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Refnol Resins & Chemicals Ltd.

BSE: 530815 Sector: Industrials
NSE: N.A. ISIN Code: INE428C01011
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NSE 05:30 | 01 Jan Refnol Resins & Chemicals Ltd
OPEN 23.00
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VOLUME 766
52-Week high 33.60
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P/E 8.07
Mkt Cap.(Rs cr) 7
Buy Price 22.90
Buy Qty 92.00
Sell Price 26.95
Sell Qty 283.00
OPEN 23.00
CLOSE 22.85
VOLUME 766
52-Week high 33.60
52-Week low 13.50
P/E 8.07
Mkt Cap.(Rs cr) 7
Buy Price 22.90
Buy Qty 92.00
Sell Price 26.95
Sell Qty 283.00

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

Company director report

Dear Members

Refnol Resins and Chemicals Limited Mumbai

The Board of Directors present their 37th Annual Report together with theAudited Financial Statements of Company for the year ended 31st March 2018.The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS:

The Standalone and Consolidated financial results of the company for the year ended 31stMarch 2018 are as under:

(Rs. In Lakhs)
FINANCIAL RESULTS STANDALONE CONSOLIDATED
2017-18 2016-17 2017-18 2016-17
Revenue from Operations 2842.53 2610.88 4412.10 3961.62
Profit before Financial costs & Depreciation 178.76 220.00 89.28 253.95
Less:- Interest & Financial Charges 98.87 90.86 130.48 122.83
Less:- Depreciation 46.47 44.13 66.43 66.25
Net Profit Before Tax for the Year 33.42 85.01 (107.63) 64.87
Tax Expenses 7.70 9.74 7.70 9.74
Profit After Tax 25.72 75.27 (115.33) 55.13
Profit available for Appropriation 25.72 75.27 (115.33) 55.13

2. 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 2017-18 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 2017-18 presented have been prepared inaccordance with Ind AS.

3. DIVIDEND

In view to conserve resources your Directors have not recommended any dividend for theyear under review.

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 AND FUTURE PROSPECTUS

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 11.60% to Rs. 4427.60 Lakhs ascompared to Rs. 3967.42 Lakhs in 2017.

2. Consolidated net sales for the year were Rs. 4412.10 Lakhs as compared to Rs.3961.62 Lakhs in 2017 growth of 11.37%.

3. Consolidated profit after tax for the year was Rs. (115.33) Lakhs as compared to Rs.55.13 Lakhs in 2017. b. Standalone Financial Performance:

1. Standalone income for the year increased by 8.63% to Rs. 2904.10 Lakhs as comparedto Rs. 2673.40 Lakhs in 2017.

2. Standalone net sales for the year were Rs. 2842.53 Lakhs as compared to Rs. 2610.88Lakhs in 2017 growth of 8.87%.

3. Standalone profit after tax for the year was Rs. 25.72 Lakhs as compared to Rs.75.27 Lakhs in 2017.

6. INFORMATION ON STATE OF THE COMPANY'S AFFAIRS

The Company is in the business of manufacture and marketing of textile chemicalspolyster 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 "AnnexureA".

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 2018 was Rs. 30.54 Lakhs. Interest and Fixedcharges has increased from Rs. 90.86 Lakhs to Rs. 98.87 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.

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 to depositscovered 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 Five Board Meetings and Five Audit Committee Meetings were convened andheld. The Details of which are given in the corporate Governance Report which forms partof Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. The Requisite quorum was present during all theMeetings.

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 2017-18 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 2018 and of the profitsfor the year ended 31st March 2018;

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 Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

e) 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 2018 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 TEXCARE 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 cleansing 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 2017-18 of theCompany are prepared in accordance with relevant Indian Accounting Standards issued by theInstitute of Chartered Accountants of India and listing agreement(s) executed with thestock exchanges 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.

Due to the sad demise of Late Mrs. Hutoxy Miller Independent Director of the Companyon February 6 2018 the Company had appointed Mr. Mukund Nagpurkar (DIN: 08120760) as anAdditional Director in the category of Independent-Non Executive Director of the Companyafter the closure of financial year i.e. on May 1 2018 during the period under review.

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. Mahendra Kishore Khatauholds Directorship in the following companies:

1. Mulraj Khatau and Sons Private Limited

2. Khatau Leasing and Finance Company Private Limited

3. Khatau Makanji And Company Private Limited

4. Indokem limited

5. Priyanilgiri Holdings Pvt Ltd

6. Vindhyapriya Holdings Pvt Ltd

7. MKK Holdings Pvt Ltd

8. Khatau Holdings And Trading Company Private Limited

9. Priyamvada Holdings Ltd

10. Prism Plantations Pvt Ltd

11. Prerana Leasing & Finvest Private Limited

12. Chemron Texchem Private Limited

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. The composition of the Board meetings of the Board held during the yearand the attendance of the Directors there at have been mentioned in the Report onCorporate Governance in the Annual 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 2018 at registered office of the Company. The said policy including abovesaid criteria for the evaluation of the Board individual directors including independentdirectors and the committee of the board has been laid down in the Corporate GovernanceReport which forms part of this Annual Report.

