Mar 31, 2018
To The Members,
The Directors of your Company have pleasure in presenting the 31s1 Annual Report of the Company together with Audited Accounts for the financial year ending 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
(INR Lakhs) forming part of Annual Report.
Revenue from |
Standalone |
Consolidated |
||||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|||
52702.14 |
51283.16 |
52713.99 |
51258.30 |
|||
Operations Other Income |
842.11 |
451.30 |
842.11 |
451.30 |
||
Total Revenue |
53544.25 51734.46 |
|
53556.10 |
51709.60 |
||
Profit before |
4462.49 |
5170.00 |
4466.18 |
5169.40 |
||
Exceptional item, depreciation, interest & Tax (PBDIT) Interest & other |
2005.73 |
1553.60 |
2005.73 |
1553.60 |
||
financial expenses Profit before |
2456.76 |
3600.12 |
2460.45 |
3615.80 |
||
depreciation & Tax (PBDT) Depreciation and |
1572.83 |
1264.74 |
1572.83 |
1264.74 |
||
amortization expenses Profit before Tax |
883.93 |
2351.66 |
887.63 |
2351.06 |
||
and Exceptional item Exceptional Item |
|
16.28 |
|
16.28 |
||
Profit before Tax (PBT) |
883.93 |
2335.38 |
887.63 |
2334.78 |
||
Tax Expenses- Current |
- |
- |
- |
- |
||
Deferred |
- |
- |
- |
- |
||
Profit after Tax (PAT) |
883.93 |
2335.38 |
887.63 |
2334.78 |
||
Other Comprehensive |
76.53 |
(109.48) |
72.69 |
(109.48) |
||
Income Total Comprehensive |
960.46 |
2225.90 |
960.32 |
2225.30 |
||
Income for the period Earning per share-Basic 0.65 |
1.73 |
0.66 |
1.73 |
|||
Diluted |
0.65 |
1.73 |
0.66 |
1.73 |
||
2. DIVIDEND
As Company does not have any distributable profits computed under provisions of Companies Act, 2013, no dividend is being recommended.
3. RESERVES
There is no change in Capital Reserves , Securities Premium Re s e rves and General Reserves during the year, which stands at Rs.1764.44 lakhs, Rs.39.23 lakhs and Rs.80.00 lakhs respectively.
4. RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry of Science & Technology, Govt. of India.
During the year, the Company has focused on new varieties on dyed yarns. This will help in growth of sales in the current year. The Company is also working for energy conservation and reduction in the fuel cost with the help of in-house R&D.
5. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANY
The Company has a Wholly Owned Subsidiary Company, Carlit Trading Europe, S.L.U (Spain) for production of sale of its products in the European market.
A separate statement containing the salient features of financial statements of the subsidiary Company forms part of the Annual report in the prescribed Form AOC-1 in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and in accordance with Indian Accounting Standard 110, Consolidated Financial Statements, including financial information of its Subsidiary, forms part of this Annua I Report.
The Company is not having any other Joint Venture or Associate Company.
6. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Vision & core areas of CSR:
Your Company is committed to and is fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act, 2013.
Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprises of Shri Rajinder Kumar Garg, as its Chairman, Shri Dheeraj Garg and Shri Ajit Singh Chatha as members. This Committee has framed the CSR Policy for the Company which is approved by the Board and may be accessed on the website of the Company at http:/www.indianacrylics.com Since the Company does not have net profits in accordance with Section 198 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules.
7. CORPORATE GOVERNANCE
Your Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholdersâ value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholdersâ as well as customersâ needs. The Company already has an Audit Committee, a Stakeholder Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report. A certificate from the Statutory Auditors of the Company regarding compliance of governance norms, stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to the Corporate Governance report.
8. ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the Act, in Form MGT-9, forms part of the Boardâs report.
9. DIRECTORSâ RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a. in the preparation of the annual accounts for the year ending 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
Note: The financial statements of the Company for the year ended 31st March, 2018 has been prepared in accordance with Indian Accounting Standards (Ind AS). The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information.
Production & Sales Review:
The Company has achieved production of 28461 MT of Acrylic Fibre and sale of 18348 MT, during the year under review as against production of 33840 MT and sale of 27028 MT respectively during the previous year.
The Company has also achieved production of 9063 MT of Acrylic Yarn and sale of 10115 MT during the year under review as against production of 5599 MT and sale of 6514 MT during the previous year.
The total revenue from operations during the year under review was Rs,53544.25 lakhs as against Rs,51734.46 lakhs during the previous year.
Profitability:
The Company earned profit before depreciation, interest, exceptional item and tax of Rs,4462.48 lakhs as against Rs,5170.00 lakhs in the previous year. After providing for depreciation of Rs,1572.83 lakhs (Previous Year Rs,1264.74 lakhs), interest of Rs,2005.73 lakhs (Previous Year Rs,1553.60 lakhs), exceptional item nil (Previous Year Rs,16.28 lakhs) the net profit from operations after comprehensive income worked out to Rs,960.46 lakhs as compared to net profit of Rs,2225.90 lakhs in the previous year. Segment-wise/Product wise Performance:
Over the last few years, your company has been successful in its goal of diversifying revenues, to tap new opportunities and reduce any risks of an overly concentrated portfolio. Company is manufacturing both acrylic fiber and yarn. During 2017-18, sale revenue from yarn segment is more than 10% of the total revenue of the Company. The treatment for the same is enunciated in the Indian Accounting Standard on segment reporting (Ind AS-108) and is explained under Para no. 7 of the Note No.26 on Notes on Accounts,
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis; and
e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. DIRECTORS
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting, following changes have taken place in the Board of Directors:
- Shri B B Tandon (DIN-00035266) and Shri H K Singhal (DIN-00044328) resigned from the Directorship of the Company w.e.f. 21.06.2017 and 01.08.2017 respectively. Your Directors place on record appreciation of the valuable guidance rendered by them during their association with the Company.
