Refnol Resins & Chemicals Ltd Directors Report.

Dear Members,

Refnol Resins and Chemicals Limited

The Board of Directors present their 38th Annual Report together with the Audited Financial Statements of Company for the year ended 31st March, 2019. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of the company for the year ended 31st March, 2019, are as under:

(Rs. In Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 3155.67 2842.53 4796.01 4412.10
Profit before Financial costs & Depreciation 255.30 178.76 278.29 89.28
Less:- Interest & Financial Charges 116.87 98.87 137.83 130.48
Less:- Depreciation 51.00 46.47 77.19 66.43
NET PROFIT BEFORE TAX FOR THE YEAR 87.43 33.42 63.27 (107.63)
Tax Expenses - 7.70 - 7.70
Profit After Tax 87.43 25.72 63.27 (115.33)
Profit available for Appropriation 87.43 25.72 63.27 (115.33)

2. DIVIDEND

Based on Companys performance, the Board of Directors, at its meeting held on 10th May, 2019 recommended final dividend of Rs. 1/- per equity share of Rs. 10/- each for the financial year 2018-19 amounting to Rs. 30.90 Lakhs, subject to the approval of Members at the ensuing Annual General Meeting of the Company.

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 2018-19 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. The Financial Results for all the periods of 2018-19 presented have been prepared in accordance with Ind AS.

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 increased by 9.18% to Rs. 4834.27 Lakhs as compared to Rs. 4427.60 Lakhs in 2018.

2. Consolidated net sales for the year were Rs. 4796.01 Lakhs as compared to Rs. 4412.10 Lakhs in 2018, growth of 8.70%.

3. Consolidated profit after tax for the year was Rs. 63.27 Lakhs as compared to Rs. (115.33) Lakhs in 2018.

b. Standalone Financial Performance:

1. Standalone income for the year increased by 9.93% to Rs. 3192.60 Lakhs as compared to Rs. 2904.10 Lakhs in 2018.

2. Standalone net sales for the year were Rs. 3155.67 Lakhs as compared to Rs. 2842.53 Lakhs in 2018, growth of 11.02%.

3. Standalone profit after tax for the year was Rs. 87.43 Lakhs as compared to Rs. 25.72 Lakhs in 2018, growth of Rs. 61.71 Lakhs.

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 end 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, 2019 was Rs. 46.05 Lakhs. Interest and Fixed charges has increased from Rs. 98.87 Lakhs to Rs. 116.87 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

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and companys operations in future.

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-F 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

In compliance with Section 92(3), Section 134 (3) (a) and rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Extract of the Annual Return has been annexed with this boards report in form MGT-9 as "Annexure - C".

17. MEETINGS

During the year Four Board Meetings and Four 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. Normally, Board meetings and Committee meetings are held at the Registered Office of the Company. 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 (3) of the Companies Act, 2013, in relation to the financial statements for FY 2018-19, 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, 2019 and of the profits for the year ended 31st March, 2019;

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, 2019 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 2018-19 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. Mrs. Asha Mahendra Khatau holds Directorship in the following companies:

1. Priyamvada Holdings Ltd

2. Asha Marine Products Private Limited

3. Emerald Capital Services Private Limited

4. Prism Plantations Private Limited

5. Indokem Limited

6. Chemron Texchem Private Limited

As per the provisions of Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term upto five consecutive years on the Board of a Company but shall be eligible for re-appointment, for another term of upto five years, on passing of a special resolution by shareholders. The Company has received intimation in Form DIR-8 from Mr. Rajagopalan Shesha & Mr. Bhalchandra G. Sontakke that, they are not disqualified from being reappointed as Independent Directors in terms of Section 164 of the Act, declaration that they meet with the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI Listing Regulations and their consent to continue as an Independent Directors.

The resolutions set-forth in Item No. 4 & 5 of Notice seek the approval of members for continuance of Directorship of Mr. Rajagopalan Shesha & Mr. Bhalchandra Sontakke, as a Non- Executive Independent Directors of the Company and for re-appointment as Independent Directors of the Company commencing from September 30, 2019 up to September 29, 2024 in terms of Section 149 and other applicable provisions of the Act and Rules made there under. They are not liable to retire by rotation.

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 which was held on January 31, 2019 at registered office of the Company.

