was conductedin an informal and Flexible manner to unable the Independent Directors to Inter aliadiscuss matters pertaining to review of performance of Non-Independent Directors and theBoard as a whole review the performance of the Chairperson of the Company after takinginto account the views of the executive and Non- Executive Directors assess the qualityquantity and timeliness of the flow of the information between Company Management and theBoard that as necessitated the Board to effectively and reasonably perform their duties.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report pursuant to Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the BSE and NSEfor the year under review is given as a separate statement in the Annual Report.

INSURANCE

The assets of the Company are adequately insured.

INDUSTRIAL RELATIONS

Your Company s' Industrial relations continues to be harmonious and cordial.ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge the excellent support and co - operation extendedby all the stakeholders more particularly Bankers Shareholders Customers dealersregulatory and govt authorities.

Your Directors also wish to place on record their appreciation of the contribution madeby the members of the management team and the employees across all levels for the goodwork put in during the year under review.

Place: Chennai Date: 25.05.2018 For and on behalf of the Board

T. Anil Jain

Managing Director DIN:00181960