- On the recommendation of Audit Committee Shri Surinder Kansal, Chartered Accountant, is appointed as Chief Financial Officer (CFO) of the Company with effect from 01/08/2017 to fill the vacancy caused by the resignation of Shri H.K. Singhal.
- Smt. Indu Malhotra (DIN: 02986786), IAS and Managing Director of Punjab State Industrial Development Corporation Ltd. (PSIDC), is re-appointed as Nominee Director/ Chairperson on the Board of the Company w.e.f. 14.08.2017 who vacated the office of Director on 30.05.2017 pursuant to Section 167(b) of the Companies Act, 2013.
- PNB Withdrawn the nomination of Shri Sanjeev Kumar Bajaj, Nominee Director PNB, from the Board of Directors of the Company with effect from 30/10/2017.
- Pursuant to the provisions of Section 149 of the Act, Raja Shivdev Inder Singh (DIN 07859271) was appointed as Independent Director of the Company w.e.f. 01/07/2017 duly approved by shareholders at Annual General Meeting of the Company held on 29th September, 2017. The terms and conditions of appointment of Independent Director are as per Schedule IV of the Act. He has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstance which could affect his status as independent Director during the year.
- Pursuant to the provisions of Section 149 of the Act, Shri Sukhbir Singh Grewal (DIN 00031001) was appointed as Independent Director of the Company w.e.f. 01/01/2018 subject to the approval of shareholders at Annual General Meeting of the company. The terms and conditions of appointment of Independent Director are as per Schedule IV of the Act. He has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstance which could affect his status as independent Director during the year.
- On the recommendation of Nomination and Remuneration Committee, Board in its meeting held on 14.02.2018 duly approved by shareholders in their meeting held on 30.03.2018, re-appointed Sh. R K Garg as Managing Director of the Company for a period of three years w.e.f. 01/03/2018.
- On the recommendation of Nomination and Remuneration Committee, Board in its meeting held on 14.02.2018 duly approved by shareholders in their meeting held on 30.03.2018,appointed Sh. Alok Goyal, as Executive Director (Works of the Company for a period of three years w.e.f. 01/03/2018.
As per the provisions of Companies Act, 2013, Shri Suresh Kumar Singla (DIN-00051799), Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.
Familiarisation programmes for Board Members:
The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. Directors get an opportunity to visit Companyâs plant which helps them to understand business operations & working of the Company. The business strategies, performance, global developments, legal & other updates, compliance reports and other relevant information/reports etc are being periodically provided to the Board of Directors.
B) Declaration by an Independent Director(s) and reappointment. if any
A declaration by Independent Directors stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Regulation 4(f)(ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 Board Meetings were held, one each on 30th May 2017, 14th August 2017, 14thNovember 2017 and 14th February 2018.
12. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATON AND OTHER DETAILS
The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directorsâ Report.
13. EMPLOYEE STOCK OPTION SCHEME
Your Company had introduced Employee Stock Option Scheme framed in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, titled âIndian Acrylics Limited -Employees Stock Option Scheme, 2016 (âIAL-EsOs 2016â) during the financial year 2015-16, which was approved by the Board of Directors of the Company and subsequently by the shareholders of the Company in their Annual General Meeting held on 29th September, 2016.
No options under the said scheme have been granted to the employees of the Company during the year under review.
14. AUDIT COMMITTEE
The Audit Committee comprises of three non-executive Directors viz. Rear Admiral M. M. Chopra, AVSM (Retd.), Shri Ajit Singh M/s AKR & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2022 (subject to ratification of their appointment at every AGM).The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
b. Secretarial Auditor:
M/s S.K. Sikka & Associates, practicing Company Secretaries, Chandigarh, was appointed as Secretarial Auditor & his report in Form No. MR 3 under Section 204 of the Companies Act for the Financial Year 2017-18 is attached & forms part of this Report .
c. Cost Auditor:
As per provisions of Section 148 of the Companies Act, 2013 the Board of Directors of your Company has recommended M/s Aggarwal Vimal & Associates, Cost Auditor, to be re-appointed as a Cost Auditor for the Financial Year 2018-19, subject to ratification of his appointment and remuneration by the Shareholders in the forthcoming Annual General Meeting.
d. Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Manoj Kumar (ICWA), to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company.
22. AUDITORSâ REPORT
The Statutory and Secretarial Auditorsâ Reports are self-explanatory and require no comments.
23. LISTING OF SHARES
Equity shares of the Company are listed on BSE Limited and Listing fee has already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations, 2015.
24. DEMATERIALISATION
Effective from 25th September 2000, the equity shares of your Company are being compulsorily traded in dematerialized form. As on 31st March 2018, a total of 1258 lakhs equity shares, representing 92.97% of equity share capital, have been dematerialized and 29332 shareholders are holding shares in dematerialized form.
25. INSURANCE
All the assets of the Company have been adequately insured.
26. PARTICULARS OF EMPLOYEES
Relations with the employees continued to be peaceful and harmonious during the period under review.
