DIRECTOR'S REPORT TO THE MEMBERS OF THE COMPANY, Your Directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2015. The financial results of the Company are summarized below: DIVIDEND: Your Directors do not recommend payment of any dividend during financial the year. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVENRANCE; As required under Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance together with the Certificate of Auditors on Corporate Governance are provided separately in the Annual Report and forms part of Directors' Report. DIRECTORS: Mrs. Zaver S Bhanushali (having DIN 00663374) has been re-appointed as Managing Director for a further period of 5 years w.e.f. 1st August, 2015 by the Board of Directors subject to approval of the shareholders. The Company has received the notices under section 160 of the Companies Act, 2013 along with deposit of requisite amount from the shareholders proposing the candidature of Mrs. Zaver S Bhanushali for the office of the Managing Director of the Company. Mr. Siddharth S. Bhanushali (having DIN 01721586) Director of the Company has been appointed as a whole-time Director for a period of five years effective from 01st April, 2015 by the Board of Directors subject to approval of the shareholders. The Company has received the notices under section 160 of the Companies Act, 2013 along with deposit of requisite amount from the shareholders proposing the candidature of Mr. Siddharth S. Bhanushali for the office of the Managing Director of the Company. In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, your Company is seeking appointment of Mr. Vikram P. Adagale, Mr. Rajesh P Mange and Mr. Vasant L Mange as Independent Directors to hold office for Four consecutive years i.e. for a term up to the conclusion of 30th Annual General Meeting of the Company to be held in the calendar year 2019. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013. The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibilities Statement, it is hereby confirmed: (i)that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii)that the Directors have selected such accounting policies and applied them consistently and made judgements 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 profit or loss of the Company for that period; (iii)that the Directors 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; and (iv)that the Directors have prepared the accounts for the financial year ended 31st March, 2015 on a 'going concern' basis. (v)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. (i)that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. FIXED DEPOSIT: The 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. NUMBER OF MEETINGS OF THE BOARD: The Board met 4 (Four) times during the financial year and the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The dates on which the meetings were held are given in the Corporate Governance Report. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.caprolactam.in RISK MANAGEMENT POLICY: The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. 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. SIGNIFICANT AND MATERIAL ORDERS: 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. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT: There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. SUBSIDIARY COMPANIES: The Company does not have any subsidiary / associate company. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT: The observation/comment made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent. Further the Company is in process of appointing suitable candidate for the key position of Whole time Company Secretary in terms of Section 203 of the Companies Act, 2013 and rules made thereunder. AUDITORS: In accordance with provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s. L J Kothari & Co., Chartered Accountants, Mumbai (FRN 105313W) as Statutory Auditors of the Company for a period of 5 continuous years i.e., till the conclusion of 31st Annual General Meeting of the Company. M/s. L J Kothari & Co., has informed the Company that their appointment if made would be within the limits prescribed under section 141 of the Companies Act, 2013. M/s. L J Kothari & Co. has also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A". S ECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Nitesh Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B" TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND: Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The related information is provided in "Annexure C", which is attached to this report. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Reporting under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013, is not required as the Company has not employed any women at work place. ACKNOWLEDGEMENT: An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and behalf of the Board of Directors Sd/- Siddharth Bhanushali Whole-time Director Sd/-Zaver Bhanushali Managing Director Place: Mahad Dated: 30.04.2015 |