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Directors Report of CIL Nova Petrochemicals Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the 12th (Twelfth) Annual Report of your Company along with Audited Financial Statements for the Financial Year ended 31st March, 2016.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (Rs.in Lakhs)

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Sales/Income from operations (Net of excise)

20182.12

24301.38

Other Income

38.06

50.40

Total Income

20220.18

24351.78

Total Expense

19429.36

23843.55

Depreciation

588.76

662.02

Profit Before Tax

790.82

508.23

Tax

243.19

106.55

Profit After Tax

547.62

401.68

2. PERFORMANCE OF THE COMPANY:

The total revenue (net of excise) was Rs.20182.12 Lakh as against Rs.24301.38 Lakh in the previous year showing a decrease of 17%. However productivity was increased in comparison to previous year’s production. Profit before tax (PBT) was Rs.790.82 Lakhs as against Rs.508.23 Lakh, showing an increase of 56% and profit after tax (PAT) stood at Rs.547.62 Lakhs as against Rs.401.68 Lakh in the previous year showing an increase of 36%.

3. DIVIDEND:

Your directors have not recommend Divided for this Financial Year as Ploughing back of profits will be good strategy for future growth and development of your Company.

4. RESERVES:

The Company proposes not to carry any amount to its General Reserves and the entire profit is transferred to Reserves & Surplus as Surplus in Statement of Profit and Loss.

5. SHARE CAPITAL:

During the year under review, the Company had Authorized Capital of Rs.32,50,00,000 comprising of 2,75,00,000 Equity Shares of Rs.10/Each and 5,00,000 Preference Shares of Rs.100/- Each. Paid-Up Equity Share Capital of the Company as on date of this report stands at Rs.13,55,00,000/- comprising of 1,35,50,000 Equity Shares of Rs.10/- Each.

Further, Company had redeemed 5,00,000 Non-Cumulative Redeemable Preference Shares on 14th August, 2015.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DEPOSITS:

Your 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.

7. FUTURE OUTLOOK:

Polyester filament Yarn (MMF) Market scenario

Polyester Filament Yarn consumption in Textile and Apparel has grown more than 6 % between 2000 to 2015 globally. In India also consumption is increasing year on year basis. Consumption of Polyester fibre is gaining momentum due to factors like fluctuation of Cotton prices, increased presence & sourcing by global brands where polyester fibre dominates, growth of women''s wear segment, growth of value retail etc.

Outlook for polyester as calculated by experts shows that consumption of polyester yarn will be double to that of cotton by 2030. The Untapped opportunity remains in MMF based product categories, which can give an exponential growth to India''s export of textile and apparel. Consumption of MMF based products will increase in domestic Market in following Segment:

a. Women''s western wear &lingerie-Increasing women participation in work force;

b. Active wear-India''s large young population base with increasing awareness towards fitness;

c. Mobiltech products-India''s emergences as global automobile manufacturing hub;

d. Work wear/Uniform-Increasing no. of school going children & consciousness of corporate towards their image;

e. Hygiene products-Awareness of Indian women for hygiene will cause increasing uses of hygiene products

To reap maximum benefits of the future scenario, India needs focus on manufacturing of MMF based products. A drastic change is expected in the consumption of polyester yarn, share of which is projected to grow to 53% by 2030.

Future course of action:

Looking the scenario of polyester yarn we need to upgrade by innovation, increase the volume, integration, R&D and branding. Future demand is very promising.

8. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.

In accordance with the provisions of Section 134 (3) (m) the Companies Act, 2013 read with Rule 8 (3) Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st March, 2016.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

14. EXTRACTS OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended to this Report as ANNEXURE-II.

15. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the year under the review were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions, detailed policy is also available at http://cnpcl.com/corporate-policies.

16. KEY MANAGERIAL PERSONNEL:

As required under Section 203 of the Companies Act, 2013, the Company has noted that Mr. Pooransingh Mathuria, Whole-time Director, Mr. Pradip Khandelwal, Chief Executive Officer, Mr. Satish Bhatt, Chief Financial Officer and Mr. Romin Shah, Company Secretary* were the Key Managerial Personnel of the Company for the year ended 31st March, 2016.

*Mr. Romin Shah resigned on 11th April, 2016 and Mr. Chintan N. Amlani was appointed as Company Secretary from 23rd May, 2016.

17. DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jyotiprasad Chiripal (DIN: 00155695) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

Further, On Recommendation of Nomination and Remuneration Committee Board of Directors of the Company has appointed Mr. Pooransingh Mathuria (DIN: 07430356) as an Additional Director and was designated as Whole-time Director of the Company w.e.f., 13th February, 2016. Pursuant to Provisions of Section 152 of the Company Members of the Company need to appoint Mr. Pooransingh Mathuria as Director. During the year under the review Ms. Renu C. Siddhu, Additional Independent Director (DIN: 05263778) has tendered her resignation from the Board of Directors of the Company w.e.f., 26th October, 2015, Ms. Pooja Gwalani (DIN: 07329927) was appointed as Additional Independent Director w.e.f., 6th November, 2015, She tendered her Resignation on 26th May, 2016. Later on Ms. Chinar Rajkumar Jethwani (DIN: 07141393) was appointed on 13th August, 2016 on the board of the Company as Additional Independent Director. Pursuant to Provisions of Section 152 of the Company Members of the Company need to appoint Ms. Chinar Rajkumar Jethwani as Indendent Director.

None of the Directors is disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013, as required by law this position is also reflected in the Auditors'' Report.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Companies Act, 2013.

The composition of the Board, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in the Annual Report.

18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The evaluation of Chairman, all the Directors and the Board and Committees thereof as a whole was conducted based on the criteria and frame work adopted by the Board. The evaluation process has been explained in the Report on Corporate Governance in this Annual Report. The Board noted the evaluation results that were collated and presented to the Board.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report. Further the said policy is also available at http://cnpcl.com/corporate-policies.

20. PARTICULARS REGARDING EMPLOYEES REMUNERATION:

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure - III.

21. COMMITTEES OF THE BOARD:

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report. Details of committee is also available at http://cnpcl.com/

22. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:

The Company has not implemented Corporate Social Responsibility Policy and initiatives as the provisions of Section 135 of the Act and Rules made there under governing Corporate Social Responsibility are not applicable to the Company.

