Dear Members,
Your Directors are pleased to present their 31st Boards Report together
with the Audited Financial Statements for the Financial Year (‘FY) ended 31.03.2023.
1. THE STATE OF COMPANYS AFFAIRS
i. COMPANY OVERVIEW
Axel Polymers Limited ("AXEL") established in the year 1992, is principally
engaged in the business of manufacturing of Compounds Blends & Alloys of Engineering
& Specialty Polymers and trading of polymer compounds.
AXEL is the largest manufacturer of Engineering Thermoplastic Compounds in India,
catering to Multinationals and Domestic Corporates; it has rich domain experience and
in-depth knowledge of International and Local Polymers Market having a 3-decade strong
operating history in the manufacturing of engineering polymers.
ii. FINANCIAL SUMMARY/HIGHLIGHTS
The Summary of the financial performance of the Company for the year-ended 31.03.2023
compared to the previous year is as follows:
(Rs. in Lacs.)
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from Operations |
8518.54 |
7291.46 |
| Other Income |
27.65 |
55.25 |
| Total Income |
8546.19 |
7346.71 |
| Profit/(Loss) before Depreciation and Tax |
224.14 |
182.26 |
| (Less): Depreciation |
(54.01) |
(48.06) |
| Profit/(Loss) before Tax |
170.13 |
134.20 |
| Add/(Less): Tax Expenses |
|
|
| i. Current Tax |
(28.40) |
(22.26) |
| II. Deferred Tax |
(1.64) |
- |
| III. Minimum alternate tax credit entitlement |
(16.10) |
18.08 |
| IV. Deferred Tax |
(5.56) |
(38.42) |
| Net Profit/(Loss) for the year |
118.42 |
91.61 |
| Other Comprehensive Income for the Year (Net of Tax) |
2.36 |
(1.85) |
| Total of Other Comprehensive Income |
120.78 |
89.75 |
| Add/(Less): Balance Brought Forward |
136.68 |
46.93 |
| BALANCE CARRIED FORWARD TO BALANCE SHEET |
257.47 |
136.68 |
During the year under review, your Company posted a total income on consolidated basis
of Rs. 8546.19 lacs as against Rs. 7,346.71 lacs in the previous year. The Net profit for
the year was Rs. 118.42 lacs as against Rs. 91.61 lacs in the previous year.
The Company has posted another good year of performance by achieving highest turnover
and profits. The demand for Companys product is increased in spite of adverse post Covid
effect and challenges being faced in the supply chain, substantial increase in raw
material costs, adverse economic impact due to Russia- Ukraine war, foreign exchange
volatility etc. Some measures were being undertaken to optimize rising input costs
comprised of the use of product mix alternatives, cost-effective measures, increased
operational scale, quality vendors and procuring from nearest places.
2. SHARE CAPITAL
There was been no change in the share capital of the Company during the year under
review. As on 31st March, 2023, the paid-up share capital of your Company continued at Rs.
8,51,66,800/- comprising of 85,16,680 Equity shares of Re.10 each fully paid.
The Company has, during the year under review, neither issued any Equity shares with
differential voting rights nor any shares (including sweat equity shares) to its employees
under any scheme.
3. DIVIDEND
Keeping in view long term objectives of the Company, your directors do not recommend
dividend for the year.
4. INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
Neither the Company has any Subsidiary, Joint Venture or Associate Company nor any
other Company has become or ceased to be Subsidiary/Joint Venture/ Associate Company.
5. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid/unclaimed amount, required to be transferred to Investor Education
& Protection Fund during the year under review.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT
No Material changes and Commitments affecting the financial position of the Company
have occurred between the end of financial year to which this financial statement relates
and the date of this report and hence not reported.
7. ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 of your Company for the financial
year under review is available at website of your Company www.axelpolymers.com under the
"Investor Relations" section.
8. DIRECTORS:
A. Details of Appointment/resignation of Directors and Key Managerial Personnel
Mr. A. B. Bodhanwala (DIN: 00421362) was reappointed as a Retiring Director by the
members at their 30th Annual General Meeting held on 29th September
2022 And your Director in terms not liable to retire by rotation.
During the year, subsequent to the completion of second consecutive term as an
Independent Director Mr. Amitabh Gajendra Thakore (DIN: 00016715) retired as
Non-Executive, Independent Directors from the Board and various Committees of the Company.
