Refnol Resins and Chemicals Limited
The Board of Directors present their 38th Annual Report together with theAudited Financial Statements of Company for the year ended 31st March 2019.The Management Discussion and Analysis has also been incorporated into this report.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated financial highlights of the company for the year ended31st March 2019 are as under:
| || || || ||(Rs. In Lakhs) |
|PARTICULARS ||STANDALONE ||CONSOLIDATED |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from Operations ||3155.67 ||2842.53 ||4796.01 ||4412.10 |
|Profit before Financial costs & Depreciation ||255.30 ||178.76 ||278.29 ||89.28 |
|Less:- Interest & Financial Charges ||116.87 ||98.87 ||137.83 ||130.48 |
|Less:- Depreciation ||51.00 ||46.47 ||77.19 ||66.43 |
|NET PROFIT BEFORE TAX FOR THE YEAR ||87.43 ||33.42 ||63.27 ||(107.63) |
|Tax Expenses ||- ||7.70 ||- ||7.70 |
|Profit After Tax ||87.43 ||25.72 ||63.27 ||(115.33) |
|Profit available for Appropriation ||87.43 ||25.72 ||63.27 ||(115.33) |
Based on Company's performance the Board of Directors at its meeting held on 10thMay 2019 recommended final dividend of Rs. 1/- per equity share of Rs. 10/- each for thefinancial year 2018-19 amounting to Rs. 30.90 Lakhs subject to the approval of Members atthe ensuing Annual General Meeting of the Company.
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 2018-19 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 increased by 9.18% to Rs. 4834.27 Lakhs as comparedto Rs. 4427.60 Lakhs in 2018.
2. Consolidated net sales for the year were Rs. 4796.01 Lakhs as compared to Rs.4412.10 Lakhs in 2018 growth of 8.70%.
3. Consolidated profit after tax for the year was Rs. 63.27 Lakhs as compared to Rs.(115.33) Lakhs in 2018.
b. Standalone Financial Performance:
1. Standalone income for the year increased by 9.93% to Rs. 3192.60 Lakhs as comparedto Rs. 2904.10 Lakhs in 2018.
2. Standalone net sales for the year were Rs. 3155.67 Lakhs as compared to Rs. 2842.53Lakhs in 2018 growth of 11.02%.
3. Standalone profit after tax for the year was Rs. 87.43 Lakhs as compared to Rs.25.72 Lakhs in 2018 growth of Rs. 61.71 Lakhs.
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.
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.
Cash and Cash equivalent as at 31st March 2019 was Rs. 46.05 Lakhs. Interest and Fixedcharges has increased from Rs. 98.87 Lakhs to Rs. 116.87 Lakhs. The company continues tofocus on judicious management of its working capital. Receivables inventories and otherworking capital parameters were kept under strict check through continuous 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 notes to the financial statements.
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 were on arm's lengthbasis and in the ordinary course of business further Form AOC - 2 pursuant to Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 is set out as Annexure-F to this report.
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".
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 2018-19 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 2019 and of the profitsfor the year ended 31st March 2019;
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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
19. SUBSIDIARY COMPANIES
As on 31st March 2019 following companies are the subsidiaries/step down Subsidiariesof 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 2018-19 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 Mrs. Asha Mahendra Khatau (DIN:00063944) Director of the Company who retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment. Mrs. Asha Mahendra Khatauholds Directorship in the following companies:
1. Priyamvada Holdings Ltd
2. Asha Marine Products Private Limited
3. Emerald Capital Services Private Limited
4. Prism Plantations Private Limited
5. Indokem Limited
6. Chemron Texchem Private Limited
As per the provisions of Section 149(10) of the Companies Act 2013 an IndependentDirector shall hold office for a term upto five consecutive years on the Board of aCompany but shall be eligible for re-appointment for another term of upto five years onpassing of a special resolution by shareholders. The Company has received intimation inForm DIR-8 from Mr. Rajagopalan Shesha & Mr. Bhalchandra G. Sontakke that they arenot disqualified from being reappointed as Independent Directors in terms of Section 164of the Act declaration that they meet with the criteria of independence as prescribedunder Section 149 (6) of the Companies Act 2013 & Regulation 16(1)(b) of SEBI ListingRegulations and their consent to continue as an Independent Directors.
The resolutions set-forth in Item No. 4 & 5 of Notice seek the approval of membersfor continuance of Directorship of Mr. Rajagopalan Shesha & Mr. Bhalchandra Sontakkeas a Non- Executive Independent Directors of the Company and for re-appointment asIndependent Directors of the Company commencing from September 30 2019 up to September29 2024 in terms of Section 149 and other applicable provisions of the Act and Rules madethere under. They are not liable to retire by rotation.
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 onJanuary 31 2019 at registered office of the Company.
23. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TOSECTION 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 2018-2019
|Sr. No. ||Designation ||Name ||CTC (Rs. in Lakhs) ||Median Employee Salary (Rs. in Lakhs) ||Ratio |
|1 ||Managing Director ||Mr. Arup Basu ||27.73 ||2.69 ||10.31 :1 |
b. The percentage increase in remuneration of each director chief financial officerchief executive officer company secretary or manager in the FY 2018-2019
|Sr. No. ||Name ||Designation ||Remuneration in F Y 2018-19 (Rs. In Lakhs) ||Remuneration in F Y 2017-18 (Rs. In Lakhs) ||Change (Rs. In Lakhs) ||% of changes |
|1 ||Mr. Arup Basu ||Managing Director ||27.73 ||28.33 ||(0.60) ||(2.12) |
|2 ||Mr. Vikas Agarwal ||Chief Financial Officer ||11.73 ||11.48 ||0.25 ||2.18 |
|3 ||Mr. Bilal Topia ||Company Secretary ||3.55 ||2.37 ||N.A.* ||N.A.* |
*Appointed w.e.f. 11.08.2017
. The percentage increase in the median remuneration of employees in the FY 2018-19
|Remuneration of 2018-19 (Rs. In Lakhs) ||Remuneration of 2017-18 (Rs. In Lakhs) ||Increase ||Percentage |
|2.69 ||2.93 ||(0.24) ||(8.19) |
d. The number of permanent employees on the rolls of Company
|Name of the company ||No. of Employees as on March 31 2018 ||No. of Employees as on March 31 2019 ||% of change during the year |
|REFNOL RESINS AND CHEMICALS LIMITED ||81 ||74 ||(8.64) |
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 2018-19 (Rs. in Lakhs) ||Remuneration paid to employee excluding managerial personnel for the F Y 2017-18 (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 2017-18 (Rs. in Lakhs) ||% of Change in remuneration paid to managerial personnel |
|237.21 ||272.32 ||(12.89) ||43.01 ||43.17 ||(0.37) |
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:
|Sr. No. ||Name of the Employee ||Designation ||Gross Remuneration p.a. (Rs. In lakhs) ||Nature of Employment ||Qualification ||Expe- rience (Years) ||Joining Date ||Age (Years) ||Last Employment ||% of Equity Shares Held ||Whether relative of any Director / Manager |
|1 ||Mr. Arup Basu ||Managing Director ||27.73 ||Contractual and renewable ||B. Tech & MBA ||39 ||15/06/2009 (As M.D.) ||64 ||Erstwhile Refnol Resins & Chemicals Limited ||0.071 ||- |
|2 ||Mr. Paresh Dave ||Sr. General Manager (Marketing) ||13.61 ||Service ||B. Com ||43 ||06/10/1986 ||59 ||Corn Products (India) Ltd. ||0.003 ||- |
|3 ||Mr. Vikas Agarwal ||Chief Financial Officer ||11.73 ||Service ||B. Com (Hons.) C.A. C.S. ||16 ||15/11/2007 ||41 ||Soma Textiles & Industries Ltd ||0.000 ||- |
|4 ||Mrs. Vijaya Manavalan ||Sr. Manager (Development) ||6.71 ||Service ||B. Sc. ||27 ||07/09/1994 ||48 ||Intermediate Industries ||- ||- |
|5 ||Mr. Prakash Kant ||General Manager (Marketing) ||6.58 ||Service ||Diploma in marketing management ||31 ||20/09/1991 ||50 ||DHL Courier Services ||- ||- |
|6 ||Mr. Arvind Khristi ||Sr. Factory Manager ||6.40 ||Service ||B. Sc. ||30 ||15/04/1991 ||53 ||N.C. Lecqur Paint ||- ||- |
|7 ||Mr. Satish Patro ||Sr. Manager GWC ||5.81 ||Service ||B.Sc. (Chem. Hons.) ||28 ||19/02/1996 ||50 ||Allied Resins & Chemicals Limited ||- ||- |
|8 ||Ms. Padma Chawnani ||P.A. to M.D. ||5.76 ||Service ||B. Com ||28 ||04/07/1991 ||46 ||LIC of India ||- ||- |
|9 ||J.J. Patel ||Sr. Manager (Maintenance & Admin) ||5.57 ||Service ||B.Sc. ||38 ||06/02/2004 ||59 ||Tex Care Kenya ||- ||- |
|10 ||Mr. Prakash B.P. ||Manager GWC ||5.47 ||Service ||B.sc. (P.S.M.) ||35 ||28/06/1997 ||57 ||Spectrochem Pvt. Ltd. ||- ||- |
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 2018-2019. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure E".
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. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM/WHISTLEBLOWER
The Audit Committee consists of the following members:
|a. ||Mr. Bhalchandra Sontakke ||Chairman |
|b. ||Mr. Rajagopalan Sesha ||Director |
|c. ||Mr. Mukund Nagpurkar ||Director |
|d. ||Mr. Arup Basu ||Director |
The above composition of the Audit Committee consists of majority of IndependentDirectors.
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 2019 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 2019Directors who holds Shares of the Company are:
|Name of Director ||Number of Shares ||% of Total Shares hold |
|Mr. Mahendra Khatau ||1281789 ||41.48 |
|Mrs. Asha Khatau ||6768 ||0.22 |
|Mr. Arup Kumar Basu ||2200 ||0.07 |
|Total ||1290757 ||41.77 |
There is no change in share capital structure of the Company during the financial year2018-2019.
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. 30899000(Rupees Three Crore Eight Lakh Ninety Nine Thousand only) and net worth is Rs.130962204.50 (Rupees Thirteen
Crore Nine Lakh Sixty Two Thousand Two Hundred Four and Fifty Paise only) as on thelast date of previous financial year viz. 31st March 2019 and therefore theprovisions regarding Corporate Governance are not applicable to our Company as statedunder Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and consequently the requirement of reporting and submission of reporton 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 2018-19. 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 2018-19.
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.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionprocess owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to 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. Rajagopalan Sesha and Mr. Mukund Nagpurkar who have givendeclaration that they meet the eligibility criteria of independence as provided insub-section (6) of Section 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 2019:
|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 2018-19 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
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace(PreventionProhibition and Redressal) Act 2013 (as amended from time to time).
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.
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 2019-20 to BSE where theCompany's Shares are listed.
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.
| ||For and on behalf of the Board of Directors |
|PLACE: MUMBAI ||MAHENDRA K. KHATAU |
|DATE: August 12 2019 ||CHAIRMAN |
| ||(DIN: 00062794) |