DIRECTORS' REPORT DEAR MEMBERS, Your Directors are pleased to present the Twenty Second Annual Report on the business operations together with the Audited Financial Statements for the financial year ended 31st March, 2015 and on the state of affairs of the Company as on the date of this report. Corporate Overview Sarla Performance Fibers Limited ("Your Company") is engaged in the business of Specialty Yarn from Last 21 Years having with 2 Manufacturing Plants at Silvassa, UT of Dadra & Nagar Haveli and 1 Dyeing Plant at Vapi, Gujarat and Wholly Owned Subsidiaries (WOS) at British Virgin Islands (BVI) and United States of America (USA) with Group's Corporate Office situated at Mumbai BALANCE CARRIED FORWARD BUSINESS PERFORMANCE: Operations: During the year under review the sales of the Company were Rs. 26,692.80 Lacs as against Rs. 24,605.90 Lacs in 2013-14 registering an annual growth of 8.48%. The FOB value of exports Rs. 15,693.58 Lacs compared to Rs 14,847.14 Lacs. Profitability: The profit before Depreciation, Interest & Tax was Rs. 5,646.31 Lacs as compared to Rs. 4,798.34 Lacs in the previous year, after providing for depreciation of Rs. 913.55 Lacs (Previous Year Rs. 935.98 Lacs) & provision for taxation of Rs. 1,250.33 Lacs (Previous Year Rs. 999.15 Lacs), there was a net profit of Rs. 2,967.94 Lacs as compared to Rs. 2,226.52 Lacs in the Previous Year. MANAGEMENT DISCUSSION & ANALYSIS: This section of the Directors' Report has been included in adherence to the spirit enunciated in the Code of Corporate Governance approved by the Securities and Exchange Board of India. Statements in this Management and Discussion Analysis describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Although the expectations are based on reasona bl e assumptions, the actual results might differ. A. Business Overview Economy: As per the latest GDP growth estimates, Indian Economy grew by 7.4% in FY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome-sign wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year's 6.3% and 10.1%. Reduced Inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track and improved the business outlook. The Government envisaged GDP Growth to accelerate to 8% in FY16 driven by strengthening macroeconomic fundamentals and implementation of policy reforms recently announced reforms like eauctions of coal mines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enables to debottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium term. Business Overview: Sarla Performance Fibers Limited, is a leading exporter of Regular as well as High Tenacity Polyester and Nylon Yarns. It started operations 21 years ago as a commodity manufacturer of Man Made Fiber but transformed into a high value added yarn maker in the past decade. It has an installed capacity of 11,900 tons per annum for manufacturing yarns in Silvassa and 3200 tons per annum for a Dyeing unit at Vapi. Its state of the art 30 tons per day POY plant in Walterboro, South Carolina in the US is now fully stabilized and operating at 30% plus capacity. The company's emphasis this year will be to focus on increased capacity utilization at its US plant, enhance the proportion of niche end user applications in India, higher value added yarns to leading global apparel brands and companies. The company exports to 45 countries. SPFL also owns 7.25 MW of wind turbines in Gujarat and Maharashtra. Our plant load factor for the fiscal year 2015 was about 22%. Customer Segments and Growth: The Company's customer segments can be divided into four parts: 1) Innerwear, Narrow Fabrics, Hosiery and Sportswear. 2) Threads. 3) Industrial Yarns. 4) Regular Yarns B. Opportunities and Threats:. The textile sector exports (including readymade garments) amounted to USD 41.4 billion vs USD 40.80 billion last year. Textile exports now form 13.33% of India's total exports. One of the positive factors in recent time is the increasing gap between cotton and polyester prices. Though, there was a glut in cotton and prices had fallen due to oversupply and less off take from China, the synthetic fiber prices also fell following the slump in crude oil and its derivatives. We believe, the demand for synthetic fiber will continue to outpace that of cotton due to the inherent price advantage and quality improvements. One of our big market is the NAFTA and CAFTA market comprising of North American customers. Due to the growing preference for locally sourced products, the demand for synthetic yarn in this geography is increasing by 5-6% p.a. We are beneficiaries of this due to our direct presence in South Carolina, US through our manufacturing facility. Moreover, there are substantial cost advantage of manufacturing in the US making us reasonably cost competitive vis a vis suppliers from China, ASEAN and India. We also have a strong opportunity for growth in the nylon yarn segment with nylon 66 production to ramp up this year. C. Outlook: The prospects for outsourcing of polyester/nylon yarns remain healthy. This is because of 1) Increased capacity in India and US locations and 2) Stable INR vs USD. While we remain optimistic about future growth, the