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You can view full text of the latest Director's Report for the company.

BSE: 533407ISIN: INE672K01025INDUSTRY: Textiles - General

BSE   ` 31.00   Open: 31.00   Today's Range 31.00
31.90
+0.00 (+ 0.00 %) Prev Close: 31.00 52 Week Range 15.06
39.50
Year End :2018-03 

DIRECTORS REPORT

To,

The Members,

Your Directors take pleasure in presenting the 14TH (Fourteenth) Annual Report on the business and operations of your Company along with Audited Financial Statements for the Financial Year ended 31st March, 2018.

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

Financial Results

Rs in Lakhs

Particulars

Year ended 31st March, 2018

Year ended 31st March, 2017

Sales/Income from operations

25053.23

24775.84

Other Income

213.17

135.19

Total Income

25284.40

24912.03

Total Expense

24605.25

23679.80

Depreciation

515.46

538.66

Prof it Before Tax

163.68

693.56

Tax

35.91

195.46

Prof it After Tax

127.76

498.10

Previous year figure has been restated as per IND-AS, reconciliation of the same is provided in the notes to the Financial Statements note no. 46

2. PERFORMANCE HIGHLIGHTS:

The total revenue during the year under review was Rs. 25284.40 Lakhs as against Rs. 24912.03 Lakhs in the previous year showing an increase of 1.49%. However productivity was increased in comparison to previous year production. However Profit before tax (PBT) was Rs. 163.68 Lakhs as against Rs. 693.56 Lakhs, showing a decrease of 76.4% and profit after tax (PAT) stood at Rs. 127.76 Lakhs as against Rs. 498.10 Lakhs in the previous year showing a decrease of 74.35% due to market situation profit margins were reduced.

3. DIVIDEND:

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

4. RESERVES:

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

5. SHARE CAPITAL:

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

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

6. DEPOSITS:

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

7. FUTURE OUTLOOK:

Polyester filament Yarn Market scenario

In India consumption is increasing year on year basis. Consumption of Polyester fiber is gaining momentum due to factors like fluctuation of Cotton prices, increased presence & sourcing by global brands where polyester fiber dominates, growth of women's wear segment, growth of value retail etc.

Outlook for polyester as calculated by experts shows that consumption of polyester yarn will be double to that of cotton by 2020-22. The Untapped opportunity remains in Man Made Fiber (MMF) based product categories, which can give an exponential growth to India's export of textile and apparel. Consumption of MMF based products will increase in domestic Market in following

Segment:

a. Women's western wear & lingerie-lncreasing women participation in workforce;

b. Active wear-India's large young population base with increasing awareness towards fitness;

c. Mobiltech products-India's emergences as global automobile manufacturing hub;

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

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

To reap maximum benefits of the future scenario, India needs focus on manufacturing of MMF based products. A drastic change is expected in the consumption of polyester yarn, share of which is projected to grow to 53% by 2020-22.

Future course of action:

Looking the scenario of polyester yarn we need to upgrade by innovation, increase the volume, integration, R&D and branding. Future demand is very promising.

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

In accordance with the provisions of Section 134 (3) (m) the Companies Act, 2013 read with Rule 8 (3) Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE -1 and forms part of this report.

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

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

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

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2018.

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

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

14. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended to this Report as ANNEXURE-ll.

15. RELATED PARTY TRANSACTIONS:

All transactions entered into with the Related Parties in terms of Section 2(76) and Section 188 of the Companies Act, 2013 read with Regulation 2(zc) and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Material Related Party Transactions during the year. Thus, disclosure in

Form AOC-2 is not required.

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

16. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Pooransingh Mathuria, Whole-time Director, Mr. Pradip Khandelwal, Chief Executive Officer, Mr. Satish Bhatt, Chief Financial Officer and Mr. Harsh Hirpara, Company Secretary were the Key Managerial Personnel of the Company for the year ended 31st March, 2018.

17. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jyotiprasad Chiripal (DIN: 00155695) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

During the year under the review Mr. Rajendraprasad Shah (DIN: 01982424) had tendered his resignation on 13th February, 2018.

None of the Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013, as required by law this position is also reflected in the Auditors' Report.

