DIRECTORS' REPORT To the Members Your Directors have pleasure in presenting Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2015. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS The Company has recorded a production of 33628 MT and Sale of 32148 MT during the year under review as against 31814 MT and Sale of 32838 MT respectively during the previous year. The gross turnover during the year stands to Rs.587.52 Crore as against Rs.587.54 Crore in the previous year. EXPORTS The Company's exports during the year under review were of Rs.124.79 Crore as compared to Rs.67.55 Crore in the previous year i.e. an increase of 84%. MANAGEMENT DISCUSSION & ANALYSIS REPORT a) Industry Structure and Development The Demand of Acrylic Fibre during the year was almost same as compared to previous year, the company sold 32148 MT during the year under review as compared to 32838 MT during the previous year.During first quarter of current financial year the demand was good and it is expected that during the remaining period momentum would sustain. b) Opportunities and Threat Principal raw material i.e. A C N is a by-product of crude oil.The crude oil prices have now more or less stabilized in the band of 55 to 65 USD per barrel, as such it is expected that A C N prices would also move in a narrow band. Since it is being imported the fluctuation in foreign exchange i.e. USD vs. INR has a bearing on the margin of the Company. Import of Acrylic Fibre at a low price (dumping) from various countries more particularly from Thailand and China is causing serious injury to domestic Industry. The Industry has taken up the issue with the Government. c) Segment-wise / Product-wise performance The Company has only one segment i.e. Acrylic Fibre. d) Risk and Concern Since Company is dependent upon imported raw materials as such upward movement in USD and volatility in crude oil adversely affects the margin.To de-risk the company is increasing thrust on exports. As a result the exports saw an increase of 84% during the year under review from the earlier year i.e. from Rs. 67.55 Crore to Rs.124.79 Cr. DIRECTORS Shri M M Kohli, Director of the company has passed away on 23.03.2015, Board placed its deep condolences on his sad demise and its appreciation for the valuable services rendered by him. PICUP withdrawn nomination of Shri R K Gupta and appointed Shri D K Sharma in his place w.e.f 02.02.2015, Board placed on record its appreciation for the valuable services rendered by him. The Board of Directors had appointed Shri D K Kapila and Smt Soma Garg as additional director of the Company in the category of Independent Directors w.e.f 25.05.2015 and 07.08.2015 respectively. They will hold office upto the date of forthcoming Annual General Meeting and is eligible for appointment as a Director.The Company has received notices in writing from members proposing their candidature for the office of Director. The Board proposes to appoint subject to your approval Shri S C Malik a Non Executive Director of the Company in the category of Independent Director. All independent Directors have declared 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 Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under 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, hereby confirm: a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) That the directors had 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 ended 31st March, 2015 and of the profit of the company for the year ended on that date; c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) That the directors had prepared the annual accounts on a going concern basis; e) That 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) That 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. CORPORATE GOVERNANCE The company has complied with the Corporate Governance code as stipulated under the listing agreement executed with the Stock Exchanges. A separate section on Corporate Governance, along-with a certificate from the auditors of the Company is annexed and forms part of this Report CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES None of the transactions with any of the related parties were in conflict with your companies interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.32 of the Financial Statements forming part of this Annual Report. All related party transactions are negotiated on arm's length basis and are intended to further your Company's interest. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee).The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR Activities. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board to overseeing and approving the Companies Risk Management framework and all the risks that the company faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management. INTERNAL FINANCIAL CONTROL The Company has in place adequate internal financial controls with reference to financial statements.During the year such controls were tested and no reportable material weakness in the design or operation were observed. AUDITORS AND AUDITORS REPORT Statutory Auditors M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.The Auditors report does not contain any qualification, reservation or adverse remark. Secretarial Audit 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 appointed M/s. V.K. Sharma & Co, Practicing Company Secretaries, to undertake Secretarial Audit for the financial year 2014-15.The Secretarial Audit Report for the Financial Year ended 31st March 2015 is annexed herewith to this Report. The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments. DISCLOSURES: Audit Committee Company has an Audit Committee of the Board of Directors in place.The terms of reference of the Audit Committee are in line with Section 177of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report.All recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism The Company has established a Vigil Mechanism policy in accordance with the provisions of the Companies Act, 2013 read with Rules there under and the Listing Agreement with the stock exchanges to deal with the instances of fraud and mismanagement. The details of the vigil mechanism are posted on the website of the Company. Meetings of the Board During the year four meetings of the Board of Directors were held. The maximum interval between any two Board Meeting did not exceed 120 (One hundred twenty) days. Particulars of Loans given, Investments made, Guarantees given and Securities provided. Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the Company is provided in financial statement . Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo. Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required to be disclosed under the Act, are annexed hereto and form part of this Report. Extract of Annual Return A separate report on the details of the Extract of Annual Return in form MGT9 is Annexed herewith, which form part of the Director's Report. Particulars of Employees and related disclosures. Provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014,are not attracted as none of the employees drawing excess remuneration of the limits set out in the said Rules. ISO CERTIFICATION Your Company is an ISO 9001:2000, accredited by Bureau of Indian Standard, Rooid Voor Accreditatie, Netherland. This certification indicates our commitments in meeting global quality and standards. FIXED DEPOSITS The company does not accept fixed deposits. INTERNAL CONTROL SYSTEM AND ADEQUACY Your company has been maintaining a well-established procedure for internal control system. For the purpose of financial control, company is adequately staffed with experienced and qualified personnel at all levels and plays an important role in implementing and monitoring the statutory and internal policy control environment. There has been a review conducted on regular interval by the internal auditors about the financial and operating control at various locations of the company and any significant findings are reviewed by the Audit Committee of the Board of Directors. ACKNOWLEDGEMENT Your Directors wish to place on record their deep appreciation of the continued support and co-operation received from Financial Institutions, Banks and Shareholders, the State and Central Government. Your Directors also wish to place on record their appreciation of the devoted services of the Company's employees, who have diligently contributed to the Company's progress. for and on behalf of the Board Rakesh Mundra Director (Finance) & Company Secretary Vineet Jain Managing Director Place : New Delhi Dated : 7th August, 2015 |