27. PERSONNEL & RELATED DISCLOSURES:
Your Company continues to lay emphasis on continued qualitative growth of its human resources by providing a congenial and conducive work environment in consonance with its belief that the real strength of its organization lies in its employees.
The particulars required under Section 197 read with Rule 5 (1), 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including statement of employees receiving salary of Rs.102 Lakh. per annum or Rs.8.50 Lakh per month or more during the Financial Year 2017-18, are annexed hereto and forms part of this report.
28. INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
29. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees.
Chatha, Smt. Tejinder Kaur and one Executive Director Shri Dheeraj Garg. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.
The Board had accepted all recommendation of the Audit Committee.
15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to provisions of Section 177 (9) of the Companies Act, 2013, the Company has established a âVigil Mechanismâ incorporating Whistle Blower policy in terms of Regulation 22 of SEBI (LODR) Regulations, 2015 for employees and directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on âVigil Mechanism and Whistle Blowerâ may b e a c ce s s e d o n th e C o m p a n yâ s w e b s i t e a t http//www.indianacrylics.com There are no cases reported during the year.
16. NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensation payable to the whole-time directors including Managing Director and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. The âNomination & Remuneration Policyâ may be accessed on the Companyâs website at http//www.indianacrylics.com
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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 armâs length basis, 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. A statement, in summary form, of transactions with related parties in ordinary course of business and armâs length basis is periodically placed before the audit committee for review.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.
Disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the financial statements of the Company, enclosed with this report.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Boardâs report.
20. BUSINESS RISK MANAGEMENT
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Committee constituted by the Board comprises of Shri R K Garg, Shri Dheeraj Garg and Shri Surinder Kansal as members. The Committee has formulated the Risk Management Policy which was subsequently approved by the Board of Directors. The Risk Management Policy may be accessed on the website of the Company at http://www.indianacrylics.com
21. AUDITORS:
a. Statutory Auditors:
As per the Provisions of Section 139 of Companies Act, 2013, Financial Year to which this financial statements relate and the date of this report.
4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.
5. No change in nature of Business of the Company.
6. No unclaimed Dividend is required to be transferred to Investor Education and Protection fund.
7. The Company has Complied with all Applicable Secretarial Standards
33. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers and Investors for their continued and valuable co-operation and support to the Company.
Your Directors express their deep appreciation for the devoted and sincere efforts put in by the employees at all levels of operations in the Company during the year. The Company feels confident of continued cooperation and efforts from them in future also.
30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2017-18, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of 31st March, 2018.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The optimal utilization of energy remained a major focus area and a number of steps were taken in this direction. The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached hereto and forms part of this report.
32. GENERAL DISCLOSURE
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights to dividend, voting or otherwise.
2. Details relating to deposits covered under Chapter V of the Act.
3. No material changes and commitments affecting the financial position of the Company occurred between the end of the
On Behalf of the Board of Directors
Place: Chandigarh (ALOK GOYAL) (R.K. GARG)
Dated: 30th May, 2018 Executive Director Managing Director
DIN :08049515 DIN :00034827
Mar 31, 2016
DIRECTORSâ REPORT
To The Members,
The Directors of your Company have pleasure in presenting the 29th Annual Report of the Company together with Audited Accounts for the financial year ending 31â March, 2016.
1. FINANCIAL HIGHLIGHTS
(Rs.. in lacs)
PARTICULARS |
2015-16 |
2014-15 |
Domestic Sales (Net of Excise) |
32026 |
34093 |
Export Sales |
21993 |
20569 |
Total Sales |
54019 |
54662 |
Other operating Income |
395 |
455 |
Total Income |
54414 |
55117 |
Profit before interest & depreciation |
4837 |
679 |
Interest & other financial charges |
1759 |
1587 |
Profit/ (Loss) before depreciation |
3078 |
(908) |
Depreciation |
1015 |
847 |
Net Profit/(Loss) prior to Tax & Extra Ordinary Items |
2063 |
(1755) |
Prior period adjustment |
- |
- |
Extra Ordinary Item |
(1) |
257 |
Net Profit/ (Loss) available |
2062 |
(1498) |
Production & Sales Review:
The Company has achieved production of 39216 MT and sale of 38064 MT Acrylic Fibre during the year under review as against 31136 MT and 29838 MT respectively during the previous year. The Sale and other incomes during the year were Rs.54449 lacs as against Rs.55117 Lacs.
Profitability:
The Company earned profit before depreciation, interest and tax of Rs.4837 lacs as against Rs.679 lacs in the previous year. After providing for depreciation of ''1015.25 lacs (Previous Year Rs.847.54 lacs), interest of ''1759.18 lacs (Previous Year Rs.1587.35), the net profit from operations worked out to Rs.2061.53 lacs as compared to net loss of Rs.1498.21 lacs in the previous year.
2. DIVIDEND
As Company does not have any distributable profits computed under provisions of Companies Act, 2013, no dividend is being recommended.
3. RESERVES
There is no change in Capital Reserves, Securities Premium Reserves and General Reserves during the year, which stands at Rs.1764.44 lac, Rs.39.23 lacs and Rs.80.00 lac respectively.
4. RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry of Science & Technology, Govt. of India. During the year, the Company has focused on new varieties on dyed yarns. This will help in growth of sales in the current year. The Company is also working for energy conservation and reduction in the fuel cost with the help of in-house R&D.
5. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
Vision & core areas of CSR:
Your Company is committed to and is fully aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act, 2013.
Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprises of Shri Rajinder Kumar Garg, as its Chairman, Shri Dheeraj Garg and Shri A S Chatha as members. This Committee has framed the CSR Policy for the company which is approved by the Board and may be accessed on the website of the Company at http:/www.indianacrylics.com Since the Company does not have net profits in accordance with Section 198 of the Companies Act, 2013, the Company is not required to undertake any activity under cSr Rules.
However, your Company has voluntarily spent a sum of Rs.15.01 lacs in the year under consideration (Previous year Rs.11.18 lacs) on CSR activities.
6. CORPORATE GOVERNANCE
Your Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholdersâ value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholdersâ as well as customersâ needs. The Company already has an Audit Committee, a Stakeholder Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report. A certificate from the Statutory Auditors of the Company regarding compliance of governance norms stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed to the Corporate Governance report as Annexure-6
7. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the Act, in Form MGT-9, forms part of the Boardâs report as Annexure-4.
8. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:
a. in the preparation of the annual accounts for the year ending 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis; and
e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. DIRECTORS
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting, following changes have taken place in the Board of Directors:
PSIDC nominated Mrs Indu Malhotra, its Managing Director, as a Director of the Company, in place of Shri S R Ladhar effective from 27/05/2016.
Your Directors place on record appreciation of the valuable guidance rendered by Shri S R Ladhar during his association with the Company.
As per the provisions of Companies Act, 2013, Shri S K Singla, (DIN-00051799) Director, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.
Familiarization programmes for Board Members:
The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. During the year under review Company''s Plant visit was organized for the Independent Directors to help them to understand business operations & working of the Company. The business strategies, performance, global developments, legal & other updates, compliance reports and other relevant information/reports etc are being periodically provided to the Board of Directors.
B) Declaration by an Independent Director(s) and reappointment, if any
A declaration by Independent Directors stating that he/ they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Regulation 4 (f) (ii) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
10.NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 Board Meetings were held, one each on 30th May 2015, 20th July 2015, 13th November 2015 and 12th February 2016.
11.POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATON AND OTHER DETAILS
The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors'' Report.
12. AUDIT COMMITTEE
The Audit & Compliance Committee comprises of three non-executive Directors viz. Rear Admiral M. M. Chopra, AVSM (Retd.), Prof.(Dr.) B B Tandon, Smt. Tejinder Kaur and one Executive Director Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.
The Board had accepted all recommendation of the Audit Committee.
13.DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
Pursuant to provisions of Section 177 (9) of the Companies Act, 2013, the Company has established a âVigil Mechanismâ incorporating Whistle Blower policy in terms of Regulation 22 of SEBI (LODR) Regulations, 2015 for employees and directors of the Company, for expressing the genuine concerns of unethical behaviour, frauds or violation of the codes of conduct by way of direct access to the Chairman/Chairman of the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on âVigil Mechanism and Whistle Blowerâ may be accessed on the Company''s website at http//www.indianacrylics.com There are no cases reported during the year.
14. NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensation payable to the whole-time directors including Managing Director and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general.
15.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.
16.PARTICU LARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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 armâs length basis, 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. A statement, in summary form, of transactions with related parties in ordinary course of business and armâs length basis is periodically placed before the audit committee for review and recommendation to the board for their approval.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company. Disclosures as required under accounting standards (AS-18) have been made in the financial statements of the Company, enclosed with this report.
17.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Boards Report as Annexure 5
18. BUSINESS RISK MANAGEMENT
The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management Committee constituted by the Board comprises of Shri R K Garg, Shri Dheeraj Garg and Shri Surinder Kansal as members. The Committee has formulated the Risk Management Policy which was subsequently approved by the Board of Directors. The Risk Management Policy may be accessed on the website of the Company at http://www.indianacrylics.com
19. AUDITORS:
a. Statutory Auditors:
M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017 (subject to ratification of their appointment at every AGM). Pursuant to provisions of Section 139(1) of the Companies Act, 2013, the matter of appointment of M/s S.C. Dewan & Co., Chartered Accountants, as a Statutory Auditors, is placed for ratification by the members.
The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.
b. Secretarial Auditor:
M/s S.K. Sikka & Associates, practicing Company Secretaries, Chandigarh, was appointed as Secretarial Auditor & his report in Form No. MR 3 under Section 204 of the Companies Act for the Financial Year 2015-16 is attached as & forms part of this Report as Annexure-2.
c. Cost Auditor:
As per provisions of Section 148 of the Companies Act, 2013 the Board of Directors of your Company has recommended M/s Aggarwal Vimal & Associates, Cost Auditor, to be re-appointed as a Cost Auditor for the Financial Year 2016-17, subject to ratification of his appointment and remuneration by the Shareholders in the forthcoming Annual General Meeting.
d. Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act, 2013, the Company has appointed Mr. Manoj Kumar (ICWA), to conduct internal audit of the functions and activities of the Company and maintain internal control systems of the Company.
20. AUDITORS'' REPORT
The Statutory and Secretarial Auditorsâ Reports are self explanatory and require no comments
21. LISTING OF SHARES
Equity shares of the Company are listed on BSE Limited and Listing fee has already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations, 2015.
22. DEMATERIALISATION
Effective from 25th September 2000, the equity shares of your Company are being compulsorily traded in dematerialized form. As on 31st March 2016, a total of 1255 lacs equity shares, representing 92.77% of equity share capital, have been dematerialized and 29096 shareholders are holding shares in dematerialized form.