B. Statement on declaration given by independent directors under Section 149(6) of the
Act
The Board of Directors hereby declares that all the independent directors duly
appointed by the Company have given the declaration and they meet criteria of independence
as provided under Section 149(6) of the Act.
C. A statement with regard to integrity, expertise and experience of independent
directors
Your Directors are of the opinion that Independent Directors of the Company are of high
integrity and suitable expertise as well as experience (including proficiency)
D. Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Board, its Committees
and individual Directors; which include criteria for performance evaluation of executive
directors and non-executive directors. The Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of
the working of its committees. The Board of Directors has expressed their satisfaction
with the evaluation process.
9. NO. OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, seven meetings of the Board of Directors were held.
10. DIRECTORS TRAINING & FAMILIARIZATION
The Directors are regularly informed during the meetings of the Board and the
Committees, of the activities of the Company, its operations and issues faced by the
Polymer Industry. Considering the association of the Directors with the Company and their
seniority and expertise in their respective areas of specialization and knowledge of the
engineering industry, their training and familiarization were conducted in the below
mentioned areas:
* The Roles, Rights, Responsibilities and Duties of Independent Directors
* Business Development Strategy and Plans
* Changes brought in by the introduction of the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
* New SEBI Regime - Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
(a) In the preparation of the annual accounts for the year ended on 31.03.2023, the
applicable accounting standards are 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 Company as at the end of the financial year
2022-2023 and of the profit 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 this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by 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 applicable laws and that such systems were adequate and operating effectively.
12. AUDITORS
A. STATUTORY AUDITORS
Members of the Company at their 30th AGM held on 29th September, 2022 reappointed M/S
Mukund & Rohit, Chartered Accountants, Vadodara having firm registration no. 113375W
as Statutory Auditors of the Company for a further period of 5 years up to the conclusion
of 35th AGM. The Company has obtained necessary certificate under Section 141 of the Act
conveying their eligibility for being the Statutory Auditors of the Company for the year
2022-23 (if any).
B. SECRETARIAL AUDITORS
M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, were
appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company Pursuant
to Section 204 of The Companies Act, 2013 and rules framed thereunder for the Financial
Year 2022-2023. The Secretarial Audit Report has been annexed to this Report as per Annexure
I.
C. INTERNAL AUDITORS
M/s Chirag Bhatt & Associates, Chartered Accountant (Firm reg. no. 148286W),
Vadodara, has been appointed as an Internal Auditor of the Company in terms of Section 138
of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2022-2023
by the Board of Directors, upon recommendation of the Audit Committee.
Explanation or Comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditors Reports;
Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their
respective reports have made any qualifications, reservations, adverse remarks or
disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.
13. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any guarantees or securities covered under the provisions of
section 186 of the Companies Act, 2013 (‘the Act). However, the aggregate of loans
and advances granted as also investments made, if any, are within the limits of section
186 of the Act.
14. RELATED PARTY TRANSACTIONS
The Particulars of contracts or arrangements entered into by the Company with Related
Parties, referred to in sub-section (1) of Section 188 of the Act, in the prescribed Form
AOC-2 is enclosed as Annexure - 2.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
The Particulars as prescribed in section 134(3)(m) of the Act read with the Companies
(Accounts) Rules 2014, are as follows.
(A) Conservation of Energy
Your Company continued its energy conservation measures including regular review of
consumption and effective control on utilization of energy for improving Operational
Excellence and effective Energy Management at its manufacturing Plant.
(i) the steps taken or impact on conservation of energy: - NIL
(ii) the steps taken by the Company for utilizing alternate sources of energy: - NIL
The Company is considering Rooftop Solar System for renewable energy supply for Plant
& Office premises.
(iii) the capital investment on energy conservation equipments: - NIL
| Power & Fuel Consumption- Electricity |
2022-2023 |
2021-2022 |
| Consumed Quantity units |
5,81,970 |
10,41,694 |
| Amount in Rs. |
49,56,392 |
76,62,182 |
| Rate/Unit Rs. |
8.52 |
7.36 |
| Production Quantity M. T |
2262.400 |
3110.733 |
| Power Cost Per Kg. of Production Rs. |
2.19 |
2.46 |
(B) Technology Absorption
The Company continues to lay emphasis on development and innovation of in-house
technology and technical skill to meet customer requirements. Efforts are also continuing
for improving productivity and quality of products and continue to keep pace with the
advances in technological innovations and up-gradation.
