Dear Members,
Refnol Resins and Chemicals Limited
The Board of Directors present their 42nd Annual Report
together with the Audited Financial Statements of Company for the year ended 31st
March, 2023. The Management Discussion and Analysis has also been incorporated into this
report.
1. FINANCIAL HIGHLIGHTS
The Standalone and Consolidated financial results of the company for
the year ended 31st March, 2023, are as under:
(Rs. In Lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
3804.96 |
3481.02 |
6449.66 |
5041.75 |
| Profit before Financial costs &
Depreciation |
163.70 |
116.57 |
109.24 |
111.20 |
| Less:- Interest & Financial Charges |
81.82 |
81.29 |
96.09 |
86.99 |
| Less:- Depreciation |
53.58 |
48.13 |
59.60 |
59.71 |
| NET PROFIT/LOSS BEFORE TAX FOR THE YEAR |
28.30 |
(12.85) |
(46.45) |
(35.50) |
| Tax Expenses |
- |
4.21 |
- |
4.21 |
| Profit/Loss After Tax |
28.30 |
(17.06) |
(46.45) |
(39.71) |
| Profit available for Appropriation |
28.30 |
(17.06) |
(46.45) |
(39.71) |
2. DIVIDEND
In view of conserving resources for future expansion plans of the
Company, the Board of Directors does not recommend any further dividend for the F.Y.
2022-2023.
3. INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has
adopted Indian Accounting Standards ("Ind AS") from the financial year started
from 1st April, 2017 with a transition date of 1st April, 2016. The
Financial Results for the year 2022-23 have been prepared in accordance with Ind AS,
prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules
issued there under and the other recognized accounting practices and policies to the
extent applicable.
4. TRANSFER TO RESERVES
Pursuant to provisions of Section 134(1) (j) of the Companies Act,
2013, the company has not proposed to transfer any amount to general reserves account of
the company during the year under review.
5. REVIEW OF BUSINESS OPERATIONS
Your Directors wish to present the details of Business operations done
during the year under review:
a. Consolidated Financial Performance:
1. Consolidated income for the year is Rs. 6457.85 Lakhs as compared to
Rs. 5049.03 Lakhs in 2022.
2. Consolidated net sales for the year were Rs. 6449.66 Lakhs as
compared to Rs. 5041.75 Lakhs in 2022.
3. Consolidated loss after tax for the year was Rs. (46.45) Lakhs as
compared to Rs. (35.50) Lakhs in 2022.
b. Standalone Financial Performance:
1. Standalone income for the year is Rs. 3808.14 Lakhs as compared to
Rs. 3484.63 Lakhs in 2022.
2. Standalone net sales for the year were Rs. 3804.96 Lakhs as compared
to Rs. 3481.02 Lakhs in 2022.
3. Standalone profit/loss after tax for the year was Rs. 28.30 Lakhs as
compared to Rs. (12.85) Lakhs in 2022.
6. INFORMATION ON STATE OF THE COMPANYS AFFAIRS
The Company is in the business of manufacture and marketing of textile
chemicals, polyester resins and chemicals for laundry and garments wet process. It covers
both domestic and international markets. All the products including performance and
business environment thereof have been covered in detail in the Management Discussion and
Analysis Report separately which is the part of this Board Report and enclosed as "Annexure
– A".
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report.
8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith
as "Annexure - B".
Your Company understands and appreciates the responsibility and
importance of conservation of energy and continuous to put efforts in reducing or
optimizing energy consumption for its operations.
9. SAFETY, HEALTH AND ENVIROMENT a) Safety:
The Company encourages a high level of awareness of safety issues among
its employees and strives for continuous improvement. Employees are trained in safe
practices to be followed at work place. b) Health:
Your Company attaches utmost importance to the health of its employees.
Periodic checkup of employees is done to monitor their health. Health related issues if
any are discussed with visiting Medical Officer.
c) Environment:
Company always strives hard to give importance to environmental issues
in normal course of operations. Adherence to Environmental and pollution control Norms as
per Gujarat Pollution 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 the provisions of Section 135 of the Act and Rules made thereunder
governing Corporate Social Responsibility are not applicable.
11. FINANCE
Cash and Cash equivalent as at 31st March, 2023 was Rs.