revenue increase of 8.48% and earnings increase of 33.30% in FY15 were exceptional. We expect margin to remain flat at consolidated level in FY16, due to increase in operating expenditure, interest cost and depreciation on account of the new facility at US. The full reflection of the US plant will be felt in FY16. Raw Material Cost: The cost of Raw Material decreased due to decrease in purchase price of raw materials. Our total raw material cost decreased by 5.46% last year. As a percentage of total cost it decreased to 51% from 55% in FY14. Other expenditure: The other expenditure consists of Rs. 6,966.03 Lacs and it increased by 17.01% due to increase in operations. Interest Cost: The interest cost decreased by 19.26% due to better working capital management and better negotiation with bankers. Fixed Assets: The increase in Gross Block of Fixed Asset is due to normal up gradation. Short and long term borrowings: The short term borrowings increased mainly to fund increased working capital requirement. Cash and Bank Balances: The increase in cash and bank balances is due to increase in term deposits with banks. E. Risk and Concerns Raw material sourcing: We source 42% of our RM requirements (nylon and polyester chips/fiber) from India and 58 % from imports. For our RM sources we have multiple suppliers. Last year, the price of our major RM POY ranged between Rs 75 and 85 per kg and that of Nylon yarn ranged between Rs 175 and 220 per kg. Interest Rates: The Company's average gross interest cost in the last year decreased by 19.26 % as compared to 4.31 % in the previous year. The company's present Debt equity Ratio is 0.64. The long term Debt equity Ratio is 0.58. Interest costs are 1.84% of total revenue Exchange Rate: 51% per cent of company revenue is in foreign currency (Dollar, Euro & GBP) and balance is in INR. Also, we import 33.68% per cent of turnover (83% of which consists of raw material purchases) creating a natural hedge to that extent. Apart from this, from time to time forward cover is taken to hedge exposure in foreign currency. For FY15, our average forward cover was for 3 months of our revenue. Inflation: The Company does not cater to retail customers. Its sales are to the business segment and hence it has been able to pass on inflationary pressures. It does not expect any major impact due to current high level of inflation. F. Internal Control System and Their Adequacy: The company has in place reasonable internal control system both from the business process and regulatory compliance point of view. The system is reviewed and updated on regular basis. The company is continuously upgrading its internal control systems by measures such as strengthening of Information Technology infrastructure and use of external management consultant services G. Human Resources/Industrial Relations: The Company has always valued and nurtured its human resources, nonetheless, globalization, high growth of the Indian economy in recent times and its ambitious growth targets have made talent attraction and retention amongst the biggest challenges the company faces today. The company has in place a good appraisal system to motivate all the employees. The company believes in continuous development for all its employees and for that company is planning to frame a program wherein all the employees will be provided training into related areas of skill development DIVIDEND: Based on the Company's performance, the Directors are pleased to recommend which is subject to approval of the members at the forthcoming AGM a dividend of Rs. 8.00 per share (80%) on the face value of Rs 10/- each for the financial year ended 31st March, 2015 [Previous Year Rs 7.50 per share (75%)]. The dividend payout will aggregate Rs. 668.02 lacs (Previous year: Rs. 521.27 lacs) and the tax on distributed profits payable by the Company would amount to Rs 133.56 lacs (Previous year Rs. 88.59 lacs). The dividend shall be paid to members, whose names appear in the Register of Members as on 23rd September, 2015. TRANSFER TO RESERVE: The Company proposes to transfer of an amount of Rs 1,500 Lacs to General Reserves (Previous year Rs. 1,500 Lacs). CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in 'Annexure A' to this Report. BOARD MEETINGS: Pursuant to Section 173 of the Companies Act, 2013 the Board Meetings are to be held at least four times in a year and the gap between two Board Meetings should not be more than 120 days. During 2014-15, the Board met nine (9) times on 29th May, 2014, 1st August, 2014, 30th September, 2014, 20th October, 2014, 21st October, 2014, 22nd October, 2014, 5th November, 2014, 10th January, 2015 and 10th February, 2015 and in no case the gap between two Board Meetings was more than 120 days. The meetings of the Board are generally held in Mumbai where Company's Corporate Office is situated unless otherwise decided by the Board. The minutes of the meetings are finalized by the Chairman and confirmed by the Board. A detailed agenda of the meeting is being prepared and is being provided to the Directors. The details about attendance of directors at board meetings are given in the Corporate