23. INSURANCE
All the assets of the Company have been adequately insured.
24. PARTICULARS OF EMPLOYEES
Relations with the employees continued to be peaceful and harmonious during the period under review.
25. PERSONNEL & RELATED DISCLOSURES:
Your Company continues to lay emphasis on continued qualitative growth of its human resources by providing a congenial and conducive work environment in consonance with its belief that the real strength of its organization lies in its employees.
The particulars required under Section 197 read with Rule 5 (1), 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including statement of employees receiving salary of ''60.00 lac per annum or ''5.00 lac per month or more during the Financial Year 2015-16, are annexed hereto and forms part of this report as Annexure-3.
26. INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under review.
27. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees
28. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2015-16, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as of 31st March, 2016.
29.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The optimal utilization of energy remained a major focus area and a number of steps were taken in this direction. The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached hereto and forms part of this report as Annexure-1.
30. GENERAL DISCLOSURE:
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details of subsidiary or joint venture company.
2. Issue of equity shares with differential rights to dividend, voting or otherwise.
3. Details relating to deposits covered under Chapter V of the Act.
4. No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of this report.
5. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.
6. No change in nature of Business of the Company.
7. No unclaimed Dividend is required to be transferred to Investor Education and Protection fund.
31. ACKNOWLEDGEMENT
Your Directors are pleased to place on record their sincere gratitude to the Government Authorities, Financial Institutions & Bankers and Investors for their continued and valuable co-operation and support to the Company. Your Directors express their deep appreciation for the devoted and sincere efforts put in by the members of the team at all levels of operations in the Company during the year. The Company feels confident of continued cooperation and efforts from them in future also.
On Behalf of the Board of Directors
Place: Chandigarh H. K. SINGHAL R. K. GARG
Dated: 27th May, 2016 FINANCE MANAGING
DIRECTOR DIRECTOR
DIN-00044328 DIN-00034827
Mar 31, 2015
Dear Members,
The Directors of your Company have pleasure in presenting the 28th
Annual Report of the Company together with Audited Accounts for the
financial year ending 31st March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
PARTICULARS 2014-15 2013-14
Domestic Sales (Net of Excise) 34093 44094
Export Sales 20569 18639
Total Sales 54662 62733
Other operating Income 455 380
Total Income 55117 63113
Profit before i nterest & 679 4515
depreciation
Interest & other financial charges 1587 2387
Profit/ (Loss) before depreciation (908) 2128
Depreciation 847 975
Net Profit/(Loss) prior to Tax (1755) 1153
& Extra Ordinary Items
Prior period adjustment - (21)
Extra Ordinary Item 257 -
Net Profit/ (Loss) available (1498) 1132
forappropriation
The Company has achieved production of 31136 MT and sale of 29838 MT
Acrylic Fibre during the year under review as against 36121 MT and
36076 MT respectively during the previous year. The Sale and other
incomes during the year were Rs. 55117 lacs as against Rs. 63113 Lacs.
Acrylic Fibre demand was variable, while export demand remained strong,
the domestic demand suffered due to substantial increase in dumping of
Acrylic Fibre.
Due to decline in overall sales, Gross profit before interest,
depreciation and tax (GPBIDT) during the current year is also lower.
The GPBIDT for the year under review is Rs. 679 Lacs as against Rs.
4515 Lacs during the previous year. The expenditure on interest and
financial charges, are lower at Rs.1587 Lacs as compared to Rs. 2387
Lacs in previous year. After providing for depreciation, the Company
suffered a loss of Rs.1755 Lacs. After Accounting for an exceptional
income of Rs. 257 Lacs mainly on account of claim awarded to the
Company for the land acquired by the government for national highway,
the Company incurred a net loss during the year of '.1498 Lacs compared
to net profit of '. 1132 Lacs during the previous year.
RESERVES
During the year, Company has exited from CDR system. In order to settle
the recompense amount paid to the banks, Company has written back a sum
of Rs.406.75 lac from Capital Reserves leaving a balance of '.1764.44
lacs. There is no change in Securities Premium Reserves and General
Reserves during the year, which stand at '.39.23 lac and '.80.00 lac
respectively.
RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry
of Science & Technology, Govt. of India.
During the year, the Company has been able to add some more new
products such as dyed yarns. This will help in growth of sales in the
current year. The Company is also working for energy conservation and
reduction in the fuel cost with the help of in-house R&D.
During the year under review, we have successfully upgraded our one
boiler and work on upgrading another boiler is under process to save
fuel cost.
The Company had started work on installation of 9500 worsted spindles
for spinning of acrylic yarn at an estimated cost of '.35.40 crore
during the year 2013-14. Out of this, work on 6600 Spindles has since
been completed and production started during the year (2014-15). Work
on remaining spindles is going on and will be completed in 2015-16.
FUTURE OUTLOOK
Significant new capacities of Acrylonitrile (main raw material)
manufacturing have started commercial production in the Asian Region
(China) during the year 2014-15, thereby balancing its availability. On
the other hand some capacities of Acrylic fibre have been closed
permanently in the Middle East (Egypt) recently. With dollar
appreciating and this Acrylic Fibre Capacity closure in Egypt recently,
our export to Middle East markets will gain advantage. The shifting of
Acrylonitrile manufacturing from USA/European Union region to Asia will
be continuing during this year (2015-16) also. These changes will be
good for steady growth of Acrylic fibre Industry in this area.