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

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

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

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

19. POLICYON APPOINTMENT AND REMUNERATION OF DIRECTORS:

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

20. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

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

21. COMMITTEES OF THE BOARD:

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

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

22. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:

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

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

23. STATUTORY AUDITORS:

M/s. Samir M. Shah & Associates, Chartered Accountants (FRN 122377W) were appointed as Statutory Auditors of your Company at the Previous Annual General Meeting held on 23rd September, 2017 till the conclusion of ensuing Annual General

Meeting.

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

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

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mr. Jatin Kapadia, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for financial year 2017-18 issued by Mr. Jatin Kapadia, Practicing Company Secretaries has been appended as Annexure - V to this report. There were no qualifications or adverse remarks in their Report.

25. COST AUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time the Board of Directors of the Company on recommendation of Audit Committee has appointed M/s. A.G. Tulsian &., Cost Accountants, as Cost Auditor of the Company to conduct audit of Cost Accounts of the Company for the Financial Year 2017-18. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

26. SEXUAL HARRASMENT POLICY:

The Company has in place an Anti Sexual Harassment Pol icy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2017-18, no sexual harassment complaints has been registered with the Company

27. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

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

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

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

29. DIRECTORS' RESPONSIBILITY STATEMENT:

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

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the prof it of the Company for that period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors had prepared the annual accounts on a going concern basis; v. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. CORPORATE GOVERNANCE:

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

31. GENERAL SHAREHOLDER INFORMATION:

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

32. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board

Sd/-

Pooransingh Mathuria

Place: Ahmedabad

WholeTime Director

Date: 14th August, 2018

DIN: 07430356

ANNEXURE - I TO THE DIRECTORS REPORT CONSERVATION OF ENERGY/ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:

i. The Steps taken or impact on conservation of energy: Company has started using fuel efficient Coal instead of Lignite and Local Coal and this will in-turn reduce the fuel and maintenance cost of the Company.

ii. The Steps taken by the Company for utilizing alternate sources of energy:

• Company is now using fuel efficient Coal instead of Lignite and local fuel by which fuel as well as power consumption of the companyis reduced.

iii. The Capital investment on energy conservation equipment: Separate Shed has been established for storing the fuel efficient Coal by this Coal will remain dry during the rain and will be protected from moist and so, efficiency of the Plant and Machinery will be maintained.

B. TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption:

Company has started to use fuel efficient Coal, this will directly have positive effect on durability of Boiler and Coal Plant so, deterioration of the same will be reduced.

Further, Company has done capital expenditure in Machinery and Company is planning for standby equipment in utility and power generation.

ii. Benefits derived like Product Improvement, Cost Reduction, Product Development or import Substitution:

• As company is using fuel efficient Coal so, overall Cost of Production will be reduced.

• Company during the year established Paper Tube Plant for captive use of the same and for selling it to the outside parties and this will lead to;

a) Consistencyin Quality of Packing Material;

b) Revenue will be increased and

c) Cost of Production will be decreased and this will lead to increase in profit margins of the Company.

iii. In case of Imported Technology (imported during the last 3 years reckoned from the beginning of the financial year)-Not Applicable

iv. The expenditure incurred in Research and Development: Company has done expenditure in testing equipment in order to have check in quality of the product and maintain the same.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo are given in the notes to the Financial Statements.

Annexure - II to the Directors Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March, 2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

REGISTRATION & OTHER DETAILS:

1.

CIN

L17111GJ2003PLC043354

2.

Registration Date

17th December, 2003

3.

Name of the Company

CIL Nova Petrochemicals Limited

4.

Category/Sub-category of the Company

Company limited by shares and Indian Non-Government Company

5.

Address of the Registered office & contact details

Survey No. 396(P), 395/4(P), Moraiya Village, Sarkhej- Bavla Highway, Tal. Sanand, Ahmedabad 382210. Tel:- 91 -9825800060 Fax:- 91-2717-250556,251612 Email: investorgrievances.cilnova@chiripalgroup.com

6.

Whether listed company

Yes

7.

