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Refnol Resins & Chemicals Ltd.

BSE: 530815 Sector: Industrials
NSE: N.A. ISIN Code: INE428C01011
BSE 00:00 | 17 Sep 35.00 3.10
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NSE 05:30 | 01 Jan Refnol Resins & Chemicals Ltd
OPEN 31.90
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VOLUME 9969
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52-Week low 19.45
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OPEN 31.90
CLOSE 31.90
VOLUME 9969
52-Week high 41.35
52-Week low 19.45
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Refnol Resins & Chemicals Ltd. (REFNOLRESINS) - Director Report

Company director report

Dear Members

Refnol Resins and Chemicals Limited

The Board of Directors present their 39th Annual Report together with theAudited Financial Statements of Company for the year ended 31st March 2020.The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated financial results of the company for the year ended 31stMarch 2020 are as under:

(Rs. In Lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 2601.82 3155.67 4306.98 4796.01
Profit before Financial costs & Depreciation 195.42 255.30 242.02 282.47
Less:- Interest & Financial Charges 93.61 116.87 109.60 142.01
Less:- Depreciation 44.68 51.00 65.17 77.19
NET PROFIT BEFORE TAX FOR THE YEAR 57.13 87.43 67.25 63.27
Tax Expenses 9.01 - 9.01 -
Profit After Tax 48.12 87.43 58.24 63.27
Profit available for Appropriation 48.12 87.43 58.24 63.27

2. DIVIDEND

In view of conserving resources for future expansion plans of the Company the Board ofDirectors do not recommend any further dividend for the F.Y. 2019-2020.

3. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from the financial year started from 1stApril 2017 with a transition date of 1st April 2016. The Financial Resultsfor the year 2019-20 have been prepared in accordance with Ind AS prescribed underSection 133 of the Companies Act 2013 read with the relevant rules issued there under andthe other recognized accounting practices and policies to the extent applicable. TheFinancial Results for all the periods of 2018-19 presented have been prepared inaccordance with Ind AS.

4. TRANSFER TO RESERVES

Pursuant to provisions of Section 134(1) ( j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.

5. REVIEW OF BUSINESS OPERATIONS

Your Directors wish to present the details of Business operations done during the yearunder review:

a. Consolidated Financial Performance:

1. Consolidated income for the year is Rs. 4314.66 Lakhs as compared to Rs. 4834.27Lakhs in 2019.

2. Consolidated net sales for the year were Rs. 4306.98 Lakhs as compared to Rs.4796.01 Lakhs in 2019.

3. Consolidated profit after tax for the year was Rs. 58.24 Lakhs as compared to Rs.63.27 Lakhs in 2019.

b. Standalone Financial Performance:

1. Standalone income for the year is Rs. 2641.52 Lakhs as compared to Rs. 3192.60 Lakhsin 2019.

2. Standalone net sales for the year were Rs. 2601.82 Lakhs as compared to Rs. 3155.67Lakhs in 2019.

3. Standalone profit after tax for the year was Rs. 48.12 Lakhs as compared to Rs.87.43 Lakhs in 2019.

6. INFORMATION ON STATE OF THE COMPANY'S AFFAIRS

The Company is in the business of manufacture and marketing of textile chemicalspolyester resins and chemicals for laundry and garments wet process. It covers bothdomestic and international markets. All the products including performance and businessenvironment thereof have been covered in detail in the Management Discussion and AnalysisReport separately which is the part of this Board Report and enclosed as "Annexure– A".

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.

8. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureB".

Your Company understands and appreciates the responsibility and importance ofconservation of energy and continuous to put efforts in reducing or optimizing energyconsumption for its operations.

9. SAFETY HEALTH AND ENVIROMENT

a) Safety:

The Company encourages a high level of awareness of safety issues among its employeesand strives for continuous improvement. Employees are trained in safe practices to befollowed at work place.

b) Health:

Your Company attaches utmost importance to the health of its employees. Periodiccheckup of employees is done to monitor their health. Health related issues if any arediscussed with visiting Medical Officer.

c) Environment:

Company always strives hard to give importance to environmental issues in normal courseof operations. Adherence to Environmental and pollution control Norms as per GujaratPollution Control guidelines is of high concern to the Company.