Governance Report. SHARE CAPITAL: The paid up Equity Share Capital as on March 31, 2015 was Rs. 835.03 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has allotted 14,00,000 equity shares of Rs. 10/- each fully paid up under Qualified Institutional Placement (QIP) to Qualified Institutional Buyers (QIBs) on 22nd October, 2014 at a premium of Rs. 323.50 Per Share. The Proceeds of Issue are kept in Fixed Deposits with Banks. As on March 31, 2015 other than: 1. Mr. Madhusudan Jhunjhunwala 2. Mr. Krishnakumar Jhunjhunwala None of the Directors of the Company held shares of the Company. FINANCE AND ACCOUNTS: Cash and cash equivalent as at 31st March, 2015 was Rs. 8,558.47 Lacs. There was a significant increase of 171% in Cash and Cash equivalent in the F.Y. 2014-15 which mainly belongs to funds of Rs. 4,669.00 Lacs received on account of Issue of 14,00,000 equity shares to Qualified Institutional Buyers (as mentioned in Share Capital above) and kept in fixed deposits. The Company further continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profit and cash flow for the year ended 31st March, 2015. DEPOSITS: The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. The interest free loans have been given to wholly owned subsidiary of the company for business purposes. CORPORATE SOCIAL RESPONSIBILITY: As required u/s 135 of the Companies Act, 2013, the Board in its meeting held on September 30, 2014 formed CSR Committee for formulating the CSR Policy and implementing the Corporate Social Responsibility (CSR) activities of the Company. The CSR Committee had met on 10th February, 2015 where at the Committee adopted a formal policy to implement and monitor CSR activities of the company. The Company was required to make CSR contribution aggregating to 2% of average net profits of preceding three financial years. The Committee earmarked Rs. 49.51 Lacs towards company's CSR activities for financial year under review However, the Committee was by then in process of identifying areas where it could contribute money. Hence, the company could not contribute to CSR in time. Efforts would be made to contribute more in the coming years as we feel the sense of social security. The CSR Policy is available on the Company Website at www.sarlafibers.com. The Annual Report on CSR activities is attached with this report as 'Annexure B'. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an Internal Control System, commensurate with the size of its operations. 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 and its subsidiaries. Based on the report, significant audit observations and corrective actions thereon are regularly presented to the Audit Committee of the Board. The Company's Internal Auditor also monitors and evaluates the internal control system and submits Quarterly Reports which are placed before the Audit Committee of the Board. The Board in its meeting held on September 30, 2014 constituted the Risk Management Committee in compliance with clauses of the Listing Agreement. The Committee has approved a Risk Management Policy, wherein efforts have been made to identify elements of risks attached to company's business operations. The policy is available on the Company Website at www.sarlafibers.com. WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement. The Board in its meeting held on September 30, 2014 adopted the Whistle Blower policy. The Policy is available at www.sarlafibers.com. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15 - No of complaints received: Nil - No of complaints disposed off: Nil SUBSIDIARIES: The Company will make available, the Annual Accounts of the subsidiary Companies to any Member of the Company who may be interested in obtaining the same. No Company has become or ceased to be a Subsidiary during the year under consideration. The Company is not having any Holding Company or Joint Venture or any Associates Company. The Company does not have any Indian Company as Subsidiary. There are two wholly owned overseas subsidiaries viz. Sarla Overseas Holdings Ltd (BVI) and Sarlaflex Inc. (USA) and one Step down subsidiary viz. Sarla Europe (LDA) as on 31st March, 2015. There has been no material change in the nature of the business of the subsidiaries. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at www.sarlafibers.com. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company at the link: www.sarlafibers.com CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. The audited financial statements for the year ended 31st March, 2015 for each of the company's subsidiary are available on the company website www.sarlafibers.com DIRECTORS & KMP: On the recommendation of Nomination and Remuneration Committee, Board of Directors had re-appointed Shri Krishnakumar Jhunjhunwala as Managing Director of the Company for a period of five years effective from 1st October, 2014 to 30th September, 2019 and approved variation in remuneration for the period of five years. During the year under review, pursuant to the provisions of Section 149 of the Act, Shri. Jigar Shah (DIN: 00191165), Shri Arun Vaid DIN: 00351464) and Shri. Parantap Dave (DIN: 00019742) were