Name, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Private Limited 5th floor, 506 to 508 Amarnath Business Centre - I (ABC - I), Beside Gala Business Centre, Nr. St. Xaviers College Corner Off C. G. Road, Navarangpura, Ahmedabad - 380009 Tel No:- 079-26465179 Fax No:- 079-26465179

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of main products

NIC Code of the Product/service

Percentage to total turnover of the company

1

Preparation and Spinning of Man-made fiber including blended man-made fibers and others

13114

93.52

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

NA

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY): A) CATEGORY-WISE SHARE HOLDING

Category of Shareholders

No. of Shares held at the beginning of the year as on 1st April, 2017

No. of Shares held at the end of the year as on 31st March, 2018

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

1. Indian

a. Individual/ HUF

62,03,587

--

62,03,587

22.89

54,76,418

--

54,76,418

20.21

-2.68

b. Central Government

-

--

--

-

--

--

--

--

--

c. State Government

-

--

--

-

--

--

--

--

--

d. Bodies Corporate

1,19,08,405

--

1,19,08,405

43.94

1,27,08,405

--

1,27,08,405

46.89

2.95

e. Banks /Fl

-

--

--

-

--

--

--

--

--

f. Any other Foreign Individual

-

--

--

-

9,27,469

--

9,27,469

3.42

3.42

Total shareholding of Promoter (A)

1,81,11,992

--

1,81,11,992

66.83

1,91,12,292

--

1,91,12,292

70.53

3.70

B. Public Shareholding

1. Institutions

a. Mutual Funds

-

--

--

-

--

--

--

--

--

b. Banks /Fl

300

--

300

0.00

300

--

300

0.00

--

e. Central Government

-

--

--

-

--

--

--

--

--

d. State Government

-

--

--

-

--

--

--

--

--

e. Venture Capital Funds

-

--

--

-

--

--

--

--

--

f. Insurance Companies

-

--

--

-

--

--

--

--

--

g. Flls/FPI

1,42,650

--

1,42,650

0.53

6,07,750

--

6,07,750

2.24

1.71

h. Foreign Venture Capital Funds

~

--

--

~

--

--

--

--

--

I. Others (specify)

-

--

--

-

--

--

--

--

--

Sub-total (B)(1):-

1,42,950

--

1,42,950

0.53

6,08,050

--

6,08,050

2.24

1.71

2. Non-Institutions

a) Bodies Corporate

i. Indian

46,08,024

65,817

46,73,841

17.25

34,47,348

65,817

35,13,165

12.96

-4.29

b) Individuals

i. Individual shareholders holding nominal share capital upto ? 2 lakh

13,31,761

2,74,816

16,06,577

5.93

12,09,894

2,69,216

14,79,110

5.46

-0.47

ii. Individual shareholders holding nominal share capital in excess of Rs 2 lakh

15,18,392

15,18,392

5.60

14,07,120

2,200

14,09,320

5.20

-0.4

c) Others (specify)

i. Trust

1,000

--

1,000

0.00

--

--

--

--

-

ii. Hindu Undivided Family

4,10,838

--

4,10,838

1.52

3,93,047

--

3,93,047

1.45

-0.07

iii. Non Resident Indians

3,71,229

2,00,100

5,713,29

2.81

3,18,126

2,00,100

5,18,226

1.91

-0.9

iv. Overseas Corporate Bodies

2,500

~

2,500

0.01

2,500

~

2,500

0.01

-

v. Foreign Nationals

--

--

-

--

--

--

--

vi. Clearing Members

60,581

0.00

0.22

64,290

--

64,290

0.24

0.02

Sub-total (B)(2):-

83,04,325

5,40,733

88,45,058

32.64

68,42,325

5,37,333

73,79,658

27.23

-5.41

Total Public Shareholding (B)=(B)(1) (B)(2)

84,47,275

5,40,733

89,88,008

33.17

74,50,375

5,37,333

79,87,708

29.47

-3.70

C. Shares held by Custodian for GDRs & ADRs

Grand Total (A B C)

2,65,59,267

5,40,733

2,71,00,000

100.00

2,65,62,667

5,37,333

2,71,00,000

100.00

-

D. SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

Sr. No.

Shareholders Name

No. of Shares held at the beginning of the year as on 1st April, 2017

No. of Shares held at the end of the year as on 31st March, 2018

% change in shareholding during the year

No. of Shares

% of total Shares of the company

%of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1.

Chiripal Exim LLP

55,00,000

20.30

19.93

55,00,000

20.30

49.09

0.00

2.

Devkinandan Corporation LLP

45,57,747

16.82

10.07

53,57,747

19.77

25.48

2.95

3.