23. STATUTORY AUDITORS AND THEIR REPORT:

M/s. J. T. Shah & Co., Chartered Accountants (FRN 109616W) were appointed as Statutory Auditors of your Company at the Previous Annual General Meeting held on 26th September, 2015 till the Conclusion of ensuing Annual General Meeting.

As per the Provisions of the Section 139 of the Companies Act, 2013 your Board of Directors recommend to Appoint M/s. J. T. Shah and Co., Chartered Accountants to hold office from Conclusion of the Annual General Meeting till Conclusion of Ensuing Annual General Meeting of the Company. Further, the Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. J.T. Shah & Co., Chartered Accountants that their appointment, if made, would be in conformity with the limits specified under the Act.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

24. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Jatin Kapadia, Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for the financial year 2015-16.

The Secretarial Audit Report for financial year 2015-16 issued by M/s. Jatin Kapadia, Practicing Company Secretaries has been appended as Annexure IV to this Report. There were no qualifications or adverse remarks in their Report.

25. COST AUDITORS:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time the Board of Directors of the Company on recommendation of Audit Committee has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, as Cost Auditor of the Company to conduct audit of Cost Accounts of the Company for the Financial Year 2015-16. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

26. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments return. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize. Further, Company had formulated Risk Management Committee also, however later on it was dissolved as separate Committee for the same was not required considering the size of your Company So, Audit Committee looks for the Risk Management after dissolution of Risk Management Committee.

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Jhaveri Shah and Co., Chartered Accountants as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns and grievances. Details Whistle Blower Policy has been mentioned in the Report of Corporate Governance, the same is available at http://cnpcl.com/corporate-policies.

28. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors 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 profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made there under for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. 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

vi. 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.

29. CORPORATE GOVERNANCE:

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of the Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

30. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

31. ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, shareholders, financial institutions, banks, and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company''s consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board

Sd/-

Jyotiprasad Chiripal

Place : Ahmedabad Chairman

Date : 13th August, 2016 DIN: 00155695


Mar 31, 2015

Dear Members,

The Directors are pleased to present their 11th Annual Report together with the Audited Financial Statements for the period ended 31st March, 2015.

FINANCIAL PERFORMANCE

The financial performance of the Company for the period ended is summarized below:

(Rs in crores )

Particulars 2014-15 2013-14

Sales & Services 243.01 316.97

Other Income 0.50 1.01

Total Income 243.52 317.98

Total Expenses 238.44 314.11

Profit/(Loss) Before Tax 5.08 3.87

Less : Tax Expense

Current Tax 1.07 0.79

Deferred Tax 0.00 0.00

Short Provision of Income 0.00 0.17 Tax of Earlier Years

Profit/(Loss) After Tax 4.02 2.90

PERFORMANCE HIGHLIGHTS

During the year under review, net turnover decreased from Rs 316.97 crore to Rs 243.01 crore . The profit before tax was at Rs 5.08 crore as against previous year profit before tax of Rs 3.87 crore . The profit after tax was at Rs 4.02 crore as against a profit of Rs 2.90 crore over the previous year. The increase in profit is due to reduction in international crude price and reduction in financial charges and depreciation.

TRANSFER TO RESERVES

The Company proposes to transfer Rs4 crores to the Preference Share Redemption Reserve, out of the amount available for appropriation.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31st March,15 considering the current position of the Company.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act,2013 read with rules made thereunder.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year the Company has fulfill its obligation that had been arise due to demerger of Nova Petrochemicals Limited by transferring its portion of Unclaimed and Unpaid Dividend of Rs 3,38,715 which was originally declared by GSL Nova Petrochemicals Limited (Formerly known as Nova Petrochemicals Limited) into Investor Education and Protection Fund.

REDEMPTION OF PREFERENCE SHARES

The Board of Directors at their meeting held on 14th August,2015 approved the redemption of preference shares. Pursuant to the terms of issue such shares are redeemable after the expiry of 5 years at the option of the Company from the date of issue and maximum tenure of preference shares were of 10 years from the date of the issue and period of 5 years has completed and therefore the board has decided to redeemed such shares.

Directors retiring by rotation

In accordance with the provisions of the section 152 Companies Act,2013 and Companies Articles of Association, Mr. Vedprakash ChiripaL (DIN 00290454 ) , retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company. Necessary resolution for their re-appointment is placed before the shareholders for approval. Brief details of Directors proposed to be appointed/ re-appointed as required under Clause 49 of the Listing Agreement are provided in the notice of the Annual General Meeting of the Company.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made thereunder as well as Clause 49 of the Listing Agreement.

Company's Policy on appointment and remuneration of Directors

Appointment of Independent Directors

Pursuant to the provisions of section 149 of the Act, which came into effect from 1st April,2014 Mr. Ambalal Patel, Mr. Rajendraprasad Shah, Mr. Murli Goyal and Ms. Renu Siddhu, were appointed as Independent Directors at the annual general Meeting of the company held on 20th September,2014.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant expertise and experience in the fields of manufacturing, marketing, finance, taxation, law, governance and general management, so as to have a diverse Board.

Criteria for appointment of Managing Directors/ Whole Time Directors

The Nomination and Remuneration Committee shall identify persons of integrity who possess relevant expertise and experience, leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board.

Remuneration Policy

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise of performance evaluation was carried out covering various aspects of Board functioning such as Composition of the Board and its Committees, Board Culture , performance of special duties, governance & compliance issues, attendance , contribution at meetings. The performance evaluation of the Independent Directors was also carried out. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel

During the year under review, Mr. Pradip Khandelwal - Chief Executive Officer, Mr. Satish Bhatt - Chief Financial Officer and Mr. Romin Shah - Company Secretary were designated as Key Managerial Personnel pursuant to the requirements of the applicable provisions of Companies Act, 2013 read with rules made thereunder.

VIGIL MECHANISM

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the Company's code of conduct as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. The purpose of this mechanism is to provide platform to all directors, employees, business associates, stakeholders to come forward and express their concerns about unethical behavior, suspected fraud, violation of Code of Conduct without any fear of unfair treatment with them.

RISK MANAGEMENT

The Board of the Company has formed Risk Management Committee which have been entrusted with the responsibility to assist the Board in following matters such as Overseeing and approving the Company's enterprise wide risk management framework . Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified , assessed and necessary measures being taken to mitigate such risks.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus disclosure in form AOC-2 is attached as Annexure-C. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transaction are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained on a quarterly basis for transactions which are in repetitive nature.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and Management Discussion and Analysis Report together with a certificate from Company's Auditors confirming compliance of the condition of Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review Company has not constituted Corporate Social Responsibility Committee as the said provisions were not applicable to the Company for the year ended 31st March,2015.