42.75 Lakhs. Interest and fixed charges have slightly increased from Rs. 81.29 lakhs to
Rs. 81.82 lakhs. The company continues to focus on judicious management of its working
capital. Receivables, inventories and other working 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 section 186 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 of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under
review and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be
given.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
12.1 The Honble National Company Law Tribunal (NCLT), Mumbai Bench,
has by pronouncement made on 14th July, 2023, sanctioned the scheme of amalgamation of
Refnol
Resins and Chemicals Limited (Transferor Company) with Indokem Limited
(Transferee Company) and their respective shareholders, under Sections 230 to 232 of the
Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, and rules
framed thereunder.
The copy of the order of the NCLT sanctioning the scheme as uploaded on
its website on 14th July 2023, approves the scheme of amalgamation, finding it fair,
reasonable, and is not in violation of any provisions of law and is not contrary to public
policy.
According to the order, upon implementation of the scheme, Indokem
Limited will issue fully paid-up equity shares to the equity shareholders of Refnol Resins
and Chemicals Limited in the proportion of 1,153 equity shares of Indokem for every 1,000
equity shares held in Refnol.
12.2 There was no application made or proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under
review.
13. INTERNAL FINANCIAL CONTROLS
The Board of Directors of the Company has laid down adequate internal
financial controls which are operating effectively. During the year, policies and
procedures are adopted by the Company for ensuring the orderly and efficient conduct of
its business, including adherence to the Companys policies, safeguarding of its
assets, the prevention and detection of its frauds and errors, the accuracy and
completeness of the accounting records and the timely preparations of reliable financial
information. All the properties and assets of the Company are adequately insured.
14. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arms length basis, in the ordinary course of business and
were in compliance with the applicable provisions of the Act and the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee
and before the Board for their prior approval. Prior approval of the Audit Committee is
obtained on a yearly basis for the transactions which are of a foreseen and repetitive
nature. The transactions entered into pursuant to the approval so granted are audited and
a statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a yearly basis. The Company has
also sought approval of the Members for approval of such related party transactions as per
the requirements of the Listing Regulations.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website.
All the Related party transactions as entered into by the Company were
on arms length basis and in the ordinary course of business, further Form AOC - 2
pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is set out as "Annexure – C" to
this report.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS
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 the Auditors or by the Practicing Company Secretary in their respective
reports.
16. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Act, the copy of
Annual Return in Form MGT-7 as required under Section 92 (3) of the Act is placed on the
website of the Company at www.refnol.com.
17. MEETINGS
During the year Five Board Meetings and Five Audit Committee Meetings
were convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. The Requisite quorum was present during all the
Meetings. Intimation of the Board meetings and Committee meetings are given well in
advance and communicated to all the Directors. The agenda along with the explanatory notes
are sent in advance to all the Directors in accordance with the Secretarial Standard-1
issued by the Institute of Company Secretaries of India. Additional meetings of the Board
are held when deemed necessary by the Board. Senior Executives are invited to attend the
Board meetings as and when required.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, in relation to
the financial statements for FY 2022-23, the Board of Directors states that:
a) In preparation of the annual accounts, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed
along with proper explanation relating to material departures, if any;
b) 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 as on 31st
March, 2023 and of the profits for the year ended 31st March, 2023;
c) The Directors have taken proper and sufficient care for 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 annual accounts/financial statements have been prepared on a
‘going concern basis;
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; and
f) 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.
19. SUBSIDIARY COMPANIES
As on 31st March, 2023 following companies are the
subsidiaries/step down Subsidiaries of the Company:
19.1 REFNOL OVERSEAS LIMITED (ROL)
RENOL OVERSEAS LIMITED was incorporated on 10th August 1994
and is limited by shares. The company holds a category 2 Global Business License issued
under the Financial Services Act. The principal activity of the Company is that of
investment holding. REFNOL OVERSEAS LIMITED (ROL) is subsidiary of Refnol Resins and
Chemicals Limited (RRCL).
19.2 TEX CARE MIDDLE EAST LLC (TCME)
M/s TEX CARE MIDDLE EAST L.L.C. is a limited liability company,
licensed by Economic Development Department, Government of Sharjah, in accordance to the
Federal Company Law of 1984. The main activity of the company is processing and trading in
cleaning detergents. TEX CARE MIDDLE EAST L.L.C. is represented by Mr. Shaikh Faisal Bin
Khalid Bin Sultan AL Qasemi (51% of share holding) & M/s REFNOL OVERSEAS LTD.,
MAURITIUS (49% of share holding).