Chiripal Industries Ltd

15,14,000

5.59

0.00

15,14,000

5.59

0.00

0.00

4.

Vedprakash Chiripal

7,27,469

2.68

0.00

9,27,469

3.42

0.00

0.74

5.

Brijmohan Chiripal

12,29,120

4.54

0.00

12,29,120

4.54

0.00

0.00

6.

Manjudevi J. Agarwal

10,00,400

3.69

0.00

10,00,400

3.69

0.00

0.00

7.

Savitridevi V Chiripal

5,00,200

1.85

0.00

5,00,200

1.85

0.00

0.00

8.

Vishal V Chiripal

5,00,200

1.85

0.00

5,00,200

1.85

0.00

0.00

9.

Urmiladevi J Agarwal

10,00,600

3.69

0.00

10,00,600

3.69

0.00

0.00

10.

Shanti Exports Private Limited

2,24,808

0.83

0.00

2,24,808

0.83

0.00

0.00

11.

Nandan Denim Limited

64,000

0.24

0.00

64,000

0.24

0.00

0.00

12.

Shanti Educational Initiatives Limited

47,850

0.18

0.13

47,850

0.18

36.47

0.00

13.

Jayprakash D Chiripal

4,77,580

1.76

0.00

4,77,580

1.76

0.00

0.00

14.

Jyotiprasad D Chiripal

7,39,969

2.73

0.00

7,39,969

2.73

0.00

0.00

15.

Aayushi J Agarwal

200

0.00

0.00

200

0.00

0.00

0.00

16.

Brijmohan D Chiripal -HUF

400

0.00

0.00

400

0.00

0.00

0.00

17.

Deepak J Agarwal

400

0.00

0.00

400

0.00

0.00

0.00

18.

Pritidevi B Chiripal

400

0.00

0.00

400

0.00

0.00

0.00

19.

Ronak B Agarwal

25,949

0.10

0.00

25,949

0.10

0.00

0.00

20.

Ruchi B Agarwal

200

0.00

0.00

200

0.00

0.00

0.00

21.

Vansh J Chiripal

200

0.00

0.00

200

0.00

0.00

0.00

22.

Vedprakash D Chiripal - HUF

200

0.00

0.00

200

0.00

0.00

0.00

23.

Nishi Agarwal

100

0.00

0.00

100

0.00

0.00

0.00

Total

1,81,11,992

66.83

30.13

1,91,12,292

70.53

21.36

3.69

E. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS AS ON 31ST MARCH, 2018: (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND DRS)

Sr. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding During the year

No. of shares

% of total shares of the company

No. of Shares

% of total shares of the company

1

Gupta Silk Mills Private Limited

At the beginning of the year

6,63,700

2.44

6,63,700

2.44

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

6,63,700

2.44

6,63,700

2.44

2

New Leaina Investments Limited

At the beginning of the year

1,42,650

0.53

1,42,650

0.53

Transaction Sale/Purchase

4,65,100

Purchase

1.71

6,07,750

2.24

At the end of the year

6,07,750

2.24

6,07,750

2.24

3

Tripoli Management Private Limited

At the beginning of the year

15,14,000

5.59

15,14,000

5.59

Transaction Sale/Purchase

10,00,000

Sale

3.69

5,14,000

1.90

At the end of the year

5,14,000

1.90

5,14,000

1.90

4

Gupta Synthetics Ltd

At the beginning of the year

3,50,500

1.23

3,50,500

1.29

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

3,50,500

1.29

3,50,500

1.29

5

Rameswar Retailers Pvt Ltd

At the beginning of the year

3,11,089

1.48

3,11,089

1.48

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

3,11,089

1.48

3,11,089

1.48

6

Rushp Trading LLP

At the beginning of the year

3,11,089

1.48

3,11,089

1.48

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

3,11,089

1.48

3,11,089

1.48

7

Rikin Bharatbhushan Agarwal

At the beginning of the year

2,79,465

1.00

2,79,465

1.00

Transaction Sale/Purchase

6,462

Sale

0.00

2,73,003

1.00

At the end of the year

2,73,003

1.00

2,73,003

1.00

8

Manuj Chiripal

At the beginning of the year

3,05,418

1.13

3,05,418

1.13

Transaction Sale/Purchase

73,176

Sale

0.27

2,32,242

0.86

At the end of the year

2,32,242

0.86

2,32,242

0.86

9

Satrama Trading Lip

At the beginning of the year

2,15,000

0.79

2,15,000

0.79

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

2,15,000

0.79

2,15,000

0.79

10

Bharatbhushan Omprakash Agarwal

At the beginning of the year

1,82,289

0.67

1,82,289

0.67

Transaction Sale/Purchase

4,215

0.02

1,78,074

0.65

At the end of the year

1,78,074

0.65

1,78,074

0.65

E. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL*:

Sr. No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding During the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Mr Jyotiprasad Chiripal

At the beginning of the year

7,39,969

7.23

7,39,969

7.23

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

7,39,969

7.23

7,39,969

7.23

2

Mr. Ambalal C Patel

At the beginning of the year

2,000

0.00

2,000

0.00

Transaction Sale/Purchase

N.A.

N.A.

N.A.

N.A.

At the end of the year

2,000

0.00

2,000

0.00

*0ther than this Directors /KMP were not holding any shares

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs in Lakhs)

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

34.60

--

--

34.60

ii) Interest due but not paid

-

--

--

--

iii) Interest accrued but not due

0.27

--

--

0.27

Total (i ii iii)

34.87

--

--

34.87

Change in Indebtedness during the financial year

* Addition

11.30

--

--

11.30

* Reduction

25.74

--

--

--

Net Change

-14.44

--

--

--

Indebtedness at the end of the financial year

i) Principal Amount

20.32

--

--

20.32

ii) Interest due but not paid

-

--

--

--

iii) Interest accrued but not due

0.11

--

--

0.11

Total (i ii iii)

20.43

--

--

20.43

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sr. No.

Particulars of Remuneration

Name of Whole-time Director

Total Remuneration

Jyotiprasad Chiripal Chairman

Pooransingh Mathuiria WTD

1

Gross salary

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

15.82

15.82

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

__

__

__

c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

__

__

2

Stock Option

-

--

-

3

Sweat Equity

-

-

--

4

Commission - as % of profit - others, specify...

5

Others, please specify

1. PF Contribution

2. Gratuity Accrued for the year (Payable at Retirement/resignation)

..

..

..

Total (A)

-

15.82

15.82

Ceiling as per the Companies Act, 2013 (as per Schedule V)

B. REMUNERATION TO OTHER DIRECTORS

(Rs in Lakhs)

Sr. No.

Particulars of Remuneration

Fees for attending board /committee meetings

Commission

Others, please specify

Total Amount

1

Independent Directors

Mr. Ambalal Patel

1.15

-

-

Mr. Rajendraprasad Shah

1.13

-

-

Mr. Murlimanohar Goyal

-

-

-

-

Ms. Chinar Jethwani

0.72

-

-

-

Total A

-

-

2

Other Non-Executive Directors

-

-

-

-

Total B

-

-

-

-

Total Managerial Remuneration (A) (B)

3

-

-

3

Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)

-.

SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL*:

Sr. No.

Particulars

Key Managerial Personnel

CEO

CFO

cs#

CS*

Total

Mr. Pradipkumar Khandelwal

Mr. Satish Bhatt

Mr. Harsh Hirpara

Mr. Chintan Amlani

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

30.78

9.50

2.21

2.45

44.94

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

-

-

-

-

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

__

__

__

__

__

2

Stock Option

-

-

-

-

-

3

Sweat Equity

-

-

-

-

-

4

Commission

- as % of profit

-

-

-

-

-

others, specify

5

Others, please specify

-

-

-

-

-

Total

30.78

9.50

2.21

2.45

44.94

* Mr. Chintan Amlani has resigned as Company Secretary w.e.f. 27th September, 2017

# Mr. Harsh Hirpara appointed as Company Secretary w.e.f. 11th December, 2017

C. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

(Rs in Lakhs)

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

NONE

Punishment

Compounding

B. DIRECTORS

Penalty

NONE

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NONE

Punishment

Compounding

For and on behalf of the Board

Sd/-

Pooransingh Mathuria

Place: Ahmedabad

WholeTime Director

Date: 14th August, 2018

DIN: 07430356

Annexure III to the Directors Report

Details pertaining to remuneration 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:

i. The ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year 2017-18 and ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or

Sr. No.