Forum of Acrylic Fibre has taken up the issue of continuation of anti
dumping duty with the Government on certain countries which are doing
large scale dumping of fibre in Indian market and thus causing severe
injury to the domestic industry. This is under consideration of the
Govt. Authorities and shall help in saving domestic Industry from the
adverse impact of dumping Softening of the commodity prices, alongwith
above changes in the Industry structure will be good for improving the
margins in Acrylic Fibre business.
FINANCIAL STATUS
There is no change in the issued and subscribed capital of '.13532.21
lacs. There are no equity shares with differential rights or sweat
equity or ESOP or scheme of purchase of Company shares by employees or
their trustrees.
DIVIDEND
As Company does not have any distributable profits computed under
provisions of Companies Act, 2013, no dividend is being recommended.
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year under
review.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no significant and material changes occurred subsequent to
the close of the financial year to which the Financial Statements
relate and upto the date of this report that would impact the going
concern status of the Company and its future operations.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
During the year, your Directors have constituted a Corporate Social
Responsibility and Governance Committee (CSR&G Committee) comprising
Sh. R.K Garg as its Chairman Shri Dheeraj Garg and Shri A. S Chatha as
other members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken within the framework of the CSR Policy and recommending the
amount to be spent on CSR activities.
Since the Company does not have net profits in the financial year in
accordance with Section 197/ 198 of the Companies Act, 2013, the
Company is not required to undertake any activity under CSR Rules.
However, the Company has been voluntarily undertaking CSR activities
such as for maintenance of district level library, maintenance of
public parks at Distt. Headquarter, running a community kitchen for
poor peoples and other social activities. Expenditure incurred on
these during the year is '.11.18 lacs.
SUBSIDIARY COMPANY
There is no subsidiary Company reportable under Section 129(3) of the
Companies Act, 2013.
CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS
The Company is continuously taking steps to attain higher levels of
transparency, accountability and equity in order to enhance customer
satisfaction and stakeholders' value. The Company not only complies
with the regulatory requirements but is also responsive to the
stakeholders' as well as customers' needs. The Company already has an
Audit Committee, a Stakeholder Relationship Committee and Nomination
and Remuneration Committee duly constituted by the Board to look after
various activities. The Corporate Governance practices followed by the
Company are enclosed as Annexure to this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return as provided under Section 92(3) of the
Act, in Form MGT-9, which forms part of the Board's report (Annexure-5)
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors
confirm that :
a. in the preparation of the annual accounts for the year ending 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern
basis; and
e. the Directors had laid down internal financial control to be
followed by the Company and that such internal financial controls were
adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The internal control systems and processes of the Company cover
operational efficiency, accuracy and promptness in financial reporting,
compliance with laws and regulations and development of mature,
disciplined and effective processes. The processes are also designed to
meet the goals of cost, schedule, functionality and quality, thus
resulting in higher levels of customer satisfaction.
DIRECTORS
A) Changes in Directors and Key Managerial Personnel
Since the last Annual General Meeting, following changes have taken
place in the Board of Directors:
PSIDC nominated Shri Yogesh Kumar Goel, its Managing Director, as a
Director and Chairman of the Company, in place of Shri Vikas Pratap
effective from 05/06/2014 PNB nominated Shri Satish Kumar Dua, DGM and
Circle Head of the Bank, as a Director in place of Shri Ashok Kumar
Gupta effective from 14/08/2014.
Smt. Tejinder Kaur, IAS has been appointed as an Independent Director
on the Board effective from 30/03/2015.
PSIDC, later, withdrew the nomination of Shri Yogesh Kumar Goel, as a
Director and Chairman of the Company effective from 28/05/2015.
PSIDC nominated Shri S K Singla, its Deputy General Manager, as a
Director of the Company, in place of Shri A K Mahajan effective from
28/05/2015
Your Directors place on record appreciation of the valuable guidance
rendered by Shri Vikas Pratap, Shri Yogesh Kumar Goel, Shri A K Mahajan
and Shri Ashok Kumar Gupta during their association with the Company.
Pursuant to the provisions of Section 149 of the Act, Shri M M Chopra,
Shri B B Tandon and Shri A S Chatha were appointed as independent
directors at the annual general meeting of the Company held on 29th
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 there has been no change in
the circumstance which could affect their status as Independent Director
during the year.
As per the provisions of Companies Act, 2013, Shri Satish Kumar Dua,
Director, retire by rotation at the forthcoming Annual General Meeting
and being eligible offers himself for re-appointment.
B ) Dec la ration by an Independent Director(s) and re- appointment.
if any
A declaration by Independent Directors stating that he/ they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 has been taken at the time of their
appointment.
C) Formal Annual Evaluation of Board
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as composition of committees, effectiveness of committee meetings,
etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issue to be
discussed, meaningful and constructive contribution and inputs in
meetings etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors, The same was
discussed in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 Board Meetings were held, one each on
30th May 2014, 14th August 2014, 13th November 2014 and 14th February
2015.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATON AND OTHER DETAILS
The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the Directors'
Report.
AUDIT COMMITTEE
The Audit & Compliance Committee comprises of two non- executive
Directors viz. Rear Admiral M. M. Chopra, AVSM (Retd.), Prof.(Dr.) B B
Tandon and one Executive Director Shri H K Singhal. During the year,
the committee held four meetings. Other details of the Audit Committee
are included in the Corporate Governance Report which forms part of
this report.
The Board had accepted all recommendation of the Audit Committee.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR
DIRECTORS
AND EMPLOYEES
The Company has formulated and published a Whistle Blower Policy to
provide vigil mechanism for employees including Directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreement.