LOANS, GUARANTEES, SECURITIES OR INVESTMENTS

There were no loans , guarantees given, investments made or security provided by the Company to any other entity falling within the purview of section 186 of the Companies Act, 2013.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders passed by the Regulators / Courts/Tribunal which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed to this report as Annexure - A.

INTERNAL CONTROL SYSTEM

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same.

(b) the Directors 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 your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015.

(c) 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.

(d) the annual accounts have been prepared on a 'going concern' basis.

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

M/s. J.T Shah & Co, Chartered Accountants, Ahmedabad who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provision of the Companies Act,2013, the Company has obtained written confirmation from M/s. J.T Shah & Co, that their appointment, if made, will be in conformity with the limits specified in the said section.

There are no qualifications, reservations, or adverse remarks or disclaimers made by the M/s. J.T Shah & Co, Statutory Auditors, in their report. Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments under Section 134(1)(f) of the Companies Act, 2013.

COST AUDITORS

As per the requirement of section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit) Rules,2014 as amended from time to time the Board of Directors on recommendation of the Audit Committee has appointed M/s. Kiran J. Mehta & Co, Cost Accountants, as Cost auditor to audit the cost accounts of the Company for the financial year 2015-16.

SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Jatin Kapadia, Practicing Company Secretary to conduct the Secretarial Audit for the year ended 31st March,2015. The Secretarial Audit Report is annexed herewith and forms part of this Report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing names and other particulars of employees who is in receipt of the remuneration prescribed under the said rules is required to be attached to board report. However during the year under review there were no employees who is in receipt of the remuneration prescribed under the said rules. Your Directors therefore do not attach any statement regarding this.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure - D.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support and co-operation received from its shareowners, bankers, regulatory authorities, customers and business associates. Your Directors recognize and appreciate the sincere hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained performance in a challenging business environment.

By order of Board of Directors

Date : 14th August, 2015 Jyotiprasad Chiripal Place: Ahmedabad Chairman


Mar 31, 2014

The Members

CIL Nova Petrochemicals Limited

The Directors are pleased to present the 10th Annual Report along with the Audited Financial Statements for the period from 1st April,2013 to 31st March,2014.

Financial Results

The Company''s financial performance, for the year ended March 31, 2014 is summarised below:

(Rs. in crores )

Particulars 2013-14 2012-13

Sales & Services 316.97 296.35

Other Income 0.97 0.73

Total Income 317.94 297.08

Total Expenses 314.07 293.59

Profit/(Loss) Before Tax 3.87 3.48

Tax Expense 0.97 0.72

Profit/(Loss) After Tax 2.90 2.77

Add : Balance brought forward (22.71) (25.47)

Amount available for appropriations (19.81) (22.71)

Appropriations :

Dividend - -

Tax on Dividend - -

General Reserve - -

Balance Carried Forward (19.81) (22.71)

Performance

During the year under review, turnover increased from Rs. 323.65 crore to Rs. 344.56 crore . The profit before tax was at Rs. 3.87 crore as against previous year profit before tax of Rs. 3.48 crore . The profit after tax was at Rs. 2.90 crore as against a profit of Rs. 2.77 crore over the previous year. The increase in profit is due to better realization of finished goods rate and better utilization of available resources. Your Directors expect to improve the performance even better during the current year.

Dividend

Your directors do not recommend any dividend on equity shares for the financial year 2013-14.

Directors

In accordance with the provisions of the Companies Act,2013 Mr. Jyotiprasad D Chiripal, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment . Further the Board of Directors at their meeting held on 6th August,2014 appoint him as Managing Director subject to approval of members in the ensuing annual general meeting.

Mr. Ambalal C Patel and Mr. Murli R Goyal, Independent Directors whose period of office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act,1956. However as per provisions of the Companies Act,2013 the Independent Directors are required to be appointed by shareholders and they shall not be liable to retire by rotation. Accordingly it is proposed to appoint them for a term of five consecutive years commencing from 20th September,2014 to 19th September,2019.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Mr. Rajendraprasad J. Shah was appointed as an Additional Director designated as an Independent Director w.e.f. March 18, 2014 and Ms. Renu C. Siddhu was appointed as an Additional Director designated as an Independent Director w.e.f 6th August,2014. They shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Rajendraprasad J. Shah and Ms. Renu C. Siddhu for appointment as an Independent Director.

Public Deposits

Your company has not accepted any deposits from the public as defined under section 58A of the Companies Act,1956 and rules made there under.

Consolidation of Equity Shares

Your Directors would like to state that your Company has consolidated the face value of Equity Shares from Rs. 5/- per share to Rs. 10/- per share during the year under review. On complying with the necessary formalities of the stock exchanges, depositories and other regulatory authorities in connection with the said issue the trading in the equity shares of face value of Rs.10/- per share had recommenced on 1st January,2014. Your Directors therefore would like to inform the stakeholders that the face value of the equity shares of the Company is now Rs. 10/- per share.

Delisting of Equity Shares

Presently the equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited(NSE). During the year under review, the equity shares of the company were delisted voluntarily under Clause 6 (a) of SEBI (Delisting of Equity Shares) Regulations, 2009 from Ahmedabad Stock Exchange Limited (ASE) with effect from 31st March, 2014. Based on the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009, it is open for the company to voluntarily delist its equity shares from one or more stock exchange (s) if it continues to remain listed on any stock exchange having nationwide trading terminals. Accordingly, the equity shares of the company were delisted as aforesaid from ASE without giving any exit opportunity to the share holders as the equity Shares of the company continued to be listed on BSE and NSE which is having nation wide trading terminals. The delisting of the company''s equity shares from ASE will not be prejudicial to or affect the interests of the investors.

Insurance

All assets of the company including inventories, building, plant and machineries are adequately insured.

Vigil Mechanism

Every listed Company and other Company as may be prescribed have to formulate the vigil mechanism for Directors and Employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made thereunder and revised clause 49 of the Listing Agreement with Stock Exchanges.