10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

AND POLICY

The Company has not implemented any Corporate Social Responsibility initiatives as theprovisions of Section 135 of the Act and Rules made thereunder governing Corporate SocialResponsibility are not applicable.

11. FINANCE

Cash and Cash equivalent as at 31st March 2020 was Rs. 51.70 Lakhs.Interest and Fixed charges has decreased from Rs. 116.87 Lakhs to Rs. 93.61 Lakhs. Thecompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

11.1 PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of section186 of the Companies Act 2013 are given in the note no. 4 to the standalone financialstatements.

11.2 DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by any regulators and/or courtsand tribunals which may have the impact on the going concern status and company'soperations in future.

13. INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company has laid down adequate internal financialcontrols which are operating effectively. During the year policies and procedures areadopted by the Company for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies safeguarding of its assets the preventionand detection of its frauds and errors the accuracy and completeness of the accountingrecords and the timely preparations of reliable financial information. All the propertiesand assets of the Company are adequately insured.

14. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee and before theBoard for their prior approval. Prior approval of the Audit Committee is obtained on ayearly basis for the transactions which are of a foreseen and repetitive nature. Thetransactions entered into pursuant to the approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on a yearly basis. The Company has also soughtapproval of the Members for approval of such related party transactions as per therequirements of the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. All the Related party transactions as entered into by the Company wereon arm's length basis and in the ordinary course of business further there were noMaterial Related Party transactions entered by the Company during the year with therelated parties and therefore a detail as required in AOC-2 is not applicable for thereporting period.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

16. EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) Section 134 (3) (a) and rule 12 of the Companies(Management and Administration) Rules 2014 (including any statutory modification(s) orre-enactment thereof for the time being in force) the Extract of the Annual Return hasbeen annexed with this board's report in form MGT-9 as "Annexure - C".

17. MEETINGS

During the year Four Board Meetings and Four Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The Requisite quorum was present during all the Meetings.

Intimation of the Board meetings and Committee meetings are given well in advance andcommunicated to all the Directors. Normally Board meetings and Committee meetings areheld at the Registered Office of the Company. The agenda along with the explanatory notesare sent in advance to all the Directors in accordance with the Secretarial Standard-1issued by the Institute of Company Secretaries of India. Additional meetings of the Boardare held when deemed necessary by the Board. Senior Executives are invited to attend theBoard meetings as and when required.

18. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) of the Companies Act 2013 in relation to the financialstatements for FY 2019-20 the Board of Directors states that:

a) In preparation of the annual accounts the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed along with properexplanation relating to material departures if any;

b) The Directors have 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 as on 31st March 2020 and ofthe profits for the year ended 31st March 2020;

c) The Directors have taken proper and sufficient care for 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) The annual accounts/financial statements have been prepared on a ‘goingconcern' 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; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. SUBSIDIARY COMPANIES

As on 31st March 2020 following companies are the subsidiaries/step downSubsidiaries of the Company:

19.1 REFNOL OVERSEAS LIMITED (ROL)

RENOL OVERSEAS LIMITED was incorporated on 10th August 1994 and is limitedby shares. The company holds a category 2 Global Business License issued under theFinancial Services Act. The principal activity of the Company is that of investmentholding. REFNOL OVERSEAS LIMITED (ROL) is subsidiary of Refnol Resins and ChemicalsLimited (RRCL).

19.2 TEX CARE MIDDLE EAST LLC (TCME)

M/s TEX CARE MIDDLE EAST L.L.C. is a limited liability company licensed by EconomicDevelopment Department Government of Sharjah in accordance to the Federal Company Law of1984. The main activity of the company is processing and trading in cleaning detergents.TEX CARE MIDDLE EAST L.L.C. is represented by Mr. Shaikh Faisal Bin Khalid Bin Sultan ALQasemi (51% of share holding) & M/s REFNOL OVERSEAS LTD. MAURITIUS (49% of shareholding).

