| Dear Members,
The Directors present their 34th Annual Report together with the
Audited Financial Statements of Company for the year ended 31st March,
2015. The Management Discussion and Analysis has also been incorporated
into this report.
01. FINANCIAL RESULTS: (STANDALONE)
The financial results of the Company for the year under review are as
under: -
(Rs. In Lacs)
Particulars 2014-15 2013-14
Profit/(Loss) before Financial
Costs and Depreciation 59.51 (3.47)
Less:- Interest & Financial 95.08 109.71
Charges
Less:- Depreciation 7.74 15.86
Loss before tax (43.31) (129.04)
Tax Expenses - -
Short Provision of Tax in respect
of earlier years - -
Exceptional item -charge - 55.73
Loss after tax (43.31) (184.77)
Loss available for Appropriation (43.31) (184.77)
02. DIVIDEND
In view of the accumulated losses, your Directors have not recommended
any dividend for the year under review. Board of Directors sincerely
hopes that members would appreciate and understand the situation for
non-payment of Dividend.
03. 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.
04. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTUS
Your Directors wish to present the details of Business operations done
during the year under review:
The period under review was a very challenging year; still your Company
has performed quite well as compared to previous financial performance.
a. Consolidated Financial Performance:
* Consolidated income for the year increased by 21.33% to Rs. 3752.96
Lacs as compared to Rs. 3093.25 Lacs in 2014.
* Consolidated net sales for the year were Rs. 3728.11 Lacs as compared
to Rs. 3078.42 Lacs in 2014, growth of 21.10%.
* Consolidated profit before tax and after tax for the year was Rs.
32.05 Lacs as compared to (Rs. 146.16) Lacs loss in 2014.
b. Standalone Financial Performance:
* Standalone income for the year increased by 29.43% to Rs. 2040.51
Lacs as compared to Rs. 1576.55 Lacs in 2014.
* Standalone net sales for the year were Rs. 2028.45 Lacs as compared
to Rs. 1570.88 Lacs in 2014, growth of 29.13%.
05. INFORMATION ON STATE OF THE COMPANY'S AFFAIRS
The Company is in the business of manufacture and marketing of textile
chemicals, polyster resins and chemicals for laundry and garments wet
process. It covers both domestic and international markets. All the
products, services, different segments, 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".
06. 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.
07. 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.
08. SAFETY, HEALTH AND ENVIRONMENT:
a) Safety:
The Company encourages a high level of awareness of safety issues among
its employees and strives for continuous improvement. All incidents are
analysed in the safety committee meetings and corrective actions are
taken immediately. 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.
09. 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.
10. FINANCE
Cash and Cash equivalent as at 31st March, 2015 was Rs. 55.70 Lacs.
Interest and Fixed charges has decreased from Rs. 109.71 Lacs to Rs.
95.08 Lacs. 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.
10.1 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.
10.2 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.
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 company's operations in future.
11. 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 Company's 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.
12. RELATED PARTY TRANSACTIONS
All transactions entered into with the Related Parties as defined under
the Companies Act, 2013 read with Clause 49 of the Listing Agreement
were entered into during the financial year were on an arm's length
basis and were in the ordinary course of business. There are no
materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior approval of the Audit Committee is
obtained on a quarterly 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 rrelated party transactions is placed before the Audit Committee
and the Board of Directors for their approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website.
The Details of the Nomination and Remuneration Committee and the said
Policy have been provided under Corporate Governance Report, which
forms part of this Annual Report.
13. 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.
There are no qualifications in the Statutory Auditor's Report.
However,
* Company's Net Worth has been fully eroded, due to accumulated losses.
* The Company has incurred cash losses in the current financial year as
well as in the preceding financial years.
* Company's Loss has decreased substantially from Rs. 184.77 Lacs in
2013-14 to Rs. 43.31 Lacs in 2014-15, showing growth of 76.56% in
profitability.
* Company's accounts were prepared on going concern basis.
14. EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3), Section 134 (3) (a) and rule 11 of
the Companies (Management and Administration) Rules, 2014 the Extract
of the Annual Return has been annexed with this board's report in form
MGT-9 as "Annexure - C".