Your Company has established a vigil mechanism policy for its directors and employees to safeguard against victimization of persons who use Vigil mechanism and report genuine concerns. The Audit Committee of your Company shall oversee the Vigil mechanism.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from Company''s Auditors confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are being published as a part of the Annual Report of the Company.

Director''s Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors 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 as at 31st March,2014 and of the profit or loss of the company for the year under review,

(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,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a going concern basis.

Restructuring of bank dues under cdr mechanism

Your Company has obtained various credit facilities from different banks secured by the assets of the Company. In view of the losses incurred by the company, the CDR Cell and Banks while approving restructuring and also demerger have stipulated that the unsecured loan from Promoters group/ associates be converted in to capital so that Total Net Worth remain positive all the time.

Auditor''s and Auditor''s Report

M/s. J.T Shah & Co, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. You are requested to appoint the auditors and fix their remuneration.

The Statutory Auditor has qualified its Audit Report in respect of non-deposit of our part of Rs.3.39 lacs of unpaid/unclaimed dividend into Investor Education & Protection Fund till balance sheet date. Your director would like to clarify that the amount lying in unclaimed dividend in respect of earlier year was of erstwhile Nova Petrochemicals Limited and the same amount lying in the Bank Account was seized by the Sales Tax Authority which could not be accessed by the company to be transferred to Investor Education & Protection Fund when it became due and till date the seizure of the account is still continue. Further the company namely erstwhile Nova Petrochemicals Limited was demerged by order of the Honorable High Court of Gujarat and accordingly as per sharing ratio our liability in respect of transfer of unclaimed dividend comes to Rs 3.39 lacs and balance part is of GSL Nova Petrochemicals Limited, demerged company.

Cost Auditors

Pursuant to the order no.52/26/CAB-2010 dated 24th January,2012 of the Ministry of Corporate Affairs ("MCA") it was mandatory for the company to carried out audit of cost records of its textiles products . In terms of the said order Cost Audit have been conducted for F.Y 2013- 14 by M/s. Kiran J Mehta, firm of Cost Accountants having its office at 257, 2nd Floor, Ellisbridge Shopping Centre, Opp. MJ Library, Ahmedabad and have submitted the cost audit report to the board.

Particulars of Employees

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules,1975 and amendment made thereto from time to time the names and other particulars of employees are require to be annexed to the Director''s Report. However during the year under review there were no employees drawing the salary more than the limit prescribed under the said rules. Your Directors therefore do not attach the annexure as prescribed under the provision of section 217(2A) of the companies Act,1956.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars as required under section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are given in the Annexure to this report.

Acknowledgement

Your Directors would like to express their appreciation for the support and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives and workers.

For and on Behalf of Board of Directors

Date : 6th August,2014 Jyotiprasad D Chiripal

PLace : Ahmedabad Chairman


Mar 31, 2013

To, The Members of CIL Nova Petrochemicals Limited

The Directors take pleasure in presenting the 9th Annual Report together with Audited Accounts of your Company for the Financial Year ended March 31,2013.

FINANCIAL RESULTS

Your Company''s operating performance for the year ended March 31,2013 as compared to the previous financial year is summarized below :

(Rs.in Crore)

Particulars 2012-13 2011-12

Sales & Services 296.35 321.70

Other Income 0.73 2.62

Total Income 297.08 324.32

Total Expenses 293.59 319.54

Profit/(Loss) Before Tax 3.48 4.78

Provision for Taxation 0.72 0.05

Profit/(Loss) After Tax 2.77 4.73

Add : Balance brought forward (25.47) (30.20)

Amount available for appropriations (22.71) (25.47) Appropriations :

Dividend - -

Tax on Dividend - -

General Reserve - -

Balance Carried Forward (22.71) (25.47)

PERFORMANCE

During the year under review, turnover declined from Rs. 342.15 crore to Rs. 323.65 crore. The profit before tax was at Rs. 3.48 crore as against previous year profit before tax of Rs. 4.78 crore . The profit after tax was at Rs. 2.77 crore as against a profit of Rs. 4.73 crore over the previous year. The dip in profit is attributed to unprecedented increase in cost of raw materials without commensurate increase in the cost of finished goods, demand fluctuation etc. Your Directors expects to improve the performance during the current year.

DIVIDEND

Your directors do not recommend any dividend on equity shares for the financial year 2012-13.

DIRECTORS

In accordance with the provisions of the Companies Act,1956 and Articles of Association of the Company, Mr Murli R Goyal, Director, retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment .

PUBLIC DEPOSITS

Your company has not accepted any Deposits from the public as defined under section 58A of the Companies Act,1956 and rules made there under.

COVERAGE OF ASSETS

Your Directors state that there are various kinds of risks associated to the business of the company so in order to safeguard the interest of company and stakeholders your directors have taken adequate insurance coverage on assets of company against all major risks.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. The Directors and the Management of your company ensure compliance of the Corporate Governance requirements set out under the Listing Agreement entered into with Stock Exchanges.

Corporate Governance Report and Management Discussion and Analysis Report in terms of Clause 49 of the Listing Agreement are annexed and form part of this Annual Report. Auditors'' Certificate regarding compliance of conditions of corporate governance is also annexed.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules,1975 and amendment made thereto from time to time the names and other particulars of employees are require to be annexed to the Director''s Report. However during the year under review there were no employees drawing the salary more than the limit prescribed under the said rules. Your Directors therefore do not attach the annexure as prescribed under the provision of section 217(2A) of the companies Act,1956.

DIRECTORS '' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors 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 as at 31st March,2013 and of the profit or loss of the company for the year under review,

(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,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a going concern basis.

RESTRUCTURING OF BANK DUES UNDER CDR MECHANISM

Your Company has obtain various credit facilities from different banks secured by the assets of the Company. In view of the losses incurred by the company, the CDR Cell and Banks while approving restructuring and also demerger have stipulated that the unsecured loan from Promoters group/ associates be converted in to capital so that Total Net Worth remain positive all the time.

AUDITORS AND AUDITORS'' REPORT

M/s. J.T Shah & Co, Chartered Accountants, Ahmadabad hold office until the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if reappointed.

