NOTICE is hereby given that 42nd Annual General Meeting of the Members of Sheela Foam Private Limited will be held on Tuesday, the 30th day of September, 2014 at 12:30 P.M. at its Registered Office of the Company situated at C-55, Preet Vihar, Vikas Marg, Delhi-110 092, to transact the following business:

ORDINARY BUSINESS:

1.                  To receive, consider and adopt the Audited Financial Statements of the company including  Balance Sheet as at March 31, 2014 and Statement of Profit & Loss for the year ended on that date together with Report of Board of Directors and Auditors thereon.

2.                   To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of Forty-fourth Annual General meeting of the company to be held in the year 2016 (subject to ratification of their appointment at every Annual General Meeting) and to fix their remuneration.

SPECIAL BUSINESS:

3.            To consider and, if thought fit, to pass  with or without modification(s) following               resolutions as ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Companies Act, 2013 read with relevant rules, for appointment of Managing Director and Whole-time Director, the term of Managing Director and Whole-time Directors is approved for a period of 5 years ending on 31st March 2019."

NOTE:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.IN ORDER TO BE EFFECTIVE, THE PROXY FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.

Explanatory Statement of special business:

Item No. 3

As the members are aware that your company have Managing Director and working/whole time directors who are contributing to the growth of the company. As per provisions of new Companies Act, 2013 the  of Managing Directors and Whole-time Directors should not be appointed for a term exceeding 5 years at a time.  Hence, members are requested to approve modification in the term of Managing Director and Whole-time Director.

By Order and on behalf of the Board

                                                                                                                of Sheela Foam Private Limited

Place: Sahibabad                                                                             (Rahul Gautam)

Date  02.09.2014                                                               Managing  Director

DIN-00192999

SHEELA FOAM PRIVATE LIMITED

DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting the 42nd Annual Report on the business, operations and financial performance of the Company along with the Audited Balance Sheet and Statement of Profit & Loss for the year ended 31st March, 2014.

1.      FINANCIALS

                                                                                                                          (Rs. in Crores)

During the current year, Gross Revenue increased from Rs.  1,012.86 Crores to Rs. 1,136.24 Crores, registering a growth of more than 12%. The Profit before tax for the current year  decreased to Rs. 29.74 Crores, as against the profit before tax of Rs. 34.08 Crores of last year, because of loss of sale of investments of Rs. 7.63 crores.The company achieved an export turnover of Rs 14.19 Crores during the year.

2.       DIVIDEND

Your Directors do not recommend any dividend for the year 2013-14. The entire profits are being ploughed back in the business.

3.      PROJECTS  AND FINANCES:

              During the year Company has done expansion of unit at Kala Amb and production from Kala Amb increased substantially. The financing for Kala Amb expansion has been done through internal accruals.

              4. FUTURE OUTLOOK:

  Foam Industry in India has a bright outlook. The per capita consumption of foam is very low and there is huge untapped potential. The Industry is growing by around 10 % annually. Your company is the Market Leader in this industry with its mattresses of "Sleepwell" brand and foam of "featherfoam" brand. These brands have become household names due to excellent quality products. The Company is continuously increasing its market reach by expanding its dealer network, Exclusive Showroom, Shoppes and Galleries.  

          5. JOINT VENTURE COMPANY

            Sheela Woodbridge Urethanes Pvt. Ltd.

The company had non-current investment of Rs. 7.63 Crores representing 50% of the total share capital in an  India Company 'Sheela Woodbridge Urethanes Pvt. Ltd.' (SWUPL). However, as SWUPL was in losses since inception and its net worth had almost eroded, the company decided to exit the joint venture on 31.03.2014 and the entire investment was sold,  in terms of the share purchase agreement,  to the other joint venture partner  'Woodbridge Foam International Limited'.

                          6. INSURANCE

All the properties of your company, including its building, plant & machinery, other fixed assets and stocks, where necessary and to the extent required have been adequately insured.

        7. SUBSIDIARIES

As at 31st March, 2014, the company has only one  foreign subsidiary i.e. Joyce Foam Pty Ltd, Australia. The extracts of Interest of the Company in this  subsidiary is attached. (Annexure-II)

            8. AUDITORS' REPORT

The observation of auditors in their report, read with the relevant notes to accounts are self explanatory and therefore do not require further explanation.