appointed as Independent Directors of the Company for a period of five years at the Annual General Meeting held on 27th September, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Clause 49 of the Listing Agreement, there has been no change in the circumstances which may affect their status as Independent Director during the year. Pursuant to provisions of Section 196(3)(a) of the Companies Act, 2013, continuation of appointment of Shri Madhusudan Jhunjhunwala as Whole Time Director of the Company was consented by the members at the Annual General Meeting held on 27th September, 2014 for his remaining term up to 31st July , 2015. Thereafter, at the Board Meeting held on 1st August, 2015 on the recommendation of Nomination and Remuneration Committee he was re-appointed for a period of Five years from 1st August, 2015 to 31st July, 2020 Shri. Lalita P. Aggarwal, Independent Director of the Company appointed on 1st November, 2013, did not seek re-appointment at the previous AGM held on 27th September, 2014 and he ceased to be Director of the Company at that AGM During the year under review, in compliance of provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors on 31st March, 2015 appointed women director viz. Ms. Neha Jhunjhunwala as Additional (nonexecutive non-independent) Director of the Company, who is liable to retire by rotation. She holds office till the conclusion of the ensuing Annual General Meeting. A notice has been received from a member of the Company proposing her candidature for the post of Director. In view of the same, she offers herself for re-appointment at the forthcoming Annual General Meeting. In terms of provisions of the Section 152 (6) of the Companies Act, 2013, Mr. Madhusudan Jhunjhunwala retires by rotation at the forthcoming Annual General Meeting, and being eligible to offer himself for re-appointment. The profile of director seeking reappointment pursuant to Clause 49(IV)(G)(I) of the Listing Agreement with the Stock Exchanges is included in the annual report. Mr. Mahendra V. Sheth was appointed as CFO & Company Secretary of the Company w.e.f. 28th January, 2012 and In terms of provisions of the Section 203 (1) of the Companies Act, 2013, Mr. Mahendra V Sheth, was appointed as Chief Financial Officer of the Company w.e.f. 29th May, 2014. Other than this No Director or Key Managerial Personnel was appointed or has resigned during the year under consideration. All Independent Directors have given declarations 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. ANNUAL PERFORMANCE 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 Committee, CSR Committee, Nomination & Remuneration Committee, Risk Management Committee and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. NOMINATION AND REMUNERATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This Policy also lays down criteria for selection, independence and appointment of Board Members. The details of this policy are briefly explained in the Corporate Governance Report. Particulars of Employees drawing remuneration exceeding Rs. 5 Lacs per month or Rs. 60 Lacs per annum During the year under review, there was no employee drawing remuneration in excess of what is prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees: Three is no Increase in sitting fees paid to the Independent Directors and Non Executive Directors: During the year there has been an increase in Gross Revenue from operations by 8.48 % and increase in PAT by 33.29 %. Taking into consideration the above increase as well as performance of individual employees, the average increase in remuneration for the year is 10 %. 10. Percentage Increase in market quotation in the shares of the Company in comparison to the rate at which the Company came out with the last public issue: Not Applicable. 11. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Not Applicable, The Board affirms that the remuneration paid is as per the Remuneration Policy of the Company. Neither Managing Director nor Whole Time Director of the Company receives any remuneration or commission from any Subsidiary of the Company. *Market Capitalisation and Price Earning Ratio are calculated based on the Stock Price on BSE Ltd DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013: i. that in the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; ii. that they have 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 profits of the Company for that year; iii. that the Directors have taken proper and sufficient care for 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; iv. that the annual accounts have been prepared on a 'going concern' basis. v. that the Directors have laid down internal financial controls and such internal financial controls are adequate and operating effectively vi. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business except one transaction details of which is mentioned in Form AOC-2 attached as Annexure C of this Report. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The particulars of contracts or arrangements with related parties referred to in subsection 1 of Section 188 of the Companies Act, 2013 are furnished in Form AOC-2 in 'Annexure C' to this report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.sarlafibers.com. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS: The Members at the Twenty-first Annual General Meeting approved the appointment of M/s. Sundarlal, Desai & Kanodia, Chartered Accountants, (Firm Registration No. 110560W), as Statutory Auditors of the Company pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under to hold office for a period of 3 years till the conclusion of the Twenty Forth Annual General Meeting of the Company, subject to ratification of their appointment at every AGM. M/s. Sundarlal, Desai & Kanodia have confirmed that they continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed there under for continuing as Auditors of the Company. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Auditors for the FY 2015-2016. AUDITORS' QUALIFICATION: There is no Audit qualification in the standalone or consolidated financial statements by the Statutory Auditors for the year under review, SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Ajit Sathe- Proprietor of M/s A. Y Sathe & Co. Company Secretaries in Practice (Registration No.:FCS2899/COP738) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D". The Secretarial Auditor has made following observations. I) Under the Companies Act, 2013: a) The Company has given Interest free Unsecured Loans to it's Wholly Owned Foreign Subsidiary Company viz. Sarlaflex Inc., USA. b) Form MGT - 15 being Form for filing report on Annual General Meeting held on 27th September, 2014 was filed late on 5th June, 2015 by paying prescribed additional fee. c) Form CHG - 4 for Satisfaction of Charge amounting to Rs. 3.50 Crore created in favour of Andhra Bank, Mumbai satisfied on 28th March, 2014 was filed on 30th April, 2014 with a delay of four days. Form RD-2 seeking Condonation of the said delay has been filed on 14th July, 2015 under Section 87 of the Companies Act, 2013. d) The Company has not spent 2% of average net profit of last three financial years to CSR activities pursuant to Section 135 of the Companies Act, 2013. The reason for not spending the same is provided in the Directors' Report. II) Under the Listing Agreement: a) The Company submitted Annual Report for the FY ended 31st March, 2014 to the Stock Exchanges late resulting in noncompliance of Clause 31. For this delay Rs. 1,124/- late fee has been levied by the BSE Limited and the same has been paid by the Company. Board's Reply to Secretarial Auditors' observations. Under the Companies Act, 2013: 1. As a part of project funding the Company had agreed to give interest free loan to its wholly owned subsidiary and the said commitment continuous to make the project financially viable. Even provisions under FEMA Regulations permit giving of interest free loans to wholly owned subsidiary Company. 2. Due to oversight report on Annual General Meeting held on 27th September, 2014 in Form MGT-15 was filed late on 5th June, 2015 by paying prescribed additional fee. 3. Form CHG - 4 for Satisfaction of Charge was filed late because the said Form was not available MCA Website, resulting into a delay of 4 Days. Form RD-2 seeking Condonation of the said delay has been filed on 14th July, 2015 by paying prescribed fees. 4. The Corporate Social Responsibility Committee earmarked " 49.51 Lacs towards Company's CSR activities for year 2014-15. However, the Committee was by then in process of identifying areas where it could contribute money. Hence, the Company could not contribute to CSR in time. Efforts would be made to contribute more in the coming years. II) Under the Listing Agreement: a) Due to oversight there was delay in submission of Annual Report to the stock exchanges for the FY ended 31st March, 2014. For this delay Rs. 1,124/- late fee has been levied by the BSE Limited and the same has been paid by the Company. COST AUDIT: Cost Audit was not applicable to the Company for Financial year 2014-15. DISCLOSURES: AUDIT COMMITTEE: The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. VIGIL MECHANISM: The details pertaining to Vigil Mechanism are included in the Corporate Governance Report, which forms part of this report CORPORATE GOVERNANCE In compliance with the provisions of Clause 49 of the Listing Agreement, the Report on the Corporate Governance is annexed and forms an integral part of this Report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report of Corporate Governance. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure E". SIGNIFICANT AND MATERIAL REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations EMPLOYEES RELATIONS: The employees' relation at all levels and at all units continued to be cordial during the year. ACKNOWLEDGMENT: Your Directors wish to place on record their appreciation of the dedicated efforts by employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers, the investors, the vendors, the customers, and all other business associates for their continued support FOR AND ON BEHALF OF BOARD OF DIRECTORS MADHUSUDAN S. JHUNJHUNWALA Chairman and Whole Time Director DIN: 00097254 Place: Mumbai Date: August 12, 2015 |