The Statutory Auditor has qualified its Audit Report in respect of non-deposit of our part of Rs. 3.39 lacs of unpaid/unclaimed dividend into Investor Education & Protection Fund till balance sheet date. Your director would like to clarify that the amount lying in unclaimed dividend in respect of earlier year was of erstwhile Nova Petrochemicals Limited and the same amount lying in the Bank Account was seized by the Sales Tax Authority which could not be accessed by the company to be transferred to Investor Education & Protection Fund when it became due and till date the seizure of the account is still continue. Further the company namely erstwhile Nova Petrochemicals Limited was demerged by order of the H''onorable High Court of Gujarat and accordingly as per sharing ratio our liability in respect of transfer of unclaimed dividend comes to Rs 3.39 lacs and balance part is of GSL Nova Petrochemicals Limited, demerged company. Further observation of Auditors that Rs. 40.24 Lacs was outstanding for more than six months towards income tax, was precisely advance tax for the current fiscal year. Your directors would like to state that it has been noticed in the past that the POY industry fluctuated seasonally due to variations in supply & demand. Accordingly a good performance during a quarter / half year converted into average / below average performance during subsequent quarter / half year. Due to the fluctuation in performance, your company was following the practice of paying income tax after the end of the financial year based on the actual profit / loss. Now the POY Industry has stabilized with minimal fluctuation in demand & supply and therefore, the company has now adopted the practice of payment of advance tax from the current financial year.

COST AUDITORS

M/s. Kiran J Mehta & Co., Cost Accountants who was appointed after recommendation of the Audit Committee for conducting the audit of cost accounts of the company for the financial year 2012-13 in respect of Textiles Products. Their appointment was approved by the Central Government. In terms of The Companies (Cost Accounting Records) Rules 2011, as amended from time to time, the Compliance Report for the financial year March 31, 2012 as applicable has been duly filed. Your company has thus complied the rules and regulation prescribed by the Ministry of Corporate Affairs in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are given in the Annexure A to this report.

ACKNOWLEDGEMENT

Your Directors thank the Company''s customers , suppliers , bankers , financial institutions, shareholders and regulatory authorities for their consistent support to the company. Your Directors also sincerely acknowledge the significant contribution made by all the employees of the Company during the year under review.

By order of Board of Directors

Date : 13.08.2013 Jyotiprasad D Chiripal

Place : Ahmedabad Chairman


Mar 31, 2012

To , The Members of CIL Nova Petrochemicals Limited

The have pleasure in presenting the 8th Annual Report together with Audited Statement of Accounts of the Company for the year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The Financial Performance of your company is summarized below:

(Amount in Rs)

Particulars Current Year Previous Year 2011-2012 2010-2011

Sales & Seraces 3217004887 2835127014

Other Income 27946436 6601814

Total Income 3244951323 2841728828

Total Expenses 3197136632 2820509304

Profit/(Loss) Before Tax 47814690 21219524

Provision for Taxation 547000 -

Profit/(Loss) After Tax 47267690 21219524

Add : Balance brought forward (301993650) (323213175)

Amount available for appropriations (254725960) (301993650)

Appropriations :

Dividend - -

Tax on Dividend - -

General Reserve - -

Balance Carried Forward (254725960) (301993650)



PERFORMANCE

During the year under review, the company has achieved a gross turnover of Rs 341.16 crore for the year 2011-12 as compared to the gross turnover of Rs 301.49 crore for the year 2010-11 which shows a rise of 13.16 % over the previous year. The PBT during the year under review was Rs 4.78 crore as compared to Rs 2.12 crore, registering the increase of 125.47 % over the prev’ous year. The Company has achieved a profit of Rs 4.73 crore as compared to a profit of Rs 2.12 crore over the prev’ous year 2010-11.

DIVIDEND

Your directors do not recommend dividend during the year under rev’ew in order to plough back the profits to further strengthen the liquidity position of the company.

DIRECTORS

In accordance with the Articles of Association of Company and subject to the provisions of CompanyRss Act,1956 read with any other laws Mr Ambalal C Patel, Director of the company will retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

PUBLIC DEPOSITS

During the year, your company has not accepted any deposits under section 58A of the Companies Act,1956 and rules made there under. COVERAGE OF ASSETS

The Company has reviewed the adequate insurance cover for the existing Plant & Machinery, Building, Stock, etc. considering the various risk factors attached to the assets and insured the assets to take care of the unforeseen circumstances to safeguard the interest of the company.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. The Directors and the Management of your company ensure compliance of the Corporate Governance requirements set out under the Listing Agreement with Stock Exchanges.

A detailed report on Corporate Governance pursuant to the requirement of Clause 49 of the Listing Agreement with the Stock Exchange together with AuditorRss Certificate confirming compliance is attached to this Annual Report.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules,1975 and amendment made thereto from time to time the names and other particulars of employees are require to be annexed to the DirectorRss Report. However during the year under review there were no employees drawing the salary more than the limit prescribed under the said rules. Your Directors therefore do not attach the annexure as prescribed under the provision of section 217(2A) of the companies Act,1956.

RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors 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 profit or loss of the company for the year under review,

(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,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORSRs REPORT

M/s. J.T Shah & Co, Statutory Auditors will retire at the conclusion of forthcoming Annual General Meeting and are eligible offer themselves for re-appointment. The Company has received a certificate from M/s. J.T Shah & Co to the effect that their re-appointment, if made at the ensuing Annual General Meeting will be within the limits specified in Section 224(1B) of the Companies Act, 1956.

The Statutory Auditor has qualified its Audit Report in respect of non-deposit of our part of Rs. 3.39 lacs of unpaid/unclaimed dividend into Investor Education & Protection Fund till balance sheet date. Your director would like to clarify that the amount lying in unclaimed dividend in respect of earlier year was of erstwhile Nova Petrochemicals Limited and the same amount lying in the Bank Account was seized by the Sales Tax Authority which could not be accessed by the company to be transferred to Investor Education & Protection Fund when it became due and till date the seizure of the account is still continue. Further the company namely erstwhile Nova Petrochemicals Limited was demerged by order of the HRsonorable High Court of Gujarat and accordingly as per sharing ratio our liability in respect of transfer of unclaimed dividend comes to Rs 3.39 lacs and balance part is of GSL Nova Petrochemicals Limited, demerged Company.

Further in respect of the note no 9 b of Audit Report stating disputed statutory dues have not been deposited with appropriate authorities. Your director would like to clarify that this statutory dues relates to erstwhile Nova Petrochemicals Limited and the same will be dealt with as per the demerger order of the HRsonorable High Court of Gujarat.

