a) Industry Structure and Development
The Demand of Acrylic Fibre during the year was almost same as compared to previous
year, the company sold 32148 MT during the year under review as compared to 32838 MT
during the previous year.During first quarter of current financial year the demand was
good and it is expected that during the remaining period momentum would sustain.
b) Opportunities and Threat
Principal raw material i.e. A C N is a byproduct of crude oil.The crude oil prices have
now more or less stabilized in the band of 55 to 65 USD per barrel, as such it is expected
that A C N prices would also move in a narrow band. Since it is being imported the
fluctuation in foreign exchange i.e. USD vs. INR has a bearing on the margin of the
Company.
Import of Acrylic Fibre at a low price (dumping) from various countries more
particularly from Thailand and China is causing serious injury to domestic Industry. The
Industry has taken up the issue with the Government.
c) Segment-wise / Product-wise performance
The Company has only one segment i.e. Acrylic Fibre.
d) Risk and Concern
Since Company is dependent upon imported raw materials as such upward movement in USD
and volatility in crude oil adversely affects the margin.To de-risk the company is
increasing thrust on exports. As a result the exports saw an increase of 84% during the
year under review from the earlier year i.e. from Rs. 67.55 Crore to Rs.124.79 Cr.
DIRECTORS
Shri M M Kohli, Director of the company has passed away on 23.03.2015, Board placed its
deep condolences on his sad demise and its appreciation for the valuable services rendered
by him.
PICUP withdrawn nomination of Shri R K Gupta and appointed Shri D K Sharma in his place
w.e.f 02.02.2015, Board placed on record its appreciation for the valuable services
rendered by him.
The Board of Directors had appointed Shri D K Kapila and Smt Soma Garg as additional
director of the Company in the category of Independent Directors w.e.f 25.05.2015 and
07.08.2015 respectively. They will hold office upto the date of forthcoming Annual General
Meeting and is eligible for appointment as a Director.The Company has received notices in
writing from members proposing their candidature for the office of Director.
The Board proposes to appoint subject to your approval Shri S C Malik a Non Executive
Director of the Company in the category of Independent Director.
All independent Directors have declared that they meet the criteria of independence as
laid down under Section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your
Directors to the best of their knowledge and belief and according to the information and
explanations obtained by them, hereby confirm:
a) That in the preparation of the annual accounts for the financial year ended 31st
March, 2015, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) That 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 at the end of the
financial year ended 31st March, 2015 and of the profit of the company for the
year ended on that date;
c) That 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) That the directors had prepared the annual accounts on a going concern basis;
e) That 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) That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
CORPORATE GOVERNANCE
The company has complied with the Corporate Governance code as stipulated under the
listing agreement executed with the Stock Exchanges. A separate section on Corporate
Governance, along-with a certificate from the auditors of the Company is annexed and forms
part of this Report
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
None of the transactions with any of the related parties were in conflict with your
companies interest. Attention of members is drawn to the disclosure of transactions with
related parties set out in Note No.32 of the Financial Statements forming part of this
Annual Report. All related party transactions are negotiated on arm’s length basis
and are intended to further your Company’s interest.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your directors have constituted the Corporate Social Responsibility Committee (CSR
Committee).The said Committee has been entrusted with the responsibility of formulating
and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company, monitoring the implementation
of the frame work of the CSR Policy and recommending the amount to be spent on CSR
Activities.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management Committee which has
been entrusted with the responsibility to assist the Board to overseeing and approving the
Companies Risk Management framework and all the risks that the company faces such as
strategic, financial, credit, market, liquidity, security, property, IT, legal,
regulatory, reputational and other risks have been identified and assessed and there is an
adequate risk management.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to
financial statements.During the year such controls were tested and no reportable material
weakness in the design or operation were observed.
AUDITORS AND AUDITORS REPORT
Statutory Auditors
M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi, Statutory Auditors of
the Company, hold office till the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. They have confirmed their eligibility to the effect that their
reappointment, if made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment.
The notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments.The Auditors report does not
contain any qualification, reservation or adverse remark.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed M/s. V.K. Sharma & Co, Practicing Company Secretaries, to undertake
Secretarial Audit for the financial year 2014-15.The Secretarial Audit Report for the
Financial Year ended 31st March 2015 is annexed herewith to this Report.
The Secretarial Audit Report as annexed is self-explanatory and do not call for any
further comments.
DISCLOSURES:
Audit Committee
Company has an Audit Committee of the Board of Directors in place.The terms of
reference of the Audit Committee are in line with Section 177of the Companies Act, 2013
read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the
Listing Agreement. Detailed information pertaining to Audit Committee has been provided in
the Corporate Governance Report, which forms part of this Annual Report.All
recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Company has established a Vigil Mechanism policy in accordance with the provisions
of the Companies Act, 2013 read with Rules there under and the Listing Agreement with the
stock exchanges to deal with the instances of fraud and mismanagement. The details of the
vigil mechanism are posted on the website of the Company.
Meetings of the Board
During the year four meetings of the Board of Directors were held. The maximum interval
between any two Board Meeting did not exceed 120 (One hundred twenty) days.
Particulars of Loans given, Investments made, Guarantees given and Securities provided.
Particulars of Loans given, Investments made, Guarantees given and Securities provided
along with the purpose for which the Loan or guarantee or security is proposed to be
utilized by the Company is provided in financial statement .
Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo.
Particulars relating to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo as required to be disclosed under the Act, are annexed hereto
and form part of this Report.
Extract of Annual Return
A separate report on the details of the Extract of Annual Return in form MGT9 is
Annexed herewith, which form part of the Director’s Report.
Particulars of Employees and related disclosures.
Provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,are not
attracted as none of the employees drawing excess remuneration of the limits set out in
the said Rules. ISO CERTIFICATION
Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor
Accreditatie, Netherland. This certification indicates our commitments in meeting global
quality and standards.
FIXED DEPOSITS
The company does not accept fixed deposits.
INTERNAL CONTROL SYSTEM AND ADEQUACY
Your company has been maintaining a well-established procedure for internal control
system. For the purpose of financial control, company is adequately staffed with
experienced and qualified personnel at all levels and plays an important role in
implementing and monitoring the statutory and internal policy control environment. There
has been a review conducted on regular interval by the internal auditors about the
financial and operating control at various locations of the company and any significant
findings are reviewed by the Audit Committee of the Board of Directors.
ACKNOWLEDGEMENT
Your Directors wish to place on record their deep appreciation of the continued support
and co-operation received from Financial Institutions, Banks and Shareholders, the State
and Central Government.
Your Directors also wish to place on record their appreciation of the devoted services
of the Company’s employees, who have diligently contributed to the Company’s
progress.
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for and on behalf of the Board |
|
Rakesh Mundra |
Vineet Jain |
|
Director (Finance) & Company Secretary |
Managing Director |
| Place : New Delhi |
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| Dated : 7th August, 2015 |
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+91-9892691696