*Name of Director/KMP and its Designation

Remuneration to the Director/KMP for the Financial Year 2017-2018

Remuneration to the Director/KMP for the Financial Year 2016-2017

Percentage increase/decrease in remuneration in the Financial Year 2017-2018

Ratio of Remuneration of each Director to the Median Remuneration of Employees

1.

Mr. Jyotiprasad Chiripal Director and Chairman

-

-

-

-

2.

Mr. Pooran Singh Mathuria Whole-time Director

15.82

13.27

2.55

8.22

3.

Mr. Pradip Khandelwal Chief Executive Officer

30.78

29.72

1.03

15.99

4.

Mr. Satish Bhatt Chief Financial Officer

9.50

9.10

0.40

4.95

5.

Mr. Chintan Amlani Company Secretary#

2.63

4.39

N.A.

1.27

6.

Mr. Harsh Hirpara Company Secretary*

2.20

N.A.

N.A.

1.14

* Only Sitting Fees is paid to Independent Directors.

# Mr. Chintan Amlani resigned as Company Secretary w.e.f. 27th September, 2017

* Mr. Harsh Hirpara appointed as Company Secretary w.e.f. 11th December, 2017

iii. The Median Remuneration of Employees (MRE) of the Company is Rs. 1,92,466 for the Financial Year 2017-2018. The MRE for the year decreased by Rs. 16,288 as compared to Rs. 2,08,754 during the previous financial year. iv. The number of permanent employees on the rolls of the Company is 352 for the year ended 31st March, 2018. v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial Year was approx. 9.40%. Managerial Remuneration was not increased during the year under consideration, the increase in remuneration is determined based on the performance by the employees of the Company. vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company. The ratio of the remuneration of the highest paid director and other details of the employees who are not directors but received remuneration in excess of the highest paid director during the year is as below;

Employees covered under rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014 mentioned as below;

Name

Designation

Remuneration received (Rs In Lakhs)

Nature of Employment

Date of Commencement

Age

Qualification

Last employment held by such employee before joining the company

Relation with Director

Pradip Khandelwal

CEO

30.78

Permanent

18/02/2011

56

ICWA

Suzlon Energy Ltd.

NA

S. P. Paranjapee

Asst. Vice President Marketing & Sales

20.95

Permanent

04/08/1999

54

B. Tech

Nova Petrochemicals Ltd.

NA

Akhil Saraf

Asst. Vice President Production

15.41

Permanent

01/02/2011

49

B. Tech

Raj Reyons Industries Ltd.

NA

Harshad Patel

DGM

12.81

Permanent

04/04/2008

36

BE BOE

Euro Garies Ltd.

NA

Parimal Khanna

DGM

10.70

Permanent

01/02/2008

41

MBA

NRC Ltd.

NA

Ranjan Bhanja

DGM

9.86

Permanent

01/06/2016

46

B.COM

Radha Madhav Industries Ltd.

NA

Satish Bhatt

CFO

9.50

Permanent

01/06/2016

53

B.Com

Nova Petrochemicals Ltd.

NA

Rajendra Dikhit

Sr. Manager

9.11

Permanent

14/04/2011

57

BBA

Raj Reyons Industries Ltd.

NA

Nitin Patel

DGM

8.63

Permanent

14/02/1996

59

LIB

Nova Petrochemicals Ltd.

NA

Vivekanand Shukla

IT-EDP

8.21

Permanent

01/06/2007

48

B.COM and IT

Welspun Syntex Ltd.

NA

For and on behalf of the Board

Sd/-

Pooransingh Mathuria

Place: Ahmedabad

WholeTime Director

Date: 14th August, 2018

DIN: 07430356

Annexure - IV to Directors Report

ANNUAL REPORT ON CSR ACTIVITIES CARRIED OUT BY THE COMPANY

1 A brief outline of the company's CSR policy, including overview of projects or Programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or Programmes.

CSR policy is stated herein below:

The Mission and philosophy of the CSR function of the Company is "To contribute positively to the development of the society, by acting as a good neighbor, considerate of others, playing the role of a good corporate citizen with passion and compassion."

Hence the CSR activities undertaken by the organization essentially focus on four core areas of Environment, Health,

Education and Community Development.

