Indian Polyfins Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their Twenty Eighth Annual Report on the business and operations of the company together with Audited Financial Statements for the financial year ended 31st March, 2015.

1. FINANCIAL HIGHLIGHTS :

(Rs. In Lacs)

Particulars 2014-15 2013-14

Revenue from Operations 574.02 589.66

Other Income 8.01 6.91

Prorfrt/(Loss) Depre.and Tax 7.42 14.85

Less : Depreciation 28.11 14.24

Profit/(Loss) before Tax (20.69) 0.61

Less: Provision for Income Tax 0.00 0.12

Less/(Add): Deferred tax Liability/(Assets) 0.44 0.40

Profit/ (Loss)after tax (20.24) 0.89

Add : Balance B/F from the previous year (341.70) (342.59)

Balance Profit/(Loss) C/F to the next year (361.95) (341.70)

2. PERFORMANCE REVIEW, OPERATION AND PROSPECTS :

During the year under review, the Company's turno-ver has declined to Rs. 574.02 Lacs as compared to Rs. 589.66 Lacs (YoY) and suffered net loss of Rs. 20.24 Lacs. The texturising units and weaving segment have been witnessing huge competition, labour problems and constant rise in variable costs which has directly affected perform-ance of the company. Further lack of availability of adequate finance has debarred the company to take initiative towards various expansion and modernization programme.

Your directors are taking effective steps to increase operational efficiency and quality of products and are devising cost control techniques to cut down variable costs to the extent possible. Your directors are confident that company will improve its performance in coming years.

DIVIDEND

During the year under review, the company has incurred loss and in the absence of any distributable profit, your directors regret their inability to recommend any dividend

TRANSFER TO RESERVES:

The company has not transferred any amount to General Reserve during the financial year.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Format MGT-9 for the Financial Year 2014-15 has been enclosed with this report. (Annexure-I)

DIRECTORS:

Directors retiring by rotation:

Pursuant to the Articles of Association of company read with the section 152(e) of the Companies Act, 2013 Shri Vijayendra K. Arya retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

Directors' Appointment/Resignation:

At the last Annual General Meeting held on 30th September, 2014, the members of your company appointed Shri Brijlal Karwasara as independent director under the Companies Act, 2013 for a period of 5 years w.e.f. 30.09.2014.

Shri Rajesh Kumar Nigania resigned as a director of your company w.e.f. 31st March, 2015 due to his other business pre-occupations.

7.BOARD MEETINGS:

The Board of Directors of the company met 8 times during the year 2014-2015. The details of the various Board Meetings are provided hereunder

Sr. No. Name of Directors Date of Board Meetings

24.05.14 03.06.14 14.08.14

1 Mr. Vijayendra K. Arya Y Y Y

2 Mrs. Nitu Arya Y Y Y

3 Mr. Sunil Kumar Hada Y Y Y

4 Mr. Rajesh Kumar Nigania Y Y Y

5 Mr. Brijlal Hetram Karwasara - - -

Sr. No. Name of Directors

05 .10,14 15,11.14

1 Mr. Vijayendra K. Arya Y Y

2 Mrs. Nitu Arya Y Y

3 Mr. Sunil Kumar Hada Y Y

4 Mr. Rajesh Kumar Nigania Y Y

5 Mr. Brijlal Hetram Karwasara Y Y

Sr. No. Name of Directors Date of Board Meetings

09.02.15 14.02.15 31.08.15

1 Mr. Vijayendra K. Arya Y Y Y

2 Mrs. Nitu Arya Y A Y

3 Mr. Sunil Kumar Hada Y Y Y

4 Mr. Rajesh Kumar Nigania Y Y -

5 Mr. Brijlal Hetram Karwasara Y Y Y

Y stands for 'Attended', A stands for 'Absent' and L stands for 'Leave granted'

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the directors of the company confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended on 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the com-pany as at 31 st March 2015 and of the profit and loss account of the company for that period.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the Annual ac counts on a 'going concern basis' and,

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

The Company has received declaration pursuant to Section 149(6) of Companies Act, 2013 from all independent directors.

10. COMPANY'S POLICY ON DIRECTRS' APPOINTMENT AND REMUNERATION:

Nomination and Remuneration Committee has formulated a policy relating to remuneration of directors and other employees which has been approved by the Board. The remuneration policy and the criteria for determining qualification, position attributes and independence of a director are stated in the Corporate Governance Report.

11. AUDITOR'S REMARK:

The observations made in the Auditor's Reports Secretarial Audit Report are self-explanatory and do not require further explanation. There was no adverse remark in audit report.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The company has not given any loan or provided any guarantee or made any investment for .the financial year ended 31st March, 2015 pursuant to section 186 of Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties, during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provision of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC2 is not required! There were no materially significant related parties' transaction during the financial year with promoters and directors which were in conflict with the interest of the Company. Suitable disclosure as required by Accounting Standard has been made in the notes to the Financial Statements.