The Consolidated Financial Statements for the financial year 2022-23 of
the Company are prepared in accordance with relevant Indian Accounting Standards issued by
the Institute of Chartered Accountants of India and listing agreement(s) executed with the
stock exchanges where the shares of the Company are currently listed. In compliance with
Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Audited Consolidated Financial statements form part of this annual
report. The accounts of the Subsidiary Companies and the related detailed information will
be made available to any shareholder of the holding as well as Subsidiary Companies
seeking such information at any point of time and are also available for inspection by the
members of the Company as well as Subsidiary Companies at the registered office of the
Company and subsidiaries concerned.
A separate statement containing the salient features of the financial
statement of aforesaid subsidiaries is part of this Annual Report and given in Form AOC-1
and enclosed as
"Annexure – D".
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have submitted their declaration to the
Board that they fulfill all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of 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-executive directors including independent directors who have wide and varied
experience in different disciplines of corporate functioning.
In accordance with the provisions of the Companies Act 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mrs. Asha Mahendra
Khatau, (DIN: 00063944) Director of the Company, who retires by rotation at the ensuing
Annual General Meeting and being eligible, offers herself for re-appointment.
Mr. Arup Basu was previously re-appointed as Managing Director of the
Company on 15th June, 2020 for a period of 3 (Three) years, and hence his term
as Managing Director of the Company expired on 14th June, 2023. The Board
Members re-appointed Mr. Arup Basu as Managing Director of the Company, in its duly held
meeting, on 19th May, 2023 for a period of three years w.e.f. 15th
June, 2023 on the terms & conditions recommended by the Nomination & Remuneration
Committee. The Nomination & Remuneration Committee has considered the matter and
recommended the terms of the Remuneration to the Board, subject to the approval of members
under various applicable Sections of the Act read with Schedule-V of the Companies Act,
2013.
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.
22. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act,
2013, Rules made thereof, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has Carried out an evaluation of its own performance, the
directors individually as well as the evaluation of its Committees as per the criteria
laid down in the Nomination, Remuneration and Evaluation policy. Further the Independent
directors have also reviewed the performance of Non-Independent directors and Board as a
whole including reviewing the performance of the Chairperson of the company taken into
account the views of Executive Directors and Non-Executive Directors vide their separate
meeting.
23. DISCLOSURE ON THE NOMINATION AND REMUNERATION
POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)(e) AND SECTION 178(3)
The Board of Directors of the Company in its meeting held on May 29,
2014 constituted/renamed the Nomination and Remuneration Committee with the requisite
terms of reference as required under Section 178 of the Companies Act, 2013 and other
applicable provisions thereof in place of existing Remuneration Committee. The said
Committee framed adopted and recommended the "Nomination, Remuneration &
Evaluation Policy" vide its committee meeting dated November 14, 2014 and the said
policy has been approved by the Board in its Board meetings which was scheduled on the
same date i.e. November 14, 2014.
The Nomination and Remuneration policy as provided herewith pursuant to
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations. The policy is also available on our website at following link
http://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) of the Companies Act, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:
a. The ratio of remuneration of each director to the median
remuneration of the employees of the Company for the FY 2022-2023:
| Name of Director |
Mr. Arup Basu |
| Ratio of remuneration to median |
9.73:1 |
| remuneration of Employees |
|
b. The percentage increase in remuneration of each director, chief
financial officer, chief executive officer, company secretary or manager, in the FY
2022-2023:
Sr. No. |
Name |
Designation |
% increase/ decrease in
remuneration in the financial year |
1 |
Mr. Arup Basu |
Managing Director |
17.06 |
2 |
Mr. Vikas Agarwal |
Chief Financial Officer |
29.05 |
3 |
Mr. Bilal Topia |
Company Secretary |
6.87 |
c. The percentage increase in the median remuneration of employees in
the FY 2022-23: 18.62%
d. The number of permanent employees on the rolls of Company:
71 as on 31st March, 2023.
e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
- Average increase/decrease in remuneration of employees excluding
KMPs: 29.02%
- Average increase/decrease in remuneration of KMPs: 20.22%
f. Affirmation that the remuneration is as per the Remuneration Policy
of the Company:
The Company affirms remuneration is as per the Remuneration Policy of
the Company.
The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 will be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being sent to the Members and others
entitled thereto, excluding the information on employees particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company. If any member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this regard.