The focus of the Company is to contribute to various institutions and initiatives around the manufacturing locations to provide social services to the needy. The CSR vision of the Company is to strive to be a responsible corporate by proactively partnering in the Environmental, Social and Economic development of the communities through the use of innovative technologies, products as well as through activities beyond normal business.

The Company endeavors to make a positive and significant contribution to the society by targeting social and cultural issues, maintaining a humanitarian approach and focusing on areas in and around its plants and where its establishments are located.

In particular, the Company will undertake CSR activities as specified in Schedule VII to the Companies Act, 2013 (including any amendments to Schedule VII and any other activities specified by the Government through its notifications and circulars) but will not be limited to the following:

1. Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently able and livelihood enhancement projects;

2. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation, including contribution to the Swatch Bharat Kosh set up by the Central Government for the promotion of sanitation and making available safe drinking water;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

6. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women;

7. Slum area development.

Disclosure: CSR activities will be undertaken either by the Company itself or through a Trust/Section 8 Company to be established by the Company or through any other Trust engaged in similar projects and activities.

2 Composition of CSR committee:

Name of the Member

Designation

Mr. Murlimanohar Goyal

Chairperson

Ms. Chinar Jethwani

Member

Mr. Ambalal Patel

Member

3 Average net profit of the company for last three financial years: Rs. 6,93,24,557

4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs 13,86,491

5 Details of CSR spend for the financial year:

a) Total amount spent for the financial year: Rs 13,86,491

b) Amount unspent if any: Nil

c) Manner in which the amount spent during the financial year is detailed as below:

Sr. No.

CSR Project or activity

Sector

Location

Amount outlay (Budget)

Amount spent on the project or Programme

Cumulative Expenditure up to reporting period

Amount spent directly/or throughout implementing agency

1.

Milestone Educom Trust

Education

Ahmedabad

14,00,000

Rs. 14,00,000

Rs. 14,00,000

Directly

Total

Rs. 14,00,000

Rs. 14,00,000

Rs. 14,00,000

-

6 CSR Policy and Committee has been formulated

For, CIL Nova Petrochemicals Limited

For, CIL Nova Petrochemicals Limited

Pooransingh Mathuria

Murlimanohar Goyal

SD/-

SD/-

Whole Time Director

Chairman

DIN: 07430356

CSR Committee

DIN: 02329431

Date: 14th August, 2018

Place: Ahmedabad

Annexure - V to the Directors Report

FORM No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

CIL NOVA PETROCHEMICALS LTD

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CIL NOVA PETROCHEMICALS LTD (for brevity purpose, hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on our verification of the Company's papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to me and maintained by the Company for the financial year ended on 31st March, 2018 according to the applicable provisions of:

a) The Companies Act, 2013 ('the Act') and the rules made there under, as applicable;

b) The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under;

c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

d) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

e) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, Presently (Prohibition of Insider Trading) Regulations 2015;

3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

f) Other laws specifically applicable to the Company namely-

i) Additional Duties of Excise(Textiles and Textile Articles) Act, 1978;

ii) Textiles Committee Act, 1963;

iii) Textiles (Development and Regulation) Order, 2001;

iv) Textiles (Consumer Protection) Regulations, 1988;

v) Water (Prevention and Control of Pollution) Act, 1974;

vi) Environment (Protection) Act, 1986;

vii) Employees' Provident Funds & Misc. Provisions Act, 1952;

viii) Employees' State Insurance Act, 1948;

ix) Factories Act, 1948;

x) Minimum Wages Act, 1948;

xi) Payment of Gratuity Act, 1972;

xii) Labour Laws and other incidental laws;

xiii) Negotiable Instruments Act, 1881 I have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings.

b. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the period under review and as per the explanations and clarifications given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/-

(Jatin Kapadia)

Place:-Ahmedabad

Company Secretary

Date:-13th August, 2018

COP: 12043

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this re port.

Annexure A

To,

CIL NOVA PETROCHEMICALS LIMITED

Our report of even date is to be read along with this letter.

(a) Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on my audit;

(b) We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices. We followed provide a reasonable basis for my opinion;

(c) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and Where ever required, We have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

(d) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

(e) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-

(Jatin Kapadia)

Place:-Ahmedabad

Company Secretary

Date:-13th August, 2018

COP: 12043