DIRECTORS' REPORT To, The Members Your Directors have pleasure in presenting their 33rd Annual Report, together with the Audited Statement of Accounts for the financialyearended31stMarch, 2015. DIVIDEND: With a view to conserve the resources in long run, your Directors have not recommended any dividend for the yearended 31" March, 2015. TRANSFER TO RESERVE: Your Company proposes to transfer Rs. Nil Lacs to General Reserves out of the amount available for appropriations during the financial year 2014-2015 (as compared to Rs. Nil in the previous financial year). MANAGEMENT DISCUSSION AND ANALYSIS OVERVIEW The Company is engaged in the manufacturing and selling activities of Camphor, Sodium Acetate and allied products, Terpene Chemicals and Synthetics Resins at its Units located at Kumbhivali Village, Taluka Kahalapur, Khopoli, District Raigad, Maharashtra. DIRECTORS Mr. Narendra Goenka, one of the independent Director of the Company has resigned from the directorship of the Company due to his preoccupied schedule. The Board of Directors in their meeting dated 4* October, 2014 appointed Mrs. Anita Shriya as an Additional Director in the category of Non Executive Independent Director of the Company. Mrs. Anita Shriya will hold office upto the date of the ensuing Annual General meeting of the Company and is eligible for re-appointment. Your Directors recommend her re-appointment as a regular independent Director for a term of Five consecutive years, Details of the proposal for appointment of Mrs. Anita Shriya are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 in the Notice of the 33* Annual General Meeting. At the Annual General Meeting (AGM) of the Company held on 19th September, 2014, the members of the Company have appointed Mr. Rajkumar Saraf, Rajkumar Jatia, Sharad Saraf as independent Directors in terms of the Companies Act, 2013 for a term of 5 years effective from 19th September, 2014. All Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013and Clause 49 of the Listing Agreements. In accordance with provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Rajkumar Saraf and Mr. Sharad Saraf retires by rotation at the ensuing AGM and being eligible offers themselves for re-appointment as Director. MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. During the year five meetings were convened and held, the details of which are given in the Corporate Governance Report. REMUNERATION POLICY The Board has, on the recommendation of the Nomination and Remuneration Committee approved a policy for selection, appointment and remuneration of Directors and Senior Management Personnel. AUDIT COMMITTEE The details of the Audit Committee and it's meeting during the financial year 2014-2015 forms part of the Corporate Governance Report. BOARD EVALUATION Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of section 134(3) (c) of the Companies Act, 2013 your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work state that in all material respects. a) In the preparation of the annual financial statements for the year ended March, 2015 the applicable accounting standards have been followed. b) Appropriate accounting policies have been selected, applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2015 and of the profit of the Company forthe year ended on that date. c) Proper and sufficient care has been taken 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. d) The annual financial statements have been prepared on a going concern basis. e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively. f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. DEPOSITS During the year the Company has not accepted deposits from the Shareholders and others and that the Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the rules made there under. STATUTORY AUDITORS M/s. R. Kabra & Company, Chartered Accountants (Registration No. 104502W) were appointed as statutory Auditors of the Company at the last Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company. They are eligible to continue as statutory Auditors at the ensuing Annual General Meeting. Your Directors recommend their re-appointment as statutory auditors at the ensuing Annual General Meeting for a period of Three years subject to the approval of shareholders at every Annual General Meeting of the Company. The observation and comments given in the Auditors Report read together with the notes to the accounts are self explanatory and hence do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BYTHE COMPANY The Company has not given any loans or guarantees or investments covered under the Provisions of Section 186 of the Companies Act, 2013. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the period under review, the Company had not entered into any material transaction with any of its related parties. Attention of members is drawn to the disclosure of transactions with related parties setout in Note No. 33 of Financial Statements forming part of the Annual Report. All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest. RELATED PARTY TRANSACTION: All related party transactions that were entered into during the financial year were at 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 the 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 for approval. Prior Omnibus approval of the Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transaction policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director, key managerial personnel and other employees The Board shall have minimum 3 and maximum 12 Directors, unless otherwise approved. No person of age less than 21 years shall be appointed as a Director on the Board. The Company shall have such persons on the Board who complies with the requirements of the Companies Act, 2013, Provisions of the Listing Agreement, Memorandum of Association and Articles of Association of the Company and all other statutory provisions and guidelines as may be applicable from time to time. Composition of the Board shall be in compliance with the requirements of Clause 49 of the Listing Agreement of Stock Exchange. The Independent Directors are paid only sitting fees. The Managing Director and Chairman are paid the remuneration as approved by the Shareholders but not paid any sitting fees. All persons who are Directos/ KMPs, members of senior management and all other employees shall abide by the Code of Conduct. Directors/ KMPs shall not acquire any disqualification and shall be persons ofsound integrity and honesty, apart from knowledge, experience etc. in their respective fields. ESTABLISHMENTOF VIGIL MECHANISM The Company has in place a vigil mechanism pursuant to which a Whistle blower Policy has a been in force. The Policy was approved on 06.01.2015. This policy interalia provides a direct access to Whistle Blower to the Chairman of the Audit Committee on his dedicated email-id infoffimangalamorganics.com. The Whistle Blower Policy covering all employees and directors is hosted on the Company's website at www.mangalamorganics.com THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Company has designed and implemented a process driven framework for internal financial controls ("IFC") within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013 For the year ended 31" March, 2015, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively and no material weaknesses exists. The Company has a process in place to continuously monitor the existing controls and identify gaps if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company's operation. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints, received regarding sexual harassment. - No of complaints received Nil - No of complaints disposed off Nil EXTRACT OF THE ANNUAL RETURN An extract of the Annual Return as of 31st March, 2015 pursuant to the Sub-Section (3) of Section 92 of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-2. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARDOF ITS OWN PERFORMANCE ANDTHATOF ITS COMMITTEES AND INDIVIDUAL DIRECTORS 1. Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feedbackform for evaluation of the Board and independent Director 2. Independent Directors at a meeting without anyone from the non-independent Directors and Management, considered / evaluated the Board's performance, performance of the Chairman and other non-independent Directors. 3. The Board subsequently evaluated performance of the Board, the Committees and Independent (without participation of the relevant Director) THE DETAILS OF FAMILIARISATION PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS HAVE BEEN DISCLOSED ON WEBSITE OF THE COMPANY AND ARE AVAILABLE ATTHE FOLLOWING LINK: The familiarization programme for Independent Directors is hosted on the Company's website at www.mangalamorganics.com SECRETARIAL AUDIT REPORT Pursuant to the requirements of the Companies Act, 2013 the Company has appointed Mr. Yogesh Sharma Practicing Company Secretary (COP 12366) as the Secretarial Auditor forfinancial year 2014-2015whose report of Secretarial Audit is attached separately to this report as Annexure. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: As required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of Energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "A" hereto and forms part of this report. EMPLOYEES The relation between the Management and its employees continue to be cordial. There were no employees during the year drawing remuneration more than prescribed ceiling under section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. CORPORATE GOVERNANCE REPORT A report on the Corporate Governance alongwith the certificate from the statutory auditors is separately given in theannual report. ACKNOWLEDGEMENT The Board of Directors express their appreciation for the sincere co-operation and assistance of Government Authorities, Bankers, Customers, Suppliers, Business Associates and the efforts put in by all the employees of the Company. The Board of Directors expresses their gratitude to all our valued shareholders for their confidence and continued support to the Company. For and on behalf of the Board of Directors Sd/- Kamalkumar Dujodwala Chairman Place .Mumbai Date: 14.08.2015 |