The Consolidated Financial Statements for the financial year 2019-20 of the Company areprepared in accordance with relevant Indian Accounting Standards issued by the Instituteof Chartered Accountants of India and listing agreement(s) executed with the stockexchanges where the shares of the Company are currently listed. In compliance withRegulation 34(3) and 53(f ) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Audited Consolidated Financial statements form part of this annualreport. The accounts of the Subsidiary Companies and the related detailed information willbe made available to any shareholder of the holding as well as Subsidiary Companiesseeking such information at any point of time and are also available for inspection by themembers of the Company as well as Subsidiary Companies at the registered office of theCompany and subsidiaries concerned.

A separate statement containing the salient features of the financial statement ofaforesaid subsidiaries is part of this Annual Report and given in Form AOC-1 and enclosedas "Annexure – D".

20. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has various executive and non-executivedirectors including independent directors who have wide and varied experience in differentdisciplines of corporate functioning.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Mahendra Kishore Khatau (DIN:00062794) Director of the Company who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Mr. Arup Basu was previously re-appointed as Managing Director of the Company on 15thJune 2017 for a period of 3 (Three) years and hence his term as Managing Director of theCompany expired on 14th June 2020. The Board Members re-appointed Mr. ArupBasu as Managing Director of the Company in its duly held meeting on 14thFebruary 2020 for a period of three years w.e.f. 15th June 2020 on the terms& conditions recommended by the Nomination & Remuneration Committee. TheNomination & Remuneration Committee has considered the matter and recommended theterms of the Remuneration to the Board subject to the approval of members under variousapplicable Sections of the Act read with Schedule-V of the Companies Act 2013.

The Board of Directors conveys their deep condolences on the sad demise of Mr.Rajagopalan Shesha and further his contribution to the Company during his tenure ofDirectorship. Due to the sad demise of Late Mr. Rajagopalan Sesha Independent Director ofthe Company on July 27 2020 the Company had appointed Mr. Rahul Singh (DIN:07477748) asan Additional Director in the category of Independent Non Executive Director of theCompany after the closure of financial year i.e. August 25 2020 as per recommendation ofthe Nomination and Remuneration Committee and pursuant to section 161 of the CompaniesAct 2013 (the Act) read with the Company's Articles of Association.

None of the Directors is disqualified for appointment/reappointment under Section 164of the Companies Act 2013. As required by law this position is also reflected in theAuditors' Report.

22. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 Rules madethereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has Carried out an evaluation of its own performance the directors individually aswell as the evaluation of its Committees as per the criteria laid down in the NominationRemuneration and Evaluation policy. Further the Independent directors have also reviewedthe performance of Non-Independent directors and Board as a whole including reviewing theperformance of the Chairperson of the company taken into account the views of ExecutiveDirectors and Non-Executive Directors vide their separate meeting which was held onFebruary 14 2020 at registered office of the Company.

23. DISCLOSURE ON THE NOMINATION AND REMUNERATION

POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)(e) AND SECTION 178(3)

The Board of Directors of the Company in its meeting held on May 29 2014constituted/renamed the Nomination and Remuneration Committee with the requisite terms ofreference as required under Section 178 of the Companies Act 2013 and other applicableprovisions thereof in place of existing Remuneration Committee. The said Committee framedadopted and recommended the "Nomination Remuneration & Evaluation Policy"vide its committee meeting dated November 14 2014 and the said policy has been approvedby the Board in its Board meetings which was scheduled on the same date i.e. November 142014.