There are no cases reported during the year.
NOMINATION AND REMUNERATION COMMITTEE
The committee has been constituted to review and recommend compensation
payable to the whole-time directors including Managing Director and
senior management of the Company. The committee reviews the overall
compensation structure and policies of the Company with a view to
attract, retain and motivate employees, reviewing compensation levels of
the Company vis-a-vis other Companies and industry in general.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
There were no Loans/ Guarantee given or Investments made by the Company
during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub- section (1) of section
188 of the Companies Act, 2013 pursuant to section 134(3)(h) of the Act
read with rule 8(2) of the Companies (Accounts) rules 2014, including
certain arms length transactions under third proviso thereto have been
disclosed in the financial statements and are enclosed in Form No.
AOC-2 and the same forms part of this report. (Annexure-2)
RISK MANAGEMENT POLICY
The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the Risk Management plan for the Company.
The impact of various risks on the Company, and the steps taken to
mitigate the same has been discussed in the Report on Management
Discussion & Analysis annexed with this report. (Annexure 6) AUDITORS
As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C.
Dewan & Co., Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold office till the conclusion of Annual
General Meeting to be held in the calendar year 2017(subject to
ratification of their appointment at every AGM). The Company has
received a certificate from them pursuant to Companies (Audit &
Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act,
2013, confirming their eligibility for reappointment, and that they
were not disqualified for reappointment.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The Auditors' Report and Secretarial Auditors' Report do not contain
any qualifications, reservations or adverse remarks. Report of
Secretarial Auditor is attached as an annexure which forms part of this
report. (Annexure-3)
LISTING OF SHARES
Equity shares of the Company are listed on Mumbai and Calcutta Stock
Exchanges. Listing fee to the BSE has already been paid in pursuance to
clause 38 of the listing agreement. The Company has since filed an
application for delisting of its shares from Calcutta Stock Exchange.
However, the shares will continue to be traded on Mumbai Stock
Exchange.
DEMATERIALISATION
Effective from 25th September 2000, the equity shares of your Company
are being compulsorily traded in dematerialized form. As on 31st March
2015, a total of 1253 lacs equity shares, representing 92.72% of equity
share capital have been dematerialized and 28688 shareholders are
holding shares in dematerialized form.
INSURANCE
All the assets of the Company have been adequately insured.
PARTICULARS OF EMPLOYEES
Relations with the employees during the period under review continued
to be peaceful and harmonious.
MANAGERIAL REMUNERATION
The information required under Section 197 of the Act read with rule 5
of the Companies (Appointment and remuneration of managerial personnel)
rules 2014 is enclosed with this report (Annexure-4)
The Board expresses deep appreciation of all sections of employees for
their support and for making efforts to increase efficiency and growth
of the Company.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under
review.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Our Company has complied with all the applicable health & Safety
standards, environment laws and labour laws and has been taking all
necessary measures to protect the environment and provide workers a
safe work environment. Our Company is committed for continual
improvement in Health & Safety as well as Environmental performance by
involving all the employees to provide a Safety & healthy work
environment to all its employees.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for
sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder.
During the financial year 2014-15, the Company has not received any
complaint on sexual harassment and hence no complaints remain pending
as of 31st March, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS ANDOUTGO
A report under the provisions of Section 134(3)(m) of the Companies
Act, 2013 with regard to Conservation of Energy and Technology
Absorption is attached separately (Annexure-1)
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance, co-operation
and support received by the Company from the Govt. of Punjab, PSIDc,
Financial Institutions, Banks, other Statutory/ Govt. Bodies, Customers
and Shareholders of the Company.
On Behalf of the Board of Directors
H. K. SINGHAL R .K. GARG
Chandigarh FINANCE MANAGING
30.05.2015 DIRECTOR DIRECTOR
Mar 31, 2014
Dear Members,
The Directors of your Company have pleasure in presenting the 27th
Annual Report of the Company together with Audited Accounts for the
financial year ending 31st March, 2014.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
PARTICULARS 2013-14 2012-13
Domestic Sales (Net of Excise) 44094 33161
Export Sales 18639 5593
Total Sales 62733 38754
Other Income 380 518
Total Income 63113 39271
Gross Profit before interest 4515 2170
& depreciation
Interest & other financial 2387 1903
charges
Profit before depreciation 2128 267
Depreciation 975 648
Net Profit/(Loss) prior to Tax 1153 ( 381)
& Extra Ordinary Items
Prior period adjustment (21) (17)
Extra Ordinary Item - 815
Net Profit available for 1132 417
appropriation
The operations of the Company have improved substantially during the
year. Main highlights are:-
Production and Sales increased from 20683 MT & 21885 MT to 36,121 MT &
36,076 MT respectively (increase by 75% & 65%)
Overall Sales Turnover increased from Rs. 38754 Lacs to Rs. 62733 Lacs,
(increase by 62%)
Exports have increased from Rs. 5593 Lacs to Rs. 18639 Lacs, (increase
by 233%)
Profit before depreciation and financial charges/ interest increased
from Rs. 2170 Lacs to Rs. 4515 Lacs (by 108%)
RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the ministry
of Science & Technology, Govt. of India.
During the year Company has been able to add more varieties in its
product list to satisfy product needs of new markets and also for
existing customers. The Company is also working for energy conservation
and reduction of the fuel cost with the help of in-house R & D.