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 Details of the Nomination and Remuneration Committee and the said Policy havebeen provided under Corporate Governance Report which forms part of this Annual Report.

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 2017-2018

Sr. No. Name Designation CTC Median Employee Salary Ratio
1 Mr. Arup Basu Managing Director 28.33 2.93 9.67 :1

b. The percentage increase in remuneration of each director chief financial officerchief executive officer company secretary or manager in the FY 2017-2018

Sr. No. Name Designation Remuneration in F Y 2017-18 Remuneration in F Y 2016-17 Change % of changes
(Rs. In Lakhs) (Rs. In Lakhs) (Rs. In Lakhs)
1 Mr. Arup Basu Managing Director 28.33 27.94 0.39 1.39
2 Mr. Vikas Agarwal Chief Financial Officer 11.48 10.91 0.57 5.22
3 Ms. Sumruti Anand* Company Secretary 1.04 3.09 N.A. N.A.
4 Mr. Bilal Topia# Company Secretary 2.37 N.A. N.A. N.A.

*Ms. Sumruti Anand resigned as a CS from July 14 2017.

#Mr. Bilal Topia appointed as a CS from August 11 2017.

c. The percentage increase in the median remuneration of employees in the FY 2017-18

Remuneration of 2016-17 (Rs. In Lakhs) Remuneration of 2017-18 (Rs. In lakhs) Increase Percentage
2.46 2.93 0.47 19.11%

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

Name of the company No. of Employees as on March 31 2017 No. of Employees as on March 31 2018 % of change during the year
REFNOL RESINS AND CHEMICALS LIMITED 85 81 (4.94)%

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 2016-17 Remuneration paid to employee excluding managerial personnel for the F Y 2017-18 % of Change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the F Y 2017-18 Remuneration paid to managerial personnel for the F Y 2016-17 % of Change in remuneration paid to managerial personnel
272.32 298.28 9.53% 43.17 42.02 2.74%

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 Expe- rience (Years) Joining Date Age (Years) Last Employment % of Equity Shares Held Whether relative of any Director / Manager
1 Shri Arup Basu Managing Director 28.33 Service B. Tech & MBA 38 01/05/1980 63 Erstwhile Refnol Resins & Chemicals Limited 0.071 -
2 Shri Paresh Dave Sr. General Manager (Marketing) 13.61 Service B. Com 42 06/10/1986 58 Corn Products (India) Ltd. 0.003 -
3 Shri Vikas Agarwal Chief Financial Officer 11.48 Service B. Com (Hons.) C.A. C.S. 15 15/11/2007 40 Soma Textiles & Industries Ltd 0.000 -
4 Smt. Leelabai Khatau* Manager 11.46 Service Graduate 22 01/07/1996 86 Erstwhile Refnol Resins & Chemicals Limited - Relative of Shri Mahendra Khatau
5 Shri Vinay Srivastava General Manager (Northern Region) 9.62 Service B. Sc. 32 11/04/1994 59 Kaso Chemie India Ltd. - -
6 Smt. Vijaya Manavalan Sr. Manager (Development) 7.08 Service B. Sc. 26 07/09/1994 47 Intermediate Industries - -
7 Shri Prakash Kant General Manager (Marketing) 6.83 Service Diploma in marketing management 30 20/09/1991 49 DHL Courier Services - -
8 Shri Arvind Khristi Sr. Factory Manager 6.80 Service B. Sc. 29 15/04/1991 52 N.C. Lecqur Paint - -
9 Shri Oommachan Philip Sr. Manager 6.58 Service B. Com 35 01/04/1995 57 Prabha Trade Impex Pvt. Ltd. 0.003 -
10 Ms. Padma Chawnani P.A. to M.D. 6.10 Service B. Com 27 04/07/1991 45 LIC of India - -

* Retired w.e.f. 28/02/2018

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 2017-2018. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure E".

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. TheCompany has a vigil mechanism named whistle blower policy and vigil mechanism to deal withinstance of fraud and mismanagement if any. The details of the Policy is explained in theCorporate Governance Report and also posted on the website of the Company www.refnol.com

28. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2018 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 2018Directors 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 year2017-2018.

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:

The report on Corporate Governance as stipulated under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of this Annual Report and titledas "Corporate Governance" is attached herewith as "Annexure F". TheCompany is not mandatorily required to comply with the Corporate Governance Compliancerequirement as envisaged in the Listing Regulations however the Company voluntarilycomplying with such requirement as a part of better Corporate Governance Practices.

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 2017-18. 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 2017-18.

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 2018:

Name of Director Number of Shares % of Total Shares hold
Mahendra Khatau 1281789 41.48
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 2017-18 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. 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.

42. 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 2018-19 to BSE where theCompany's Shares are listed.

43. 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.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
PLACE: MUMBAI MAHENDRA K. KHATAU
DATE: August 14 2018 CHAIRMAN
(DIN: 00062794)
REGISTERED OFFICE:
Plot No. 410/411 Khatau House
Mogul Lane Mahim Mumbai 400016.