The Nomination and Remuneration policy as provided herewith pursuant to provisions ofSection 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations. Thepolicy is also available on our website at following linkhttp://www.refnol.com/pdf/policy/policy-on-nomination-remuneration-and-evaluation.pdf

24. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:

a. The ratio of remuneration of each director to the median employees' remuneration ofthe Company for the FY 2019-2020

Designation Name CTC (Rs. in Lakhs) Median Employee Salary (Rs. in Lakhs) Ratio
1 Managing Director Mr. Arup Basu 28.33 3.12 9.08:1

b. The percentage increase in remuneration of each director chief financial officerchief executive officer company secretary or manager in the FY 2019-2020

Name Designation Remuneration in F Y 2019-20 (Rs. In Lakhs) Remuneration in F Y 2018-19 (Rs. In Lakhs) Change (Rs. In Lakhs) % of changes
1 Mr. Arup Basu Managing Director 28.33 27.73 0.60 2.16
2 Mr. Vikas Agarwal Chief Financial Officer 13.34 11.73 1.61 13.72
3 Mr. Bilal Topia Company Secretary 4.13 3.55 0.58 16.34

c. The percentage increase in the median remuneration of employees in the FY 2019-20

Remuneration of 2019-20 (Rs. In Lakhs) Remuneration of 2018-19 (Rs. In Lakhs) Increase Percentage
3.12 2.69 0.43 15.98

d. The number of permanent employees on the rolls of Company

Name of the company No. of Employees as on March 31 2019 No. of Employees as on March 31 2020 % of change during the year
REFNOL RESINS AND CHEMICALS LIMITED 74 72 (2.70)

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

Remuneration paid to employee excluding managerial personnel for the F Y 2019-20 (Rs. in Lakhs) Remuneration paid to employee excluding managerial personnel for the F Y 2018-19 (Rs. in Lakhs) % of Change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the F Y 2018-19 (Rs. in Lakhs) Remuneration paid to managerial personnel for the F Y 2018-19 (Rs. in Lakhs) % of Change in remuneration paid to managerial personnel
260.17 237.21 9.68 45.80 43.01 6.49

f. Statement containing the particulars of employees in accordance with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules2016:

Information showing names and other particulars of the top ten employees in terms ofremuneration drawn and the name of every employee who were employed throughout theyear/part of the year and were in receipt of remuneration in aggregate of not less thanRs. 10200000/- p.a. or Rs. 850000/- p.m. for financial year:

Name of the Employee Designation Gross Remuneration p.a. (Rs. In lakhs) Nature of Employment Qualification Experience (Years) Joining Date Age (Years) Last Employment % of Equity Shares Held Whether relative of any Director / Manager
1 Mr. Arup Basu Managing Director 28.33 Contractual and renewable B. Tech & MBA 40 15/06/2009 (As M.D.) 65 Erstwhile Refnol Resins & Chemicals Limited 0.071 -
2 Mr. Paresh Dave Sr. General Manager (Marketing) 15.26 Service B. Com 44 06/10/1986 60 Corn Products (India) Ltd. 0.003 -
3 Mr. Vikas Agarwal Chief Financial Officer 13.34 Service B. Com (Hons.) C.A. C.S. 17 15/11/2007 42 Soma Textiles & Industries Ltd 0.000 -
4 Mrs. Vijaya Manavalan Sr. Manager (Development) 7.44 Service B. Sc. 28 07/09/1994 49 Intermediate Industries - -
5 Mr. Arvind Khristi Sr. Factory Manager 7.11 Service B. Sc. 31 15/04/1991 54 N.C. Lecqur Paint - -
6 Mr. C J Simon Sr. Manager (Marketing) 6.95 Service B. Sc. MBA 20 01/04/2019 55 Hexazen Nubilion - -
7 Mr. Prakash Kant General Manager (Marketing) 6.94 Service Diploma in marketing management 32 20/09/1991 51 DHL Courier Services - -
8 Ms. Padma Chawnani P.A. to M.D. 6.22 Service B. Com 29 04/07/1991 47 LIC of India - -
9 J.J. Patel Sr. Manager (Maintenance & Admin) 5.51 Service B.Sc. 39 06/02/2004 60 Texcare Kenya - -
10 Mr. Naresh Jogani Sr. Executive (Production) 5.33 Service B.Sc. Chemistry 21 26/11/2007 51 TCME (Sharjah UAE) - -

