DIRECTORS' REPORT To The Members, DUTRON POLYMERS LIMITED Your directors are delighted to present the report on your company's business and operations for the year ended on March 31, 2015. FINANCIAL PERFORMANCE Your Company's performance has been encouraging during the year under review. The Company has achieved sales growth of 5.2% in volume terms and 7.6% in value terms compared to earlier year. Net profit has increased significantly by 35.4% to Rs. 168.74 Lacs in 2014-15. This includes profit due to capital gain of Rs. 82.90 Lacs from sale of assets which has been shown as profit form extra ordinary items. The earnings per share rose to Rs. 2.81 in 2014-15. DIVIDEND Your directors recommend a dividend @ 14% on 60,00,000 equity shares of Rs. 10/- each for the year ended 31st March, 2015 which will be free of tax in the hands of share holders. DEPRECIATION ON FIXED ASSETS Attention of members is drawn to Note of financial statements regarding calculations of depreciation for current financial year. The Companies Act, 2013 has changed method of computation of depreciation from calculations based on rates of depreciation to calculations based on the useful life of the company. Therefore, the company was required to ascertain useful life of all assets as on 1st April, 2014 and depreciate the written down value (WDV) on remaining useful life of the assets. Further, those assets whose useful life has become Nil as on 1st April, 2014 is required to be discarded and remaining WDV of such assets is required to be adjusted towards the reserves of the company. The company has carried out required changes and identified useful life and WDV of all assets as per provisions of Companies Act, 2013 and recalculated depreciation on all assets accordingly. Further, the company has debited amount of Rs. 46,51,481/- against reserves and surplus as write off towards fixed assets whose useful life has become zero on 1st April, 2014. This is one time write off and not expected to recur in future. Your directors believe that this will enable the company to present more correct view of financial position of the company. Members are requested to refer Note No. 8 of financial statements. FIXED DEPOSITS During the year, the Company has not accepted any deposits from the public except deposits from directors & shareholder as at 31.03.2015 amounting to Rs. 7,80,14,678/-. The Company has filed a statement in lieu of advertisement with the Registrar of Companies, Gujarat. PARTICULARS OF EMPLOYEES During the year there were no employees, within the organization, who were in the receipt of remuneration exceeding Rs.60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p. m. as prescribed INSURANCE All the assets of the Company including inventories, building, plant & machineries are adequately insured. DIRECTORATE Pursuant to the provisions of Companies Act, 2013, Shri Alpesh B. Patel and Shri Praful G. Shah, Director of the Company, retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment. The Board recommends their reappointment as Directors of the Company. The Board has appointed Ms. Kapilaben H Patel as women director of the Company on 31st March, 2015. She is appointed subject to confirmation by the members at the Annual General Meeting. The board recommends her appointment. FORMAL EVALUATION STATEMENT Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached herewith to the report. The evaluation includes evaluation of board as a whole, individual director and of every committee of board. The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the following parameters: A .Directors bring an independent judgment on the Board's discussions utilizing his knowledge and experience especially on issues related to strategy, operational performance and risk management. b. Directors contribute new ideas/insights on business issues raised by Management. c. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider. d.The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all key items of the agenda. e.The Board receives adequate and timely information to enable discussions/ decision making during Board meetings. f.The Board addresses interests of all stakeholders of the Company. g.The Committee is delivering on the defined objectives. h.The Committee has the right composition to deliver its objectives. AUDITORS M/s. Baheti Bhadada & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment for 2 years, subject to the confirmation of Auditor every year. The Company has received letter from them to the effect that their re-appointment if made, would be within limits specified u/s 141(1)(g) of the Companies Act, 2013. AUDITORS' REPORT The observations made in the Auditors Report are self-explanatory and therefore, need not require any further comments by the Board of Directors. SECRETARIAL AUDIT REPORT In pursuant to Section 204 of the Companies Act, 2013, the Board attaches herewith the secretarial audit report issued by practicing company secretary. There are no remarks or comments in said report which requires clarifications by the Board. ABSTRACTS OF ANNUAL RETURN In pursuant to requirement of 93 (3) of Companies Act, 2013, the abstracts of annual return is attached herewith in Annexure of the report in prescribed Form No. MGT-9. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to requirement under section 134(3)(c) of Companies Act 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: a)in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b)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 and of the profit and loss of the company for that period; c)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)the directors had 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; and 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. PARTICULARS OF EMPLOYEES During the year, there were no employees, within the organization, who were in receipt of remuneration exceeding Rs.60,00,000/- p.a. or if employed for part of the year drawing remuneration in excess of Rs. 5,00,000/- p.m, as prescribed. RISK MANAGEMENT POLICY The Risk management policy of the company has been discussed in detail in the Management Discussion & Analysis Report which forms part of this Directors' Report, attached with Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There are no contracts or arrangements entered by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013. CORPORATE GOVERNANCE The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Auditors regarding compliance of the conditions of the Corporate Governance is given in Annexure, which is attached hereto and forms part of Directors' Report. NUMBER OF BOARD MEETINGS During the year, the company had conducted total 12 Board Meetings. Notice for them were given properly and due quorum was present at above meetings. The dates of meetings are 03/04/2014, 31/05/2014, 31/07/2014, 01/08/2014, 30/ 08/2014, 05/09/2014, 06/11/2014, 20/11/2014, 25/11/2014, 02/02/2015, 27/02/2015, and 31/03/2015. NOMINATION AND REMUNERATION COMMITTEE The Board has formed nomination and remuneration committee as required under section 178(1) of The Companies Act, 2013. The company has disclosed policies as required under 178 (3) of The Companies Act in its Corporate Governance Statement, forming part of Directors' Report. AUDIT COMMITTEE The Board has constituted Audit Committee as required under section 177(1) of The Companies Act, 2013. The Composition of the same has been disclosed in Corporate Governance report forming part of Directors' Report. During the year, the Board has agreed to all recommendations of the audit committee. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company is a responsible corporate citizen of our country and is concerned about its social responsibility. It is not mandated u/s 135 of Companies Act, 2013 to contribute its profit towards CSR. However, the company will contribute voluntarily when it has substantial profit and finds a good cause to help. ACKNOWLEDGEMENTS Your Directors would like to take this opportunity to express sincere thanks to Company's valued clients and customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees for their commitment and initiative for Company's growth. Finally, the Directors wish to express their gratitude to the Members for their trust and support. BY ORDER OF THE BOARD OF DIRECTORS S. B. PATEL Chairman Place Ahmedabad Date: 31st May, 2015 |