BOARD'S REPORT TO, THE MEMBERS, POLYCON INTERNATIONAL LIMITED Your Directors have the pleasure of presenting the 24th Annual Report of the Company together with Audited Financial Statements and Cash Flow Statement for the financial year ended 31st March, 2015. PERFORMANCE AND FINANCIAL POSITION OF COMPANY The net sales of the company during FY 2014-15 were Rs. 3836.31 lacs against Rs. 4405.51 lacs in the year 2013-14. The Profit for the year 2014-15 was Rs. 24.84 Lacs against Rs. 27.00 Lacs in previous year. RESERVES No amount has been transferred to Reserves during the period under review. The entire surplus is proposed to be retained to give financial leverage to the Company. DIVIDEND In view of marginal profits, the Board of Directors does not recommend payment of Dividend for the year under review. PUBLIC 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. CORPORATE SOCIAL RESPONSIBILITY (CSR) The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement for constitution of Corporate Social Responsibility Committee. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return as required by Section 134(3)(a) of the Companies Act, 2013 in Form MGT 9 is annexed herewith as Annexure-I. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY Polycon International Limited is committed to follow high standards of environmental protection and provisions of a safe and healthy work place for workers, customers and other stakeholders. Your company is striving continuously to conserve energy by adopting innovative measures to reduce wastage and optimize consumption. The manufacturing units of the company are well planned and adequately equipped for ensuring optimum energy utilization. Positive impact of measures already taken has been observed on the costs. B. TECHNOLOGY ABSORPTION Your company is committed to providing consumers with high quality products. The technology that is being used by your company is eco-friendly that conserves the environment. All the units of the company are well furnished with suitable equipments and self sufficient in the matter of manufacturing process and focus is to stay aligned with the best and continuously increase efficiency. We proactively and continuously invest in developing technology which adds value to our business. Sustained delivery has ensured that your company's products are trusted by consumers. During the year your company continued its focus on driving the quality culture and total productivity management across the factories. AUDITORS AND AUDITORS' REPORT A. STATUTORY AUDITORS AND THEIR REPORT M/s. A. Natani & Co., Chartered Accountants, Jaipur, Statutory Auditors of the Company will hold office till the conclusion of this Annual General Meeting and are eligible for re-appointment. The Company received a certificate from M/s A. Natani & Co., Chartered Accountants, Jaipur Statutory Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As per the provisions of Companies Act, 2013, they are being re-appointed till the conclusion of the Annual General Meeting to be held in year 2017. There is no reservation, qualification or adverse remark contained in the Statutory Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self-explanatory and don't call for any further comments. B. SECRETARIAL AUDITORS AND THEIR REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/S. JAKS & ASSOCIATES, Company Secretaries to undertake audit of secretarial and other related records of the Company. The Secretarial Audit Report is annexed herewith as "Annexure-II". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Information referred in Secretarial Auditor Report are self-explanatory and don't call for any further comments. AUDIT COMMITTEE The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman), Mr. Adarsh Singhania and Mr. Lal Chand Baid in line with the requirements of Section 177 of the Companies Act, 2013. Mr. Vinod Sacheti ceased to be the Member of Audit Committee on 05th August, 2014 and Mr. Kamal Kumar Bordia was appointed as Chairman of Audit Committee. The Board has accepted the recommendations made by the Audit Committee from time to time. Four Meetings of Audit Committee were held during the year. The details of which are given in the Corporate Governance Report. INTERNAL FINANCIAL CONTROLS The Company has well defined mechanisms in place to establish and maintain adequate internal controls over all operational and financial functions considering the nature, size and complexity of its business. The Company maintains adequate internal control systems that provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company assets. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place a Policy for Prevention of Sexual Harassment at Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No Complaint has been received during the year ended 31st March, 2015 in this regard MEETINGS OF THE BOARD OF DIRECTORS During the year 7 Board Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. 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 performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as annexure V forming part of this Annual Report. RISK MANAGEMENT The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting. The Risk Management Policy is available on the Company's website: www.polyconltd.com CORPORATE GOVERNANCE The Company has complied with the Corporate Governance requirements as stipulated under the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, along with certificate from the auditors confirming the compliance is annexed and forms part of the annual report. The Chairman & Managing Director has confirmed and declared that all the members of the board and the senior management have affirmed compliance with the code of conduct. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 No loans, guarantee or Investments made by the company under Section 186 of the Companies Act, 2013 during the year. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. SHARE CAPITAL During the year under review, the Company has neither issued any shares with differential voting rights nor granted stock options & sweat equity. HUMAN RESOURCES DEVELOPMENT/TRAINING Your company believes that Employees are its main strength. Accordingly your Company places people in the heart of its business strategy. Your Company is attracting and retaining the best people, creating a culture and environment where people are able to deliver their best and they are recognized and encouraged. Your Company upholds the culture of trust and mutual respect in all its employees' relations endeavors. Your company has ensured that there is sustained communication and engagement with workforce through various forums. Company's human resources are mobilized to strengthen the company internally and to face future challenges. Your company is providing a "state of art" working environment to the employees with a view to optimize their performance. EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS As on 31st March, 2015, the Company employed a total of 114 employees of which 13 were Officers and 101 belongs to non-executive cadre. The Company believes in building teams across the business and functions with the aim to share knowledge and experience. Cross functional teams work with clear objectives to solve the issues and create value for the company. The company fosters open dialogue among the employees with the brief that the people, who communicate continuously and openly, build trust and mutual respect. In terms of provisions of the Companies Act, 2013 and the articles of association of the company Shri Rajiv Baid Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board recommended his re-appointment. Pursuant to Section 152 & 160 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Shri K.C. Bhandari, as Non-executive Non-Independent Director of the Company. Details of the proposal for appointment of above Director is mentioned in the Explanatory Statement under Section 102 of the Act to the notice of Annual General Meeting. Mr. Vinod Sacheti has resigned during the period under review and Ms. Tiyana Sacheti & Mr. Kamal Kumar Bordia were appointed as Independent Director of the company. The Board noted the appreciation of services rendered by Mr. Vinod Sacheti during the period under review. A brief resume of expertise and details of other directorship of the director is attached along with Notice of the ensuing Annual General Meeting. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The policy is also available on the Company's website. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES : The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto is disclosed in Form No. AOC -2 is attached as Annexure-III. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to requirement under section 134(3)(c) of the Companies Act, 2013 and in respect of the annual accounts for the period under review your Directors hereby confirm that :- (a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; (b) Directors of the company selected such accounting policies and applied them consistently and made judgment 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 the Profit & Loss Account for the period under review; (c) They 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; (d) They have prepared the annual accounts on a "going concern basis"; (e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of the Directors, the senior management and their remuneration. The remuneration policy is availabe on company's website : www.polyconltd.com PARTICULARS OF EMPLOYEES The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV ACKNOWLEDGEMENT Your Directors would like to take on record its appreciation for the co-operation and support extended by the Company's Bankers, Financial Institutions, its Employees, Shareholders, Business Associates and all other stakeholders. For and on behalf of the Board CA L.C. BAID CHAIRMAN & MANAGING DIRECTOR Place : Jaipur Date : 30.05.2015 |