All related party Transactions are placed before the Audit Committee as also to the Board of Directors' for approval. Omnibus approval was obtained on a quarterly basis for transactions which are of repetitive nature.

14. DETAILS OF SUBSIDIARY COMPANIES, JOIN VENTURE AND ASSOCIATE COMPANIES:

The cornpany did not have any subsidiary company, joint venture or associate company for the financial year ended 31st March, 2015.

15. MATERIAL CHANGES:

The following material changes have taken place in the company from the end of the financial year till the date of this report:

1. The Company has obtained the approval of members by way of postal ballot to transfer/dis-pose off the company's undertaking pertaining to water jet looms along with all movable & immovable assets associated with the plant undpr Section 180(1)(a) and 188 of Companies Act, 2013.

2. The company has shifted its registered of-

fice outside the local limit of village pursuant to Section 12 of Companies Act, 2013.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder.

A. CONSERVATION OF ENERGY:

The Company continues its efforts to improve methods of energy conservation and utilization. The Company's energy requirement is not large and the power consumption is in conformity with the industry norm. The total power & fuel consumption of foe Company during the yew Is as under:

Sr.No. Particulars Details

1 Electricity consumption: Units consumed 2111609

Amount Rs. 141.33 Lacs

Per unit cost Rs. 6.69

2 Diesel Consumption Diesel purchased in Ltrs. 9800

Amount Rs. 6.19 Lacs

Units generated 24864

B. RESERCH AND DEVELOPMENTS:

The company has been installed with indigenous technology provided and developed locally. The Company is well equipped and self-sufficient in the matter of technology of manufacturing. The technology is being modernized and improved along with production without incurring additional expenses on research.

C. FOREIGN EXCHANGE EARNING AND OUT

GO:

The foreign exchange earnings and out go of the company is nil.

17. RISK MANAGEMENT POLICY:

An effective Risk Management Framework is put in place by the Company in order to analyze, control or mitigate risk. The board periodically reviews the risks and suggests steps to be taken to control the same.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions pursuant to section 135(1) of the Companies Act, 2013 are not applicable.

19. ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the financial year, the board of directors has adopted a formal mechanism for the evaluation of its performance as well as that of various committees, individual directors and senior executives. The evaluation exercise was carried out through structured process covering various aspects of board such as composition of board/ committees, experience, competencies and performance of duties. The whole feedback was discussed in the Nomination and remuneration Committee and everything was found satisfactory.

20. PUBLIC DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act is as under:

(a) Accepted during the year:

Your company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: None .

(c) whether there has been any default in re payment of deposits or payment of interest thereon during the year: None

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: None

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

No significant and material order has been issued by any regulator/court/other authority which im-pacts the going concern status and company's operation in future.

22. CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with the Stock exchanges, the corporate governance report with the Auditor's certificate thereon and Management Discussion and Analysis report are attached and form the part of this report and marked as Annexure - II.

23. AUDITORS AND AUDITORS' REPORT: STATUTORY AUDITORS:

M/s. Soni Surana & Company, Chartered Accountants retires at the conclusion of ensuing Annual general meeting and had confirmed their eligibility for the reappointment and willingness to accept office, if reappointed

SECRETARIAL AUDITOR:

The board has appointed M/s. M.D. Baid & Associates, Practicing Company Secretary, to conduct Secretarial audit for the financial year 201415. The Secretarial audit Report for the financial year ended 31st March, 2015 is annexed herewith market as Annexure-lll to this report. The Secretarial audit report does not contain any qualifications, reservation or adverse remarks.

24. PARTICULARS OF EMPLOYEES:

The Company does not have any employee drawing salary as stipulated under provisions of rule 5(2) of chapter XIII, the companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

25. LISTING STATUS:

The securities of the company are listed on the Vadodara Stock Exchange Limited, Vadodara and The Bombay Stock Exchange (BSE), Mumbai. The trading of securities are suspended at Mumbai.

26. WHISTLE BLOWER POLICY:

The company has not adopted the Whistle Blower mechanism, but is taking appropriate measures for the implementation of the same for safeguarding against the unethical practices.

27. INTERNAL FINANCIAL CONTROLS:

The company has developed and maintained ad-equate measures for internal financial control for the year ended 31st March, 2015.

28. PERSONNEL AND INDUSTRIAL RELATIONS:

The employee relations with the company are harmonious and congenial.

29. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

(Prevention, Prohibition & Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The following is the summary of the complaints received and disposed off during the financial year 2014-15:

a) No. of Complaints received: Nil

b) No, of Complaints disposed off: Nil

30. ACKNOWLEDGEMENT:

The Directors express their gratitude to the company's stakeholders and employees of the company. They also take the opportunity to thank the Company's valued customers, suppliers and the shareholders who have extended their support to the company.

BY THE ORDER OF BOARD OF DIRECTORS

Registered office :

304, Priyanka Intercity, Building No-4, At - Magob, Taluka - Choryasi, Surat -395010 Date: 14th, August 2015 Place: Surat Managing Director

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited accounts for the year ended 31.03.2014.