15. MEETINGS
During the year Four Board Meetings and Four Audit Committee Meetings
were convened and held. The Details of which are given in the corporate
Governance Report which forms part of Annual Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement
that:-
1. That in the preparation of the Accounts for the financial year
ended 31st March, 2015; the applicable accounting standards have been
followed along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year and of the
Profit or loss of the Company for the year under review.
3. That the Directors have taken proper and sufficient care for the
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.
4. Inspite of company's net worth being fully eroded, the Directors
have prepared the annual accounts on a going concern basis.
5. That proper internal financial control was in place and that the
financial controls were adequate and were operating efficiently.
6. That system to ensure compliance with the provisions of all
applicable laws was in place and was adequate and operating
effectively.
17. SUBSIDIARY COMPANIES
As on 31st March, 2015 following companies are the subsidiaries/step
down Subsidiaries of the Company:
17.1 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).
17.2 TEXCARE 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 cleansing detergents. TEXCARE
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)
17.3 TEX CARE BAHRAIN W.L.L. (TCB)
TEX CARE BAHRAIN W.L.L. was incorporated in the kingdom of Bahrain as a
limited liability company with the Ministry of Industry & Commerce
under the commercial registration number - 45414-01 dated 15 July 2000.
The company is engaged in the business of import, export and sale of
detergents, disinfectants, plastic manufacturing materials fiber
optical reinforced. TEX CARE BAHRAIN W.L.L. (TCB) is subsidiary of
Texcare Middle East LLC (TCME). TEX CARE BAHRAIN W.L.L (TCB),
represented by Texcare Middle East LLC (49% of share holding) & Karan
Anne Farangi Hinkly (51% of share holding). Operations of Texcare
Bahrain W.L.L. (TCB) have been discontinued during fourth quarter of
the year due to lack of viable business.
The Company has prepared Consolidated Financial Statement in strict
compliance with the applicable accounting standards and listing
agreement(s) executed with the stock exchanges where the shares of the
Company are currently listed. In compliance with Clause 32 of the
Listing Agreement, 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".
18. 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 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
19. 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.
The Board of Directors had on the recommendation of the Nomination &
Remuneration Committee designated Mr. Vikas Agarwal as Chief Financial
Officer (CFO), of the Company and also approved the terms of
remuneration, with effect from May 29, 2014. The Board has also
approved appointment of Ms. Anu Rajput as Company Secretary (CS), of
the Company along with the terms of remuneration with effect from
August 8, 2014 during the period under review.
Mr. Rajagopalan Sesha, a Non Executive Director of the Company had
resigned from the Chairmanship of the Audit committee, however he
continued to be a member of the committee. Mr. Bhalchandra Sontakke, an
Independent Director, has been appointed as chairman of the Audit
committee in place of Mr. Rajagopalan Sesha.
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 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 Khatau holds Directorship
in the following companies:
a. Asha Marine Products Private Limited
b. Emerald Capital Services Private Limited
c. Prism Plantations Private Limited
d. Indokem Limited
None of the Directors is disqualified for appointment/re-appointment
under Section 164 of the Companies Act, 2013. As required by law, this
position is also reflected in the Auditors' Report. The composition of
the Board, meetings of the Board held during the year and the
attendance of the Directors there at have been mentioned in the Report
on Corporate Governance in the Annual Report.
20. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Companies Act,
2013, Rules made thereof and Clause 49 of the Listing Agreement, 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
February 13, 2015 at registered office of the Company. The said policy
including above said criteria for the evaluation of the Board,
individual directors including independent directors and the committee
of the board has been laid down in the Corporate Governance Report,
which forms part of this Annual Report.
21. 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 Details of the Nomination and
Remuneration Committee and the said Policy have been provided under
Corporate Governance Report, which forms part of this Annual Report.
The Nomination and Remuneration policy as provided herewith pursuant to
provisions of Section 178(4) of the Companies Act, 2013 and Clause
49(IV)(B)(4) of the Listing Agreement, the same is enclosed herewith as
"Annexure - E". The policy is also available on our website at
following link
http://www.refnol.com/pdf/policy/policy-on-nomination-remuneration-
and-evaluation.pdf
22. 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 2014-2015
Sr. Name Designation CTC
No.
1 Mr. Arup Basu Managing Director 17.58
Sr. Name Median Employee Salary Ratio
No.