COST AUDITORS

In accordance with various circulars, guidelines, notification, Cost Audit Record Rules and Cost Audit Report Rules and pursuant to Cost Audit Order dated 24th January,2012 issued by Ministry of Corporate Affairs mandating your company for appointment of cost auditor. Your Company has thus in compliance of the above rules has carried out the procedure for appointment of M/s. Kiran J Mehta & Co. a firm of Cost Accountants for conducting the audit of cost records of the company for the financial year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under section 217(1)(e) of the Companies Act,1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are given in the Annexure A to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedication and commitment of employees at all levels that have contributed to the success of your Company. Your Directors thank and express their gratitude for the continued support and co-operation received from the shareholders, business associates, vendors, Bankers, customers, service providers and various statutory authorities.

By order of Board of Directors

Date : 27.08.2012 Jyotiprasad D Chiripal Place : Ahmedabad Chairman


Mar 31, 2011

To The Members of CIL Nova Petrochemicals Limited. ( Formerly Known as Nova Poly yarn Limited )

The Directors are delighted to present the 7th Annual Report together with Audited Statement of Accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS

The Financial Performance of your Company for the year ended March31,2011 is summarized below:

(Rs. In Cr) Particulars Current Year Previous Year 2010-2011 2009-2010

Sales 294.29 194.21

Other Income 0.66 0.83

Increase /(Decrease) in Stock (5.18) 9.04

Less- Expenditure 269.32 186.47

Profit Before Interest, Depreciation & Taxation 20.44 17.62

Less : Interest & Financial Charges 9.12 9.10

Profit Before Depreciation and Taxation 11.32 8.52

Less : Depreciation 9.19 9.01

Profit/(Loss) before Taxation 2.12 (0.49)

Add : Exceptional Item 0 1.27

Profit/(Loss) before taxation 2.12 0.78 Less: Provision for Taxation

Current including wealth Tax 00 00

Fringe Benefit Tax 00 00

Deferred 00 00

Profit/(Loss) after Taxation 2.12 0.78

PERFORMANCE

During the year under review, the company has achieved a gross turnover of Rs.314.28 Crore for the year 2010-11 as compared to the gross turnover of Rs.206.27 Crore for the year 2009-10 which shows a rise of 52.36 % over the previous year. The PBIDT during the year under review was Rs.20.44 Crore as compared to Rs.17.62 Crore, registering the increase of 15.97 % over the previous year. The Company has achieved a profit of Rs.2.12 Crore as compared to a profit of Rs.0.78 Crore over the previous year 2009-10. Your directors expects to improve performance during the current year.

DIVIDEND

Your directors do not recommend dividend during the year under review as the company is setting its existing manufacturing activities after the demerger and is under process to put up the projects to achieve growth.

DIRECTORS

The Companies Act,1956 provides that at least two-thirds of our directors are subject to retire by rotation. One third of these directors must retire from office at each Annual General Meeting of shareholders. A retiring director is eligible for re-election. Mr Ved Prakash D Chiripal retire by rotation and eligible offer themselves for re-appointment at this Annual General Meeting.

Your directors recommend their re-appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules,1975.

COVERAGE OF ASSETS

The Company has reviewed the Adequate Insurance Cover for the existing Plant & Machinery, Building, Stock, etc. considering the various risk factors attached to the assets and insured the assets to take care of the unforeseen circumstances to safeguard the interest of the company.

CORPORATE GOVERNANCE

Your Company is committed towards achieving the highest standard of Corporate Governance. The Directors and the Management of your Company ensure compliance of the Corporate Governance requirements set out under the Listing Agreement with Stock Exchanges.

A detailed report on Corporate Governance pursuant to the requirement of Clause 49 of the Listing Agreement with the Stock Exchange together with Auditor's Certificate confirming compliance is attached to this Annual Report.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules,1975 the names and other particulars of employees are require to be annexed to the Director's Report. However during the year under review there were no employees drawing the salary more than the limit prescribed under the Act. Yours Directors therefore do not attach the annexure as prescribed under the provision of section 217(2A) of the companies Act,1956.

RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting polices 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 or loss of the Company for the year under review,

(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,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

(iv) that the Directors have prepared the annual accounts on a 'going concern' basis.

AUDITORS

You are requested to appoint the auditors for the current year and to fix their remuneration. The retiring auditors M/s. J.T Shah & Co, Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from M/s. J.T Shah & Co. to the effect that their re-appointment, if made, will be within the prescribed limits specified in Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under section 217(l)(e) of the Companies Act,1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are given in the annexure A to this report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the dedication and commitment of employees at all levels that have contributed to the success of your Company. Your Directors thank and express their gratitude for the continued support and co-operation received from the shareholders, business associates, vendors, Bankers, customers, service providers and various statutory authorities.

On Behalf of Board of Directors

Date : 11.08.2011 Jyotiprasad D Chiripal

Place : Ahmedabad Chairman


Mar 31, 2010

The Directors have pleasure in presenting their 6th Annual Report together with the Audited Financial Statements for the year ended March 31st 2010 to the shareholders of the Company.

FINANCIAL HIGHLIGHTS:

(Rs. In Cr)

FINANCIAL RESULTS Current Year Previous Year 2009-10 2008-09 Amount (Rs.) Amount (Rs.)

Sales 194.21 161.58

Other Income 0.83 0.35

Increase / (Decrease) in stock 9.04 (7.13)

Lees - Expenditure 186.47 145.24

Profit: Before Interest, Depreciation & Taxation 17.62 9.56

Less: Interest & Financial Charges 9.10 9.03

Profit Before Depreciation & Taxation 8.52 0.53

Less : Depreciation 9.01 9.83

Profit / (Loss) before Taxation (0.49) (9.30)

Add: Exceptional Item 1.27 0.00

Profit / (Loss) before Taxation 0.78 (9.30)

Less: Provision For Taxation

- Current including Wealth Tax 0.00 0.03

- Fringe Benefit Tax 0.00 0.07

- Deferred 0.00 0.00

Profit / (Loss) after Taxation 0.78 (9.40)

WELCOME TO THE SHAREHOLDERS:

Your Directors have great pleasure to welcome the esteemed shareholders of listed Company Nova Petrochemicals Limited, who became the shareholders of our Company pursuant to the scheme of arrangement in the nature of demerger approved by the Honble High Court of Gujarat dated 27th August, 2009.