FINANCIAL RESULTS :

The summarised financial results are as under:

(Rs. In Lacs)

Particulars 2013-14 2012-13

Sales& Other Income 596.58 663.78

Net Profit(Loss) BeforeTax 0.61 5.60

Less : Current tax 0.12 1.17 (Including tax of earlier years)

Less : Deferred tax (0.40) 2.32

Net Profit after tax 0.89 2.11

Profit & (Loss) Account (342.60) (344.71)

Balance Brought forward Balance to be (341.70) (342.60) carried forward

DIVIDEND :

During the year under review, Company has earned insufficient profit. In the view of carried forward losses, your directors regret their inability to rec- ommend any dividend.

PERFORMANCE & FUTURE OUTLOOK :

During the year under review, the company''s turno- ver has declined to Rs. 589.66 Lacs as compared to Rs. 651.17 Lacs in previous year and net profit after tax has declined to Rs. 0.89 Lacs. The tex- tile processing units have been witnessing huge competition, labour problems and constant rise in variable costs which has directly affected perform- ance of the company. Further lack of availability of adequate finance has debarred the company to take initiative towards various expansions and modernization programme.

Your directors are taking effective steps to increase operational efficiency and quality of products and are devising cost control techinques to cut down variable costs to the extent possible. Moreover, your directors believe in maintaining long term and healthy relations with all the stakeholders and are confidents that company will continue to improve its performance for coming years and reward its shareholders for their faith in the company.

DIRECTORS :

Pursuant to the Articles of Association of com- pany read with the section 256 of the Compa- nies Act, 1956 Shri Sunil Kumar Hada retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

AUDITORS :

M/s. Soni Surana & Company, Chartered Ac- countants retires at the conclusion of ensu- ing Annual general meeting and had confirmed their eligibility for the reappointment and will- ingness to accept office, if reappointed.

AUDITOR''S REPORT :

The observations made by the Auditors in their report are self - explanatory and do not re- quire further explanation. There was no ad- verse remark in audit report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, it is hereby stated that-

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) We have selected such Accounting Policies and applied them consistently and made judgements and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(iii) We have taken proper and sufficient care for the maintenance of the adequate ac- counting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and.

(iv) We have prepared annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECH- NOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO:

A. CONSERVATION OF ENERGY

The Company continues its effots to improve methods of energy conservation and Utilisa- tion and the present consumption of the com- pany is in line of the industry norms. The com- pany has taken following measures in respect of conservation of energy :

(a) Energy conservation measures taken reducing the maximum demand by evenly distributing the loads throughout the day and increasing efficiency of plant and equipments.

(b) No Additional investments and proposals are being implemented for reduction of con- sumption of energy.

The cost of electricity consumption during the year is a s under.

(A) Units Purchased 2149414 units

Total Cost Rs. 1,38,01,081/-

Per unit cost Rs. 6.42 per unit

The diesel consumption for the year is Rs.5,35,812/-. There were no consumption of coal, furnace oil and LDO etc.

B. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

(1) Area in which R & D carried out by the Company.

R & D have continuously been carried out for improvement in the quality of the products.

(2) Benefits derived as a result of above R & D

Improvement in the quality of product quality, product performance and cost effectiveness.

(3) Future Plan of action.

With the growth of the Company''s operation, Research & Development activities will be further intensified.

(4) Expenditure on R & D

As the activities of R & D are integrated with the total manufacturing and produc- tion activities of the plant, it is not possi- ble to identify separately the expenditure on R& D.

PERSONNEL:

The company does not have any employee drawing salary as stipulated under Section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of Employees) Rules, 1975

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

INSURANCE:

The properties and insurable interests of company are insured.

CORPORATE GOVERNANCE:

Your company is following standards of Corpo- rate Governance and we have well documented company''s internal policies on Corporate Gov- ernance in the line with the recommendation of the Securities and Exchang Board of India (SEBI) and various committees. A Report of Corporate Governance is incorporated as Annexure to this report.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under section 383A of the Com- panies Act, 1956 with Companies (Compli- ance Certificate) Rule, 2001, a certificate is obtained from a secretary in the whole time practice confirming that the company has complied with all the provisions of the Act. The compliance certificate issued by the practicing Company Secretary is annexed to the report and is self explanatory, needs no further comments.

AUDIT COMMITTEE :

The Audit Committee of the company has met five times during the year and the financial results of the company duly approved by the Audit Committee.

MATERIAL CHANGES:

During the year under review, there were no material changes in the company.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude for the continuous support received from its shareholders and all others who have been extended their co-operation in difficult period for the company.

BY THE ORDER OF BOARD OF DIRECTORS

Registered office : Plot A 1-2, Block No. 57, Pipodara Industrial Area, Pipodara, Taluka: Mangrol, District Surat - 394110

Date: 14th, August 2014 Place: Surat Managing Director