cil nova petrochemicals ltd Directors report

To,

The Members,

Your Directors take pleasure in presenting the 19^th Annual Report on the business and operations of your Company along with Audited Financial Statements for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results		Rs. in Lakhs
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Continued Operations
Sales/Income from operations	0.00	0.00
Other Income	7.89	8.53
Total Income	7.89	8.53
Total Expense	154.85	162.39
Depreciation	125.43	125.23
Profit/Loss	(146.96)	(153.86)
Tax/Short/ (Excess) Provision of Income Tax	0.00	0.00
Other comprehensive income (Net of Tax)	0.00	0.00
Profit After Tax	(593.73)	(153.86)
Discontinued Operations
Sales/Income from operations	10182.72	29615.60
Other Income	355.19	245.54
Total Income	10537.91	29861.14
Total Expense	10980.90	28757.51
Profit/Loss Before Tax	(442.99)	1103.63
Tax/Short/ (Excess) Provision of Income Tax	3.20	166.20
Profit/(Loss) for the year from Discontinued Operations	(446.19)	937.44
Profit/(Loss) for the year from Continued/Discontinued Operations	(593.15)	783.58

2. PERFORMANCE HIGHLIGHTS:

The total revenue from continued operations during the year under review was Rs. 0.00 Lakhs as against Rs. 0.00 Lakhs in the previous year. Profit/Loss after tax stood at Rs. (146.96) Lakhs as against previous year profit/loss Rs. (153.86) Lakh. The total revenue from discontinued operations during the year under review was Rs. 10182.72 Lakhs as against Rs. 29615.60 Lakhs in the previous year. Profit/Loss after tax stood at Rs. (446.19) Lakhs as against previous year profit/loss Rs. 937.44 Lakh. The Management of the Company is taking efforts for the progress of the Company. The performance of the Company is gradually improving with transient time. The improvement is evident from the financial statement of the Company.

3. DIVIDEND:

Your directors have not recommend Divided for this Financial Year as ploughing back of profits will be good strategy for future growth and development of your Company.

4. RESERVES:

Your Company does not propose to transfer any amount from the current years profits to the General Reserve. (Previous year Nil)

5. SHARE CAPITAL:

During the year under review, the Company had Authorized Capital of Rs. 32,50,00,000 comprising of 2,75,00,000 Equity Shares of Rs.10/- Each and 5,00,000 Preference Shares of Rs.100/- Each. Paid-Up Equity Share Capital of the Company as on date of this report stands at Rs. 27,10,00,000 comprising of 2,71,00,000 Equity Shares of Rs. 10/- Each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK:

India is the worlds second-largest producer of textiles and garments. It is also the fifth-largest exporter of textiles spanning apparel, home and technical products. The textiles and apparel industry contribute 2.3% to the countrys GDP, 13% to industrial production and 12% to exports. The textile industry has around 45 million of workers employed in the textiles sector, including 3.5 million handloom workers.

Indias textile and apparel exports stood at US$ 44.4 billion recorded highest ever export for the FY 2021-22, up from US$ 21.2 billion YoY. COVID-19 has impacted the Indian textile and apparel exports and the total exports is expected to reach US$ 65 billion by FY26. The Indian textile and apparel industry is expected to grow to US$190 billion by FY26.

The Rs. 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a major boost for the textile manufacturers. The scheme proposes to incentivise MMF (man-made _ber) apparel, MMF fabrics and 10 segments of technical textiles products. Segment:

a. Womens western wear & lingerie-Increasing women participation in work force;

b. Active wear-Indias large young population base with increasing awareness towards fitness;

c. Mobiltech products-Indias emergences as global automobile manufacturing hub;

d. Work wear/Uniform-Increasing no. of school going children & consciousness of corporate towards their image;

e. Hygiene products-Awareness of Indian women for hygiene will cause increasing uses of hygiene products

Future course of action:

The Board of Directors in the meeting held on 17^th December, 2022, proposed to change the main object of the Company consequently Company has passed the resolution via Postal Ballot for the business of manufacturing of ethanol. Further, management is in the process of obtaining the License from the Government for Ethanol business.

8. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.:

In accordance with the provisions of Section 134 (3) (m) the Companies Act, 2013 read with Rule 8 (3) Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE – I and forms part of this report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Management has shut down the manufacturing of Polyster Yarn from 1^st July, 2022 due to high cost of coal as Company has it own Power Plant, management has explore various other options for power but due to non availability of sufficient Power from the outside agency the manufacturing of Polyster yarn was permanently closed. Further, Company is doing trading business of Polyster Yarn. The Company continues to fulfill its obligations with respects to all exciting contrast and agreements as Company has sufficient stock. Company does not foresee any material impact on the account of non-fulfillment of obligation by any party in existing contracts and agreements.

The Company has also instituted across all its operations, focused cost control programs and sanctioned only necessary capital expenditure to conserve its finance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

12. DETAILS_OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31^st March, 2023.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

14. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format will be available on http://cnpcl.com/annual-return/.

15. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has formulated Policy on Related Party Transactions, detailed policy is also available at http://cnpcl.com/corporate-policies/

16. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Vivekanand Chaudhary, Whole-time Director (w.e.f. 17^th December, 2022), Mr. Shashank Paranjape, Mr. Satish Bhatt, Chief Financial Officer and Ms. Forum Bhuva (w.e.f. 27^th January, 2023), Company Secretary were the Key Managerial Personnel of the Company for the year ended 31^st March, 2023.

17. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vivekanand Chaudhary (DIN: 09815515) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment. None of the Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013, as required by law this position is also reflected in the Auditors Report.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Companies Act, 2013.

The composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The evaluation of Chairman, all the Directors and the Board and Committees thereof as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance in this Annual Report. The Board noted the evaluation results that were collated and presented to the Board.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. Further the said policy is also available at http://cnpcl.com/corporate-policies/

20. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure – II.

21. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report. Details of committee is also available at http://cnpcl.com/

22. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:

The Company has implemented Corporate Social Responsibility Policy and initiatives as the provisions of Section 135 of the Act and Rules made thereunder governing Corporate Social Responsibility and the same is available at http://cnpcl.com/ and details are also available in Corporate Governance Report forming part of the Annual Report.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are made and the same is enclosed as

Annexure- III.

23. STATUTORY AUDITORS:

M/s. J.T. Shah & Co., Chartered Accountants (FRN 109616W) were appointed as Statutory Auditors of your Company at the Previous Annual General Meeting held on 29^th September, 2022.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. K. Jatin & Co., Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for financial year 2022-23 issued by M/s. K. Jatin & Co., Practicing Company Secretaries has been appended as Annexure - IV to this report. There were no qualifications or adverse remarks in their Report.

25. SEXUAL HARRASMENT POLICY:

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 & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2022-23, no sexual harassment complaints has been registered with the Company.

26. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. Further, Company had formulated Risk Management Committee also, however later on it was dissolved as separate Committee for the same was not required considering the size of your Company So, Audit Committee looks for the Risk Management after dissolution of Risk Management Committee.

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jhaveri Shah and Co., Chartered Accountants as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns and grievances. Details Whistle Blower Policy has been mentioned in the Report of Corporate Governance, the same is available at http://cnpcl.com/corporate-policies/

28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state 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. the Directors have 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 and of the profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. 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 and

vi. 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.

29. CORPORATE GOVERNANCE:

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Secretarial Auditors Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

30. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

31. ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the co-operation and support received from Government, Customers, Shareholders, Financial institutions, Banks, and the Society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Companys consistent growth would not have been possible, despite the challenging environment.

	By Order of the Board
	For, CIL Nova Petrochemicals Limited
	Sd/-
	Jyotiprasad Chiripal
Place: Ahmedabad	Chairman
Date: 14th August, 2023	DIN: 00155695