1 Mr. Arup Basu 1.84 9.54 : 1
b. The percentage increase in remuneration of each director, chief
financial officer, chief executive officer, company secretary or
manager, in the FY 2014-2015
Sr. Name Designation Remuneration
No. Paid in FY
2013-14
(Rs. In Lacs)
1 Mr. Arup Basu Managing Director 17.50
2 Mr. Vikas Agarwal Chief Financial Officer 7.60
(CFO)
3 Ms. Anu Rajput Company Secretary NA
(CS)
Sr. Name Remuneration Change % of
No. Paid in FY (Rs.In Lacs) changes
2014-15
(Rs. In Lacs)
1 Mr. Arup Basu 17.58 0.06 0.34%
2 Mr. Vikas Agarwal 7.89 0.29 3.82%
3 Ms. Anu Rajput 1.50 NA NA
* Mr. Vikas Agarwal designated as a CFO from May 29, 2014.
* Ms. Anu Rajput appointed as a CS from August 12, 2014.
c. The percentage increase in the median remuneration of employees in
the FY
Remuneration of Remuneration of Increase Percentage
2013-14(Rs.In Lacs) 2014-15(Rs.In lacs)
1.71 1.84 0.13 7.64%
d. The number of permanent employees on the rolls of Company
Name of the company No. of Employees No. of Employees
as on March as on March
31,2014 31, 2015
REFNOL RESINS AND 93 93
CHEMICALS LIMITED
Name of the company % of change
during the year
REFNOL RESINS AND 0
CHEMICALS LIMITED
e. The explanation on the relationship between average increases in
remuneration and Company performances
Particulars Financial Financial
year 2013-14 Year 2014-15
Total Revenue 1576.55 2040.51
Profit/(Loss) Before Tax (184.77) (43.31)
Profit/(Loss) After Tax (184.77) (43.31)
Total Remuneration paid 206.84 215.5
Particulars % Change
Total Revenue 29.43%
Profit/(Loss) Before Tax 76.56%
Profit/(Loss) After Tax 76.56%
Total Remuneration paid 4.19%
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company
(Rs. In Lacs)
Particulars 14-15 13-14
Remuneration of Key Managerial
Personnel (KMP) during 26.97 17.50
financial year 2014-15
(aggregated)
Turnover 2028.45 1570.88
Remuneration (as % of Turnover) 1.33% 1.11%
* Mr. Vikas Agarwal designated as CFO from May 29, 2014.
* Ms. Anu Rajput appointed as CS from August 12, 2014.
g. 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 Remuneration % of Change in
in to employee paid to employee remuneration paid
excluding managerial excluding to employees
personnel for the managerial excluding
F Y 2013-14 personnel for the managerial
F Y 2014-15 personnel
181.74 188.55 3.75%
Remuneration Remuneration % of Change
paid to managerial paid to managerial remuneration paid
personnel for the personnel for the to managerial
F Y 2013-14 F Y 2014-15 personnel
25.10 26.97 7.37%
* Mr. Vikas Agarwal designated as CFO from May 29, 2014.
* Ms. Anu Rajput appointed as CS from August 12, 2014.
h. The key parameters for any variable component of remuneration
availed by the Directors There is no variable component in the
remuneration availed by the Directors.
i. The ratio of remuneration of the highest paid directors to that of
the employees who are not directors but receive remuneration in excess
of the highest paid directors during the year
There is no employee in the Company who receive remuneration in excess
of the highest paid Director during the Year.
The Company has not paid any remuneration attracting the provisions of
Companies (Particulars of Employees) Rules, 1975 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Hence, no information is required to be appended to this report in this
regard.
23. AUDITORS
23.1 Statutory Auditors
The Company's Auditors, Messrs G.P. Kapadia & Co., Chartered
Accountants, (Firm Registration No.104768w) who were appointed at the
33rd (Thirty Third) Annual General Meeting of the Company, their
continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting. The
Company has received a certificate from the above Auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013. As required under
Clause 49 of the Listing Agreement, the auditors have also confirmed
that they hold a valid certificate issued by the Peer Review Board of
the Institute of Chartered Accountants of India.
The proposal for their re-appointment is included in the notice of the
Annual General Meeting.