(C) Foreign Exchange Earnings and Outgo
(Rs. in Lacs.)
| Particulars |
2022-2023 |
2021-2022 |
| Foreign Exchange Earned |
141.93 |
115.77 |
| Foreign Exchange Spent |
322.01 |
193.70 |
16. RISK MANAGEMENT POLICY
The composition of the Risk Management Committee is not applicable to your Company.
However, the Company has adopted a Risk Management policy in accordance with the
provisions of the Act.
17. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company
| 1. Mr. Gaurav Thanky |
: Managing Director |
| 2. Mr. Aarasp Bejan Bodhanwala |
: Executive Director - CFO |
| 3. Mr. Jigardan Gadhvi |
: Company Secretary |
18. DEPOSITS
The Company has neither accepted nor renewed any deposit within the meaning of the
Companies (Acceptance of Deposits) Rules, 2014.
19. CORPORATE SOCIAL RESPONSIBILITY
Since the Company does not fall in any of the criteria mentioned in section 135(1) of
the Act, provisions of Section 135 of the Act and rules framed there under relating to
corporate social responsibilities, are not applicable to the Company. Hence, no details in
the regard have been furnished.
20. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors, KMPs and employees as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
- 5 to this Report.
Statement containing Particulars of Employees pursuant to Section 197 of the Act and
Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions
of Section 136 of the Act, the reports and Financial Statements are being sent to
shareholders of the Company and other stakeholders entitled thereto, excluding the
Statement containing Particulars of Employees. Any shareholder interested in obtaining
such details may write to the Company Secretary
21. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The summary of sexual harassment complaints received and
disposed-off during the financial year 2022-2023 is as under:
Number of Complaints Received NIL
Number of Complaints Disposed-off NIL
22. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016
During the year under review, there were no application made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
23. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks & Financial Institutions.
24. ANNUAL EVALUATION
Pursuant to the Section 134(3)(p) and other applicable provisions, if any, of the Act
and Regulation 17(10) and other applicable regulations, if any, of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR), the Board has
carried out an annual evaluation of its own performance, its committees and the directors
individually.
25. CERTIFICATIONS AND DECLARATIONS
The certificate issued by the Managing Director and Executive Director cum CFO of the
Company with regards to certification on Audited Financial Statements of the Company for
financial year 2022-2023 in accordance with the Provisions of Regulation 17(8) of Listing
Regulations is attached as Annexure 4A and forms part of this Annual Report.
The declaration by Chairman of the Company relating to compliance of Code of Conduct by
all Board Members and Senior Management Personnel of the Company, in accordance with the
provisions of Regulation 17(5) of Listing Regulations is attached as Annexure 4B and
forms part of this Annual Report.
26. CORPORATE GOVERNANCE REPORT
In view of Paid up Capital and Net worth of the Company being less than Rs. 10 Crores
and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in Clause C of
schedule V to LODR is not required to be included in the Annual Report in terms of
Regulations 27(2) of LODR.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Para B of Schedule V
of LODR is attached as Annexure - 3.
28. COMMITTEE COMPOSITION AUDIT COMMITTEE
The Composition of the Audit Committee is in line with the provisions of Section 177 of
the Act read with Regulation 18 of SEBI (LODR) Regulation, 2015 as follows:
| Sr Name of the Directors No |
Designation |
Nature of Directorship |
| 1 Haresh P. Kothari |
Chairman |
Non-Executive Independent Director |
| 2 Aarasp Bejan Bodhanwala |
Member |
Executive Director cum CFO |
| 3 Amitabh Gajendra Thakore# |
Member |
Non-Executive Independent Director |
| 4 Umang Dasani* |
Member |
Non-Executive Independent Director (from |
# Retired as Independent Director on 29.09.2022 * Appointed w.e.f. 14.11.2022
The Audit Committee met five times during the period under review. The role, terms of
reference as well as power of the Audit Committee are in accordance with the provisions of
Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.
During the year, The Board has accepted all recommendations of the Audit Committee and
accordingly; no disclosure is required to be made in respect of non-acceptance of any
recommendation of the Audit Committee by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Composition of the Nomination and Remuneration Committee is in line with the
provisions of Section 178 of the Act read with Regulation 19 LODR as below.
| Sr. Name of the Directors No |
Designation |
Nature of Directorship |
| 1 Amitabh Gajendra Thakore # |
Chairman |
Non-Executive Independent Director |
| 2 Haresh P. Kothari |
Chairman@ |
Non-Executive Independent Director |
| 3 Minnie Aarasp Bodhanwala |
Member |
Non - Executive Director |
| 4 Umang Dasani * |
Member |
Non-Executive Independent Director |
# Retired as Independent Director on 29.09.2022 * Appointed w.e.f. 14.11.2022
@ Chairman of NRC Meeting w.e.f. 30.09.2022.