PERFORMANCE:

During the year under review, the Company has achieved a gross turnover of Rs.206.27 Crores for the year 2009-10 as compared to the gross turnover of Rs.170.98 Crores for the year 2008-09 which shows a rise of 20.64% over the previous year. The PBIDT during the year under review was Rs.17.62 Crore as compared to Rs.9.56 Crores, registering the increase of 84.31% over the previous year. The Company has achieved a profit of Rs.78.35 Lacs as compared to a loss of Rs.939.75 Lacs over the previous year 2008- 09. Your Directors would like to state that the Company was engaged in the business of trading before the demerger and after the approval of the scheme of demerger of Nova Petrochemicals Limited, your Company got half of its business which includes assets, liabilities etc. as per the scheme of demerger with retrospective effect from 1st April 2007 being the appointed date of demerger. The performance during the year under review was after giving effect of demerger i.e. the appointed date of demerger.

Your Company is now in the manufacturing field after the demerger. Further, your Directors are pleased to inform you that the Company has reviewed the entire activities and the Company is planning to achieve the growth by putting up a project by streamlining the existing activities. Your Directors expect to come out with the new projects in the current year which will improve the performance of the Company.

DIVIDEND:

Since the Company got the business of manufacturing pursuant to the demerger and is appropriating the loss of the previous years, your Directors have not recommended dividend during the year under review.

DEPOSITORY SYSTEM:

As the Members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2010, 89.82% of the Companys total paid-up Capital representing 24340436 shares are in dematerialized form. In view of the numerous advantages offered by the Depository System, Members holding shares in physical more are advised to avail of the facility of dematerialization on either of the Depositories. Further, your Directors would like to inform you that the ISIN No. of Equity Shares issued by NSDL & CDSL has been freezed for affecting any transfer of shares as per their regulations till the listing and trading permission granted by the Stock Exchanges due to the demerger scheme.

CHANGE OF NAME:

The name of the Company has been changed from Nova Poly Yarn Limited to CIL Nova Petrochemicals Limited pursuant to the approval of scheme of demerger by the Honble High Court of Gujarat. The new name consequent to the demerger was a part of the scheme and accordingly the Registrar of Companies, Gujarat have issued the fresh Certificate of Change of Name consequent to the compliance of necessary formalities in this connection.

RECLASSIFICATION OF AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the Company was consisting of 6,50,00,000 Equity Shares of Rs.5/- each being the equity shares only which was reclassified into Equity Shares and Preference Shares by bifurcating into 5,50,00,000 Equity Shares of Rs.5/- each and 5,00,000 Preference Shares of Rs.100/- each during the year under review. The Company has complied with the necessary formalities with the Registrar of Companies, Gujarat.

ISSUE OF 8% NON – CUMULATIVE REDEEMABLE PREFERENCE SHARES:

During the year under review, the Company has allotted 5,00,000 8% Non – Cumulative Redeemable Preference Shares of Rs.100/- each of tenure of 10 years redeemable after five years at the option of the Company. Consequent to the allotment of Preference Shares, the networth of the Company became positive as on 31st March, 2010.

REFERENCE TO BIFR OF ERSTWHILE NOVA PETROCHEMICALS LIMITED:

Your Directors are pleased to inform you that the erstwhile Nova Petrochemicals limited, being the Company earlier to the demerger had made an application to BIFR for the registration on account of complete erosion of the networth of the Company and the application of the Nova Petrochemicals Limited was under process for approval for registering the Company under BIFR. However, before the application of reference to BIFR was processed, Honble High Court of Gujarat had approved the scheme of demerger on 27th August, 2009 and as per the last hearing held by Board of BIFR, the two separate entities under the demerger were instructed to submit the separate Balance Sheet to the Board as being the separate entity for registering the Company under BIFR. As far as the resultant Company i.e. CIL Nova Petrochemicals Limited, a part of Chiripal Group is concerned and foresight and vision of the

management, your Company had decided not to refer to BIFR and with the becoming of the networth of the Company positive as of 31st March, 2010, the Board of Directors have decided not to opt for

registering your Company under BIFR and the strategy have been envisaged to increase the activities by putting up new projects, expansions etc. and to bring your Company under positive zone and to take it on the right track of profitability and growth so as to enable the Company to give good return to the shareholders and investors of the Company.

SEBI ORDER AGAINST ERSTWHILE NOVA PETROCHEMICALS LIMITED:

Your Directors would like to inform you that after the approval of demerger by Honble High Court of Gujarat, SEBI has passed an order dated 12.01.2010 debarring Nova Petrochemicals Limited (erstwhile, being the Nova Petrochemicals Limited before demerger) from buying, selling or accessing capital market for a period of 2 years from the date of order under the investigation carried out by SEBI in the script of Nova Petrochemicals Limited during the period 2005-06. As an order was against erstwhile Nova Petrochemicals Limited, your Company along with the demergerd entity GSL Nova Petrochemicals Limited preferred a joint appeal with Honble Securities Appellate Tribunal (SAT) against an order passed by SEBI as referred above which was rejected by SAT on 07.06.2010 being aggrieved against this rejection, a joint SLP against an order of Honble SAT has been preferred in Honble Supreme Court of India.

LISTING OF EQUITY SHARE ON STOCK EXCHANGES:

Pursuant to the scheme of demerger approved by the Honble High Court of Gujarat, your Company had applied for listing of 2,71,00,000 Equity Shares of Rs.5/- each on Stock Exchange viz. Bombay Stock Exchange Limited(BSE), National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE) after demerger. The Company have complied with all the necessary formalities in connection with the listing of Equity Shares with the Stock Exchanges. Your Directors are pleased to inform you that Bombay Stock Exchange has granted listing permission of Equity Shares and the application for the listing with National Stock Exchange and Ahmedabad Stock exchange is under process and pursuant to the listing permission of BSE, the Company has to receive the NOC under Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 from SEBI and Listing permission from NSE. Further, the Company has also complied with the necessary requirements of SEBI in order to get NOC from SEBI as referred above. During this process of listing, SEBI has passed an order dated 12.01.2010 debarring Nova Petrochemicals Limited (erstwhile, being the Nova Petrochemicals Limited before demerger) from buying, selling or accessing capital market for a period of 2 years from the date of order under the investigation carried out by SEBI in the script of Nova Petrochemicals Limited during the period 2005-06. As an order was against erstwhile Nova Petrochemicals Limited, your Company along with the demergerd entity GSL Nova Petrochemicals Limited preferred a joint appeal in Honble Securities Appellate Tribunal (SAT) against an order passed by SEBI as referred above which was rejected by SAT on 07.06.2010, being aggrieved against this rejection, a joint SLP against an order of Honble SAT has been preferred in Honble Supreme Court of India. Your Directors would like to inform you that non processing of listing application by NSE and non issue of NOC by SEBI under Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 are being not reasoned in writing by NSE & SEBI respectively. However, your Company came to know by verbal communication during the follow up, the reason of not processing and non issue of permission and NOC is the SEBI order dated 12.01.2010 and there is no specific reason yet communicated in writing by any of these authorities till date and your Company is constantly taking the appropriate available action to get the shares listed on these exchanges as earliest as possible.