25. AUDITORS 25.1 Statutory Auditors

The statutory auditors M/s. B. R. Shah & Associates Chartered Accountants (FirmRegistration No. 129053W) were appointed at the 36th Annual General Meeting ofthe Company for a period of 5 years commencing from the conclusion of 36th AGMtill the conclusion of the 41st AGM of the Company to be held in 2022 subjectto ratification of their appointment at every AGM if so required under the Act. M/s. B.R. Shah & Associates Chartered Accountants have issued a Certificate of eligibilitypursuant to Section 141 of the Companies Act 2013.

Further the Ministry of Corporate Affairs (MCA) vide notification dated 7thMay 2018 has done away with the requirement of ratification of appointment of StatutoryAuditors at every Annual General Meeting as per the first proviso of Section 139 of theCompanies Act 2013 and the Companies (Audit and Auditors) Amendment Rules 2018.Accordingly the Company is not required to pass any resolution pertaining to ratificationof the appointment of Statutory Auditors in the Annual General Meeting.

The Statutory Auditors' report does not contain any qualification reservation oradverse remark and is self-explanatory and unmodified and thus does not require anyfurther clarifications/ comments. The Statutory Auditors have not reported any incident offraud to the Audit Committee of the Company during the year under review.

25.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sandip Sheth & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2019-2020. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure –E".

The Secretarial Audit report contains one observation with respect to delay insubmission prior intimation of meeting of Board of Directors pursuant to provisions ofregulation 29(2) and 29(3) of SEBI (LODR) Regulations 2015.

The response to the said observation is as follows:

The Company has received an email e-mail letter Ref. No. LIST/COMP/530815/Reg. 29(2)– May19/89/2019-20 dated 11th June 2019 for delay in furnishing prior intimation ofmeeting of Board of Directors as per the provisions of Regulation 29(2)/29(3) from theStock Exchange since the Company had not disclosed recommendation of dividend in Boardmeeting intimation.

The Board clarified to the Stock Exchange that all the items of the business werediscussed during the board meeting as per agenda circulated well in advance to all theboard members and at all there was no intention to recommend dividend however aftercompletion of all the agenda items when chairman put forward the proposal forrecommendation of dividend considering the financial statement and cash flow position forFY 2018-19 the discussions took place and each board member present at the meetingdiscussed at the length the proposal and unanimously approved the proposal and finallydecided to recommend the dividend. Albeit with all the intention to comply withregulatory requirements and therefore after such recommendation the Company madedisclosure as required for such recommendation.

Further the Company Company has made all the required disclosures pursuant toRegulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and has not withheld any material information/event that in our opinion would have abearing on the price/ volume behaviour in the scrip. The company its management and otherKMP have always valued the importance of their stake owners and that may be perhaps thereason why compliance of each statutory requirement is of prime importance for the companywith respect to disclosure requirement. Notably the Company has paid fine imposed videaforesaid notice of the Stock Exchange and made compliance good. Since the recommendationof dividend decided at the time of Board meeting and was not planned at the time ofsending notice of Board Meeting the Company has also filed waiver application for finealready paid. However no reply/response received with respect to the said application.

25.3 Cost Auditors

Pursuant to provisions of Section 148 of the Companies Act 2013 cost audit is notapplicable to your Company and hence Company is not required to appoint Cost Auditor forthe reporting period.

26. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and the Company.

The Company has a vigil mechanism named whistle blower policy and vigil mechanism todeal with instance of fraud and mismanagement if any. The details of the Policy is postedon the website of the Company www.refnol.com

28. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2020 was Rs. 3.08 Crore.During the Year under review the company has not issued shares with differential votingrights nor granted stock options nor sweat equity. As on 31st March 2020Directors who holds Shares of the Company are:

Name of Director Number of Shares % of Total Shares hold
Mahendra Khatau 1281789 41.48
Asha Khatau 6768 0.22
Arup Kumar Basu 2200 0.07
Total 1290757 41.77

There is no change in share capital structure of the Company during the financial year2019-2020.