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 (2) 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 employees remuneration of the Company for the FY 2018-2019

Sr. No. Designation Name CTC (Rs. in Lakhs) Median Employee Salary (Rs. in Lakhs) Ratio
1 Managing Director Mr. Arup Basu 27.73 2.69 10.31 :1

b. The percentage increase in remuneration of each director, chief financial officer, chief executive officer, company secretary or manager, in the FY 2018-2019

Sr. No. Name Designation Remuneration in F Y 2018-19 (Rs. In Lakhs) Remuneration in F Y 2017-18 (Rs. In Lakhs) Change (Rs. In Lakhs) % of changes
1 Mr. Arup Basu Managing Director 27.73 28.33 (0.60) (2.12)
2 Mr. Vikas Agarwal Chief Financial Officer 11.73 11.48 0.25 2.18
3 Mr. Bilal Topia Company Secretary 3.55 2.37 N.A.* N.A.*

*Appointed w.e.f. 11.08.2017

. The percentage increase in the median remuneration of employees in the FY 2018-19

Remuneration of 2018-19 (Rs. In Lakhs) Remuneration of 2017-18 (Rs. In Lakhs) Increase Percentage
2.69 2.93 (0.24) (8.19)

d. The number of permanent employees on the rolls of Company

Name of the company No. of Employees as on March 31, 2018 No. of Employees as on March 31, 2019 % of change during the year
REFNOL RESINS AND CHEMICALS LIMITED 81 74 (8.64)

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

Remuneration paid to employee excluding managerial personnel for the F Y 2018-19 (Rs. in Lakhs) Remuneration paid to employee excluding managerial personnel for the F Y 2017-18 (Rs. in Lakhs) % of Change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the F Y 2018-19 (Rs. in Lakhs) Remuneration paid to managerial personnel for the F Y 2017-18 (Rs. in Lakhs) % of Change in remuneration paid to managerial personnel
237.21 272.32 (12.89) 43.01 43.17 (0.37)

f. Statement containing the particulars of employees in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendments Rules, 2016:

Information showing names and other particulars of the top ten employees in terms of remuneration drawn and the name of every employee who were employed throughout the year/part of the year and were in receipt of remuneration in aggregate of not less than Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. for financial year:

Sr. No. Name of the Employee Designation Gross Remuneration p.a. (Rs. In lakhs) Nature of Employment Qualification Expe- rience (Years) Joining Date Age (Years) Last Employment % of Equity Shares Held Whether relative of any Director / Manager
1 Mr. Arup Basu Managing Director 27.73 Contractual and renewable B. Tech & MBA 39 15/06/2009 (As M.D.) 64 Erstwhile Refnol Resins & Chemicals Limited 0.071 -
2 Mr. Paresh Dave Sr. General Manager (Marketing) 13.61 Service B. Com 43 06/10/1986 59 Corn Products (India) Ltd. 0.003 -
3 Mr. Vikas Agarwal Chief Financial Officer 11.73 Service B. Com (Hons.), C.A., C.S. 16 15/11/2007 41 Soma Textiles & Industries Ltd 0.000 -
4 Mrs. Vijaya Manavalan Sr. Manager (Development) 6.71 Service B. Sc. 27 07/09/1994 48 Intermediate Industries - -
5 Mr. Prakash Kant General Manager (Marketing) 6.58 Service Diploma in marketing management 31 20/09/1991 50 DHL Courier Services - -
6 Mr. Arvind Khristi Sr. Factory Manager 6.40 Service B. Sc. 30 15/04/1991 53 N.C. Lecqur Paint - -
7 Mr. Satish Patro Sr. Manager, GWC 5.81 Service B.Sc. (Chem. Hons.) 28 19/02/1996 50 Allied Resins & Chemicals Limited - -
8 Ms. Padma Chawnani P.A. to M.D. 5.76 Service B. Com 28 04/07/1991 46 LIC of India - -
9 J.J. Patel Sr. Manager (Maintenance & Admin) 5.57 Service B.Sc. 38 06/02/2004 59 Tex Care Kenya - -
10 Mr. Prakash B.P. Manager, GWC 5.47 Service B.sc. (P.S.M.) 35 28/06/1997 57 Spectrochem Pvt. Ltd. - -

25. AUDITORS

25.1 Statutory Auditors

The statutory auditors, M/s. B. R. Shah & Associates, Chartered Accountants, (Firm Registration No. 129053W), were appointed at the 36th Annual General Meeting of the Company for a period of 5 years commencing from the conclusion of 36th AGM till the conclusion of the 41st AGM of the Company to be held in 2022, 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 2018-2019. 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. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM/WHISTLE BLOWER

The Audit Committee consists of the following members:

a. Mr. Bhalchandra Sontakke Chairman
b. Mr. Rajagopalan Sesha Director
c. Mr. Mukund Nagpurkar Director
d. Mr. Arup Basu Director

The above composition of the Audit Committee consists of majority of Independent Directors.

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, 2019 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, 2019, Directors who holds Shares of the Company are:

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
Mr. 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 2018-2019.

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. 3,08,99,000 (Rupees Three Crore Eight Lakh Ninety Nine Thousand only) and net worth is Rs. 13,09,62,204.50 (Rupees Thirteen

Crore Nine Lakh Sixty Two Thousand Two Hundred Four and Fifty Paise only) as on the last date of previous financial year viz., 31st March 2019 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 2018-19. 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 2018-19.

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. Rajagopalan Sesha 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, 2019:

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. 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.

40. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the financial year 2018-19 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.

41. 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.

42. COMPLIANCE OF PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 (as amended from time to time).

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 2019-20 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: August 12, 2019 CHAIRMAN
(DIN: 00062794)