            9. AUDITORS

  The Auditors M/s S.P. Chopra & Co., Chartered Accountants, Firm Registration Number-000346N, existing Auditor of the company, first appointed as the Auditor of the company for the financial year 2011-12, retire at the ensuing General Meeting of the company and being eligible, offer themself for re-appointment. As per Section 139(2) of the Companies Act, 2013 read with Companies(Audit&Auditors) Rule, 2014, M/s S.P. Chopra & Co. are eligible for reappointment for a term of two  years (i.e. From Financial Year 2014-15 to 2015-16). Appointment of auditor, if made, would be in accordance with the conditions prescribed under section 139(2) of the Companies Act, 2013 read with Companies(Audit & Auditors) Rules, 2014 and they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

            10. PUBLIC DEPOSITS

The Company has not accepted any deposit from public within the meaning of Section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975.

11. DIRECTORS

As per the provisions of New Companies Act, 2013, no Managing Director/Whole-time Director can be appointed for a period of more than 5 years. Hence members are requested to approve modification of the term of appointment of Managing Director/Whole-time Directors.

            12. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company have hereby confirm the following for the Financial Year ending on 31st  March, 2014:

a)                  followed the applicable accounting standards with proper explanation relating to material departures in preparation of the Annual Accounts;

b)                  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 as at the end of the year and of the profit for the year 2013-14;

c)                  taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so as to safe guard the assets of your Company and for preventing and detecting fraud and other irregularities; and

d)                 prepared the Annual Accounts on a going concern basis.

            13. HUMAN RESOURCES

            The company is continuing Leadership Development Programme (LDP)  and programme is contributing in growth of the employee.  The employee put their acquired skill at their work that benefit the company. During the year the company also utilized the expertise of Sheela Woodbridge Urethanes Private Limited for imparting intense technical training to its employees in the fields of moulded foams.

            14. CORPORATE SOCIAL RESPONSIBILITY(CSR)

            In terms of Companies Act, 2013, your company is to undertake Corporate Social             Responsibility programme. Your Company has formed the committee for CSR and has     formulated a Corporate Social Responsibility Scheme.

            15. INDUSTRIAL RELATIONS

            During the year, your company maintained harmonious and cordial industrial relation. No man-days were lost due to strike, lockout etc.

            16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

                  FOREIGN EXCHANGE EARNING AND OUTGO

Disclosure of information regarding Conservation of Energy, Technology Absorption and Foreign Exchange earning and outgo u/s 217 (1) (e) of the Companies Act, 1956 and particulars of Employees u/s 217 (2A) of the said Act, are also annexed (Annexure - I) to this report.

           17. ACKNOWLEDGEMENT

Your Directors wish to express and place on record their thanks to the Company’s Distributors, Dealers, Stockist and Business Associates for their excellent effort and the customers for their continued patronage of the Company’s products. Your Directors also wish to place on record their appreciation for the devoted services of the Executive, Staff and workers of the Company at all levels enabling the Company to achieve the excellent performance during the year.

Your Directors also appreciate the valuable co-operation and continued support received from Company’s bankers and all the government agencies and departments.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the Management.

By Order and on behalf of the Board

                                                                                                                of Sheela Foam Private Limited

Place: Sahibabad                                                                             (Rahul Gautam)

Date  02.09.2014                                                               Chairman

DIN-00192999

ANNEXURE -I TO DIRECTORS' REPORT

1.               Information as per Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 and forming part of the Directors Report for the year ended 31st March, 2014.

 A. Conservation of Energy

Your Company has made following efforts to conserve the energy:

1. Converting conventional tube lights to LEDs at Kalaamb factory.

2. The foaming machines were run on DG set during foaming, resulting in excess fuel consumption. UPS are installed in foaming and some critical machines/ material handling devices to minimize use of DG set during foaming operations.

3. Drawing power from 32 KV feeder than 11 KV to ensure more power availability and thus reducing running hours of DG sets.

4. Installing capacitor banks at main distribution panels to increase power factor, there by reducing power consumption.

5. Ensuring minimal operations during peak hours( evening hours) to reduce power cost and avoiding running of DG set.

2.                                                                                   Information as per Section 217 (2A) of the Companies 1956 read with the Companies   (Particulars of Employees) Rules, 1975 and Forming part of the Directors Report for the year ended 31st March, 2014.

During the year 2013-14 four working Directors were in receipt of remuneration exceeding Rs.60,00,000/- per annum details of which have been annexed with this report .

SHEELA  FOAM PRIVATE LIMITED

   Statement under section 217(2A) of the Companies Act, 1956 Particulars of Directors employed throughout the year and in receipt of remuneration aggregating not less than Rs. 60,00,000/- during the year ended on 31st  March,2014.

ANNEXURE -II

SHEELA  FOAM PRIVATE LIMITED

STATEMENT PURSUANT TO SECTION 212(3) OF THE COMPANIES ACT, 1956 RELATING TO COMPANY’S INTEREST IN THE SUBSIDIARY COMPANIES