23.2 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 2014-2015. The
Report of the Secretarial Audit Report is annexed herewith as "Annexure
- F".
24. 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.
25. RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage.
The business risk framework defines the risk management approach across
the enterprise at various levels including documentation and reporting.
The framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level. Risk
management forms an integral part of the Company's Mid-Term Planning
cycle. The key business risks identified by the Company and its
mitigation plans are as under:
25.1 Competition Risks:
The Chemical Industry is becoming intensely competitive with the foray
of new entrants and some of the existing players adopting inorganic
growth strategies. To mitigate this risk, the Company is leveraging on
its expertise, experience and it's created capacities to increase
market share, enhance brand equity / visibility and enlarge product
portfolio and service offerings. It would also leverage on its
Infrastructure, Commercial and Institutional Sales team to offer value
to large customers.
25.2 Occupational Health & Safety Risks:
Safety of employees and workers is of utmost importance to the Company.
To reinforce the safety culture in the Company, it has identified
Occupational Health & Safety as one of its focus areas. Various
training programmes have been conducted at the plants and sales units
such as behavior based safety training program, Visible Safety
Leadership program, Logistics Safety program etc. The accountability
structure has also been strengthened with the introduction of OH&S
competencies into the job descriptions of all Top Management, Line
Management and Safety Professionals.
25.3 Interest Rate Risk
Refnol Resins and Chemicals Limited borrow funds from domestic markets
to meet its short-term funding requirements. It is subject to risks
arising from fluctuations in interest rates.
25.4 Foreign Exchange Risk
Refnol Resins and Chemicals Limited prepare its financial statements in
Indian Rupee (INR), but most of the payables and receivables of
Polyester resin and Textile Chemical are in US Dollars, GBP maximizing
the cash flow risk on account of fluctuations in foreign exchange
rates.
25.5 Regulatory Compliance Risk
The evolution of the global regulatory environment has resulted into
increased regulatory scrutiny that has raised the minimum standards to
be maintained by Refnol Resins and Chemicals Limited. This signifies
the alignment of corporate performance objectives, while ensuring
compliance with regulatory requirements.
25.6 Risk Management Policy:
The Company has a risk management policy which from time to time is
reviewed by the Risk Management Committee of the Board of Directors.
The policy is reviewed quarterly by assessing the threats and
opportunities that will impact the objectives set for the Company as a
whole. The policy is designed to provide the categorization of this
into threats and its cause, impact, treatment and control measures. As
part of the risk management policy, the relevant parameters for
manufacturing sites are analysed to minimize risk associate with
protection of environment, safety of operations and health of people at
work and monitor regularly with reference to statutory regulations and
guidelines define by the company. The company fulfills its legal
requirement concerning ambition, waste water and waste disposal.
Improving work place safety continued top priority at manufacturing
site. The policy has been posted on the Company's website
www.refnol.com and also made available on the following link:
http://refnol.com/ pdf/policy/risk-management-policy.pdf
26. 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. Ms. Hutoxy Dara Miller - 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 co
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 explained in the Corporate Governance Report
and also posted on the website of the Company www.refnol.com
*Mr. Arup Basu became a member of Audit Committee w.e.f. 12th August
2014 V
a. Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
28. INSURANCE
All the properties and assets of the Company are adequately insured.
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 Company's
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
company's website on following link
http://www.refnol.com/pdf/policy/code-of- insider-trading.pdf
31. CORPORATE GOVERNANCE
Pursuant to the clause 49 of the Listing Agreement, a separate section
forming part of this report and titled as "Corporate Governance" is
attached herewith as "Annexure - G".
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 2014-15. 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 2014-15.
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
Mrs. Hutoxy Dara Miller 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.
38. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) 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 Company's 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 of the Company prepared in
accordance with relevant Accounting Standards (AS) issued by the
Institute of Chartered Accountants of India form part of this Annual
Report.
41. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion &
Analysis describing the Company's 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
Company's 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.
42. LISTING
Your company's shares are listed with The Bombay Stock Exchange,
Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai. (Stock
Code: - 530815). The Company has already paid Annual Listing fees of
The Stock Exchange, Mumbai for the ensuing financial year.
43. 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,
Mahendra. K. Khatau
Place: Mumbai (Chairman)
Date : 10th August, 2015 DIN: 00062794 |