The Nomination and Remuneration Committee met two times during the period under review.
The powers, role and terms of reference of the Nomination and Remuneration Committee cover
the areas as contemplated under Regulation 19 of LODR and Section 178 of the Act, and
Rules and Regulations, framed thereunder, besides other terms as may be referred by the
Board of Directors
REMUNERATION POLICY
Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of
your Board has formulated a Remuneration Policy for the appointment and determination of
remuneration of the Directors, Key Managerial Personnel, Senior Management and other
employees. The NRC has developed criteria for determining the qualification, positive
attributes and independence of Directors and for making payments to Executive and
Non-Executive Directors. The remuneration policy of the Company can be seen at the website
of the Company i.e. www.axelpolymers.com.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition of the Stakeholders Relationship Committee is in line with the
provisions of Section 178(5) of the Act read with Regulation 19 of SEBI (LODR)
Regulations, 2015 as below.
| Sr. Name of the Directors No |
Designation |
Nature of Directorship |
| 1 Amitabh Gajendra Thakore # |
Chairman |
Non-Executive Independent Director |
| 2 Umang Dasani * |
Chairman @ |
Non-Executive Independent Director |
| 3 Minnie Aarasp Bodhanwala |
Member |
Non-Executive Director |
| 4 Haresh P. Kothari |
Member |
Non-Executive Independent Director |
# Retired as Independent Director on 29.09.2022 * Appointed w.e.f. 14.11.2022
@ Chairman of SRC Meeting w.e.f. 30.09.2022.
The Stakeholders Relationship Committee met once during the period under review. The
powers, role and terms of reference of the Committee cover the areas as contemplated under
Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed
thereunder, besides other terms as may be referred by the Board of Directors.
29. COST RECORDS
As specified by the Central Government under Section 148(1) of the Companies Act, 2013,
the Company has made and maintained Cost Records, as required under Clause 8 (ix) of the
Companies (Accounts) Amendments Rules, 2018, as applicable, however, the Company is NOT
required to appoint Cost Auditor to audit its cost records.
30. VIGIL MECHANISM
As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company has
established Vigil Mechanism for Directors and employees to report genuine concerns. Vigil
Mechanism also provides adequate safeguard against victimization of director(s) or
employee(s) and also provides for direct access to the chairperson of the Audit Committee
in appropriate and exceptional cases.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There were no significant and material orders passed by any Regulator or Court or
Tribunal impacting the going concern status and the Companys Operations in future during
the year under review.
32. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under section 143(12) of
the Act and Rules framed there under either to the Company or to the Central Government.
33. TRANSFER TO GENERAL RESERVE
The Company is not required to transfer any amount to its reserves. Hence, no amount is
transferred to reserves during the year under review.
34. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business during the year under review.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
There are adequate Internal Control Systems operating in the Company, which are
commensurate with the size and operations of the Company. The Audit Committee supervises
the checks and control exercised and reports any suggestion or deviation on a continuing
basis. The Authority and responsibility of every employee is defined.
36. INSURANCE
All the assets of the Company have been adequately insured and the Company has taken
necessary general insurance to ensure its security.
37. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct, which is applicable to the
Members of the Board and all senior level employees in the course of day-to-day business
operations of the Company. The Code is laid down by the Board, and is known as "Code
of Business Conduct"
The Code lays down the Standard Procedure of Business Conduct which is expected to be
followed by the Directors and designated employees in their business dealings and in
particular on matters relating to integrity in workplace in business practices and in
dealing with stakeholders. All the Board Members and the Senior Management Personnel have
confirmed compliance with the Code.
38. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
In terms of clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of
Board of Directors effective from 01.10.2017), your directors state that the Company has
been compliant of applicable Secretarial Standards during the year under review.
39. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Companys
achievements would not have been possible.
Your Directors also wish to thank its customers, dealers, agents, suppliers; investors
and bankers for their continued support and faith reposed in the Company.
| Date: 29.08.2023 |
For and on behalf of Board of |
| Place: Mokshi |
Axel Polymers Limited |
|
Sd/- |
|
Gaurav Thanky |
|
Chairman & Managing Director |
|
DIN: 02565340 |
+91-9892691696