FIRE:

During the year under review, a fire took place at the factory premises in Companys godown located at DT Division and complete stock of godown along with the Plant & Machinery of DT Division and

building was completely destroyed and the Company has preferred a fire claim with Insurance Company and the claim is under process.

SPLIT OF CREDIT FACILITIES FROM THE BANKERS:

Pursuant to the approval of the scheme of demerger, the various credit facilities of the erstwhile Nova Petrochemicals Limited was split into two parts and the necessary formalities for the split of credit facilities was under process during the year under review. The split of the credit facilities among two groups to be completed during the Current year and the necessary formalities to that effect is under process.

EXPLANATIONS / CLARIFICATIONS IN RESPECT OF STATUTORY DUES, PAYMENT TO BANKERS AND DISPUTED STATUTORY DUES AS REPORTED BY STATUTORY AUDITORS’ IN ITS AUDITORS REPORT:

Your Directors would like to clarify and state that your Company viz. CIL Nova Petrochemicals Limited being a resultant Company pursuant to the scheme of demerger as approved by Honble High Court of Gujarat vide its order dated 27.08.2009 got half of the business including assets & liabilities of erstwhile Nova Petrochemicals Limited as per the scheme approved by the High Court with retrospective effect from 1.04.2007 and your Company have prepared the financials for the year 31.03.2010 on the basis of scheme after giving the effect in the financials from 01.04.2007 and the financial results as on 31.03.2010 represents the effect as per the scheme approved by the Honble High Court which includes the liabilities and the transactions and status and acts of erstwhile Nova Petrochemicals Limited and the same have been included by the Statutory Auditors? in respect of delay in depositing Service Tax, Gujarat Value Added Tax, Central Sales Tax, Professional Tax and Income Tax Deducted at Source along with undisputed amounts for more than 6 months payable in respect of Wealth Tax of Rs. 5 lacs as on Balance Sheet date. Further, there was also non deposit of disputed Statutory dues with the appropriate Authorities in respect of erstwhile Nova Petrochemicals Limited as reported by Auditors?. Your Directors? would like to further state that there were delay in repayment of principal and interest in respect of the Term Loans of the Bankers? and related to erstwhile Nova Petrochemicals Limited as mentioned in Auditors report as 31.03.2010. Your Directors would like to clarify and provide the explanations in respect of the qualifications mentioned in Auditor Report as of 31.03.2010 as referred above were related to erstwhile Nova Petrochemicals Limited and due to retrospective effect given in the financials with effect from 01.04.2007 and there were no actual transactions done and related by your Company viz. CIL Nova Petrochemicals Limited.

PUBLIC DEPOSIT:

During the year under review, your Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

COVERAGE OF ASSETS:

The Company has reviewed the Adequate Insurance Cover for the existing Plant & Machinery, Building, Stock, etc. considering the various risk factors attached to the assets and insured the assets to take care of the unforeseen circumstances to safeguard the interest of the company.

CORPORATE GOVERNANCE:

A Certificate from Auditors of the Company, M/s. J T Shah & Co, Chartered Accountants confirming compliance with conditions of corporate governance as stipulated under the aforesaid clause 49 is annexed to this report. Further, a certificate of CEO and declaration on code of conduct also forms part of this Annual Report.

The Company has adopted Corporate Governance Policy and Code of Conduct which has set out the system process and policy confirming to standards. The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The Management Discussion and Analysis Report and Compliance Report on Corporate Governance as required by Clause 49 of the Listing Agreement also forms part of this Annual Report

DIRECTORS:

Shri Jyotiprasad D Chiripal, Director who retires by rotation during the year under review, offers himself for reappointment. Your Directors recommend his reappointment.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 217 (2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 the names and other particulars of employees are required to be annexed to the Directors? Report. However, during the year under review there were no employees drawing the salary more then the limit prescribed by the aforesaid provisions of the Act. Your Directors? therefore do not attach the annexure as prescribed under the provisions of the Section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY:

Pursuant to Section 217(2AA) of the Companies Act 1956 and based on the information received from the Management and after due enquiry, your Directors state that;

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of the Company have been prepared on a going concern basis.

AUDITORS:

M/s. J.T. Shah & Co, Chartered Accountants, the Auditors of the Company, holds office up to the conclusion of the ensuing Annual General Meeting of the Company and have given their consent for re- appointment. The shareholders will be required to elect auditors for the current year and fix their remuneration. Your Company has received a written confirmation from M/s. J.T. Shah & Co, Chartered Accountants, to the effect that their appointment, if made would be in conformity with the limits prescribed in Section 224 of the Companies Act, 1956. The Board recommends the re-appointment of M/s. J.T. Shah & Co, Chartered Accountants, as the Auditors of the Company for the current financial year 2010-11.

GROUP:

Pursuant to intimation received from the Promoters, and names of the Promoters and entities comprising group as defined under the monopolies and restrictive trade practices (MRTP) Act 1969 are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and takeovers), Regulations, 1997.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 are given in Annexure to this report.

ACKNOWLEDGMENT:

Your Directors record that sincere gratitude for their valuable support and co-operation received from the Banks, Shareholders, business associates, customers, vendors and various statutory authorities. Your Directors place on record their sincere appreciation for the contribution made by the employees of the Company at all levels through their hard work, dedication and support.

ANNEXURE TO DIRECTORS REPORT ANNEXURE-1

Particulars pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Report of the Directors.

FOR AND ON BEHALF OF THE BOARD

Sd/-

JYOTIPRASAD D CHIRIPAL CHAIRMAN

Place: - Ahmedabad Date : - 07/08/2010

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