The Company has not bought back any of its securities not issued any Sweat EquityShares no bonus shares were issued and not provided any Stock Option Scheme to theemployees during the year under review.

29. CODE OF CONDUCT

The Company has laid down a Code of Conduct applicable to the Board of Directors andSenior management which is available on Company's website. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct.

30. INSIDER TRADING POLICY

As required under the new Insider Trading Policy Regulations of SEBI your Directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductsfor Regulating Monitoring and Reporting of Trading by Insider. For details please referto the company's website on following link http://www.refnol.com/pdf/policy/code-of-insider-trading.pdf

31. CORPORATE GOVERNANCE

Pursuant to provisions of Regulation 15(2) of the SEBI (LOADR) Regulations 2015 asamended from time to time Company's paid up equity share capital is Rs. 3.09 Crore andnet worth is Rs. 13.18 Crore as on the last date of previous financial year viz. 31stMarch 2020 and therefore the provisions regarding Corporate Governance are not applicableto our Company as stated under Regulation 15(2) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and consequently the requirement of reportingand submission of report on Corporate Governance does not arise.

Whenever this regulation becomes applicable to the Company at a later date Companyshall comply with the requirements of those regulations within six months from the date onwhich the provisions became applicable to the Company.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up InternalComplaints Committees at its workplaces to redress complaints received regarding sexualharassment. No complaints have been reported during the financial year 2019-20. Allemployees (permanent contractual temporary trainees) are covered under this policy.

33. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financialyear 2019-20.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.

35. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

Presently the Company has three Independent and Non- Executive Directors namely Mr.Bhalchandra Sontakke Mr. Rahul Singh and Mr. Mukund Nagpurkar who have given declarationthat they meet the eligibility criteria of independence as provided in sub-section (6) ofSection 149 of the Companies Act 2013.

36. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Directors of the Company viz. Mr. Mahendra Kishore Khatau and Mrs. Asha Khatau arerelated to each other in accordance with Section 2 (77) of the Companies Act 2013 andRule 4 of the Companies (Specification of Definitions Details) Rules 2014. They arehusband and wife.

37. DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVEDIRECTORS

Equity share held by the Non-Executive Director of the Company as on March 31 2020:

Name of Director Number of Shares % of Total Shares hold
Mr. Mahendra Khatau 1281789 41.48
Mrs. Asha Khatau 6768 0.22
Total 1288557 41.70

No Convertible Debentures has been issued by the Company during the Financial Yearunder review.

38. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (I) OF THE COMPANIES ACT2013

No material changes and commitments have taken place between the end of the financialyear of the company to which the balance sheet relates and the date of report whichaffects the financial position of the Company.

39. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

40. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the financial year 2019-20 of the Company areprepared in accordance with relevant Ind-AS issued by the Institute of CharteredAccountants of India and listing agreement(s) executed with the stock exchanges where theshares of the Company are currently listed form part of this Annual Report.

41. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

42. COMPLIANCE OF PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTSCOMMITTEE

As mentioned above the Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (as amended from time totime).

43. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors. The Board of Directors has developed and implemented Risk Management Policy forthe Company. There are no risks which in the opinion of the Board threaten the existenceof the Company. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis Report which forms part of this report.

44. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

45. LISTING

Your company's shares are listed with The Bombay Stock Exchange Mumbai PhirozeJeejeebhoy Towers Dalal Street Fort Mumbai. (Stock Code: - 530815). The Companyconfirms that it has paid the Annual Listing Fees for the year 2020-21 to BSE where theCompany's Shares are listed.

46. ACKNOWLEDGEMENT

Your Directors record their appreciation of the Co-operation and assistance extended byFinancial Institutions Banks and Government Authorities as well as valued customers fromtime to time. They also record their appreciation of the devoted services rendered by theExecutives Staff Members and Workers of the Company.

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