25. AUDITORS
25.1 Statutory Auditors
The statutory auditors, M/s. B. R. Shah & Associates, Chartered
Accountants, (Firm Registration No. 129053W), were reappointed at the 41st
Annual General Meeting of the Company for a period of 5 years commencing from the
conclusion of 41st AGM till the conclusion of the 46th AGM of the
Company to be held in 2027, subject to 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 eligibility pursuant to Section 141 of the Companies Act, 2013.
Further the Ministry of Corporate Affairs (MCA) vide notification dated
7th May, 2018 has done away with the requirement of ratification of appointment
of Statutory Auditors at every Annual General Meeting, as per the first proviso of Section
139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Amendment Rules,
2018. Accordingly, the Company is not required to pass any resolution pertaining to
ratification of the appointment of Statutory Auditors in the Annual General Meeting.
The Statutory Auditors report does not contain any qualification,
reservation or adverse remark and is self-explanatory and unmodified and thus does not
require any further clarifications/ comments. The Statutory Auditors have not reported any
incident of fraud 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 has appointed M/s. Sandip Sheth & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year
2022-2023. The Report of the Secretarial Audit Report is annexed herewith as "Annexure
– E".
25.3 Cost Auditors
Pursuant to provisions of Section 148 of the Companies Act, 2013, cost
audit is not applicable to your Company and hence Company is not required to appoint Cost
Auditor for the reporting period.
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) of the Companies Act, 2013.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of employees
and the Company.
The Company has a vigil mechanism named whistle blower policy and vigil
mechanism to deal with instance of fraud and mismanagement, if any. The details of the
Policy is posted on the website of the Company www.refnol.com
28. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 was
Rs. 3.08 Crore. During the Year under review, the company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. As on 31st
March, 2023, Directors who holds Shares of the Company are:
Name of Director |
Number of Shares |
% of Total Shares hold |
| Mahendra Khatau |
12,81,789 |
41.48 |
| Asha Khatau |
6,768 |
0.22 |
| Arup Kumar Basu |
2,200 |
0.07 |
Total |
12,90,757 |
41.77 |
There is no change in share capital structure of the Company during the
financial year 2022-2023.
The Company has not bought back any of its securities, not issued any
Sweat Equity Shares, no bonus shares were issued and not provided any Stock Option Scheme
to the employees during the year under review.
29. CODE OF CONDUCT
The Company has laid down a Code of Conduct applicable to the Board of
Directors and Senior management which is available on Companys website. All Board
members and senior management 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 Directors have framed new Insider Trading Regulations and Code of Internal Procedures
and Conducts for Regulating, Monitoring and Reporting of Trading by Insider. For details
please refer to the companys website on following link
http://www.refnol.com/pdf/policy/code-of-insider-trading.pdf
31. CORPORATE GOVERNANCE
Pursuant to provisions of Regulation 15(2) of the SEBI (LOADR)
Regulations, 2015 as amended from time to time, Companys paid up equity share
capital is Rs. 3.09 Crore and net worth is Rs. 12.96 Crore as on the last date of previous
financial year viz., 31st March 2023 and therefore the provisions regarding
Corporate Governance are not applicable to our Company as stated under Regulation 15(2) of
the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and consequently the requirement of reporting and
submission of report on Corporate Governance does not arise.
Whenever this regulation becomes applicable to the Company at a later
date, Company shall comply with the requirements of those regulations within six months
from the date on which the provisions became applicable to the Company.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND 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
Internal Complaints Committees at its workplaces to redress complaints received regarding
sexual harassment. No complaints have been reported during the financial year 2022-23. All
employees (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 financial year 2022-23.
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit (IA)
function is defined in the Internal Audit Charter. To maintain its objectivity and
independence, the 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 internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. Based on the report of internal audit
function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
35. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF COMPANIES ACT, 2013
Presently the Company has three Independent and Non-Executive Directors
namely Mr. Bhalchandra Sontakke, Mr. Rahul Singh and Mr. Mukund Nagpurkar who have given
declaration that they meet the eligibility criteria of independence as provided in
sub-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 are related to each other in accordance with Section 2 (77) of the Companies Act,
2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014. They
are husband and wife.
37. DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY
NON-EXECUTIVE DIRECTORS
Equity share held by the Non-Executive Director of the Company as on
March 31, 2023:
Name of Director |
Number of Shares |
% of Total Shares hold |
| Mr. Mahendra Khatau |
12,81,789 |
41.48 |
| Mrs. Asha Khatau |
6,768 |
0.22 |
Total |
12,88,557 |
41.70 |
No Convertible Debentures has been issued by the Company during the
Financial Year under review.
38. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION
134 (3) (I) OF THE COMPANIES ACT, 2013
No material changes and commitments, have taken place between the end
of the financial year of the company to which the balance sheet relates and the date of
report, which affects the financial position of the Company.
39. CORPORATE RESTRUCTURING
The Board of Directors of the Company, at its meeting held on 27th
July, 2021, 13th September, 2021 and 15th January, 2022 have
considered and approved a Scheme of Amalgamation (the "Scheme") of Refnol Resins
& Chemicals Limited ("the Company" or "Transferor Company") with
Indokem Limited ("Transferee Company"). The Scheme entails the amalgamation of
the Company with Transferee Company, with the appointed date for the scheme set as 1st
April 2021, and approved by the National Company Law Tribunal ("NCLT") in
their order dated 14th July 2023. The Order of the NCLT is also uploaded on the
website of the Company at www.refnol.com.
The Scheme has received the necessary approvals from the shareholders
and creditors of both companies, as well as the regulatory authorities including BSE
Limited, Securities and Exchange Board of India, and the NCLT, Mumbai Bench.
This corporate restructuring initiative is expected to be a significant
value creator for all shareholders involved, facilitating the consolidation of business
activities, expansion of the product portfolio, achievement of economies of scale,
enhanced operational efficiency, and optimization of logistics and distribution networks.
Furthermore, the Scheme enables the pooling of resources, leading to a stronger balance
sheet and increased net worth, which will serve to meet future investment requirements
more effectively.
Upon the effectiveness of the scheme, subsequent the fulfillment of all
necessary regulatory and approval requirements, eligible shareholders of Refnol Resins and
Chemicals Limited will be entitled to receive 1,153 (One Thousand One Hundred and
Fifty-Three) fully paid-up equity shares having a face value of Rs. 10 each of Indokem
Limited, for every 1,000 (One Thousand) fully paid-up equity shares having a face value of
Rs. 10 each held in Refnol Resins and Chemicals Limited, as consideration for the approved
scheme.
40. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Companys operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively impact the
socio-economic and environmental dimensions and contribute to sustainable growth and
development.
41. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements for the financial year 2022-23 of
the Company are prepared in accordance with relevant Ind-AS issued by the Institute of
Chartered Accountants of India and listing agreement(s) executed with the stock exchanges
where the shares of the Company are currently listed form part of this Annual Report.
42. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by
the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
43. RISK MANAGEMENT
The Company recognizes that risk is an integral part of business and is
committed to managing the risks in a proactive and efficient manner. The Company
periodically assesses risks in the internal and external environment, along with the cost
of treating risks and incorporates risk treatment plans in its strategy, business and
operational plans. The Company through its risk management process, strives to contain
impact and likelihood of the risks within the risk appetite as agreed from time to time
with the Board of Directors. The Board of Directors has developed and implemented Risk
Management Policy for the Company. There are no risks which in the opinion of the Board
threaten the existence of the Company. However, some of the risks which may pose
challenges are set out in the Management Discussion and Analysis Report, which forms part
of this report.
44. CAUTIONARY STATEMENT
Statements in the Boards Report and the Management Discussion
& Analysis describing the Companys objectives, expectations or forecasts may be
forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Companys operations include global and domestic demand and
supply conditions affecting selling prices of finished goods, input availability and
prices, changes in government regulations, tax laws, economic developments within the
country and other factors such as litigation and industrial relations.
45. LISTING
Your companys shares are listed with The Bombay Stock Exchange,
Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai. (Stock Code: - 530815). The
Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE
where the Companys Shares are listed.
46. ACKNOWLEDGEMENT
Your Directors record their appreciation of the Co-operation and
assistance extended by Financial Institutions, Banks and Government Authorities as well as
valued customers from time to time. They also record their appreciation of the devoted
services rendered by the Executives, Staff Members and Workers of the Company.
For and on behalf of the Board of Directors
PLACE: MUMBAI |
MAHENDRA K. KHATAU |
DATE: July 25, 2023 |
CHAIRMAN |
|
(DIN: 00062794) |
+91-9892691696