The Company is also installing 10000 worsted spindles for spinning of
acrylic yarn at an estimated cost of Rs. 35 crore to meet with the
specific requirements of some customers. Requisite infrastructure for
the project, including captive power is already available resulting
into economies in capital as well production costs.
FUTURE OUTLOOK
With addition of new capacities in Acrylonitrile Industry, prices of
Acrylonitrile have remained soft during the year. Because of this,
recently a large producer of Acrylonitrile has announced cut back of
capacities. Such instances are likely to limit availability of
Acrylonitrile in the spot market and may push prices a little. However,
overall supply condition looks easy.
The shifting of Acrylonitrile manufacturing from USA/European Union
region to Asia will be continuing during next two-three years. These
changes will be good for steady growth of Acrylic fibre Industry in
this region.
Softening of The commodity prices, alongwith above changes in the
Industry structure will be good for improving the margins in Acrylic
Fibre business.
FINANCIAL STATUS
There is no change in the issued and subscribed capital of Rs. 13532.21
lacs.
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year under
review.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
During the year, your Directors have constituted the Corporate Social
Responsibility and Governance Committee (CSR&G Committee) comprising
Shri Dheeraj Garg as its Chairman, Shri H. K. Singhal and Shri A S
Chatha as other members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
SUBSIDARY COMPANY
M/s Indlon Chemicals Ltd. (Indlon) had approached the Company in April,
2013, to stop managing its affairs and withdraw the nomination of
Directors. Indlon had since been managing its affairs independently
without any control from our Company, thereby ceasing the Parent
Subsidiary relationship between Indian Acrylics Limited and Indlon
Chemicals Limited w.e.f. 01.04.2013.
Hence, the Company ceased to be subsidiary Company under Section 212 of
the Companies Act, 1956.
CORPORATE GOVERNANCE REPORT
The Company is continuously taking steps to attain higher levels of
transparency, accountability and equity in order to enhance customer
satisfaction and stakeholders'' value. The Company not only complies
with the regulatory requirements but is also responsive to the
stakeholders'' as well as customers'' needs. The Company already has an
Audit Committee, a Shareholders'' Grievances Committee and a
Remuneration Committee duly constituted by the Board to look after
various activities. The Corporate Governance practices followed by the
Company are enclosed as Annexure to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
i) The Directors confirm that, in preparation of the Balance Sheet and
the Profit and Loss Account of the Company, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
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 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) The annual accounts have been prepared on a going concern basis.
INTERNAL CONTROL SYSTEMS
Your Company''s internal control systems comprise of management
reporting system as well as inspection of the operations of the Company
by Internal Audit checks carried out internally as well as through
outside agencies.
DIRECTORS
Since the last Annual General Meeting, following change have taken
place in the Board of Directors:
PNB has nominated, Shri Ashok Kumar Gupta, DGM, Circle Head as a
Director in place of Shri Rajeshwar K Goyal effective from 14/02/2014.
Your Directors place on record their appreciation of the valuable
guidance rendered by Shri Rajeshwar K Goyal during his association with
the Company.
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Shri M M
Chopra, Shri B B Tandon and Shri A S Chatha as Independent Directors of
the Company.
As per Section 149(4) of the Companies Act, 2013 (Act), which came into
effect from April 1, 2014, every listed public Company is required to
have at least one third of the total number of Directors as Independent
Directors. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office for a term of five years at the forthcoming Annual General
Meeting (AGM) of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
As per the provisions of new Companies Act, 2013, Shri Ajay Kumar
Mahajan, Director, retire by rotation at the forthcoming Annual General
Meeting and being eligible offer himself for re-appointment.
AUDITORS
M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the
ensuing Annual General Meeting. The Auditors retire at the ensuing
Annual General Meeting and, being eligible, have offered themselves for
re-appointment. They have confirmed their eligibility and willingness
to accept office if re-appointed. The company has received a
certificate from them pursuant to Companies (Audit & Auditors) Rules
2014 read with Section 139 & 141 of the Companies Act, 2013, confirming
their eligibility for reappointment, and that they are not disqualified
for re- appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
COST AUDITORS
Pursuant to the Circular dated 24th January, 2012, of the "Ministry of
Corporate Affairs (MCA), and based on the recommendation of the Audit
Committee the Board of Directors of your Company have appointed
"Aggarwal Vimal & Associates", Cost Accountants (Firm Registration No.
000350), as the Cost Auditor of the Company for the audit of cost
accounting records maintained by the Company for the financial year
2013- 14. The appointment has been approved by the Central Government.
The Report of the Cost Auditors for the Financial Year 2013-14 is under
finalization and will be filed with the MCA within the prescribed time
if applicable.
Further based on the Audit Committee recommendation, the Board of
Directors at its meeting held on 30.05.2014 have approved the re-
appointment of "Aggarwal Vimal & Associates", as the Cost Auditor of
the Company for the financial year 2014- 15. The appointment is subject
to approval of the Central Government.
LISTING OF SHARES
Equity shares of the Company are listed on Mumbai and Calcutta Stock
Exchanges. Listing fee to the BSE has already been paid in pursuance to
clause 38 of the Listing Agreement. The Company has since filed an
application for delisting of its shares from Calcutta Stock Exchange.
However, the shares will continue to be traded on Mumbai Stock
Exchange.
DEMATERIALISATION
Effective 25th September 2000, the equity shares of your Company are
being compulsorily traded in dematerialized form. As on 31st March
2014, a total of 1254 lacs equity shares, representing 92.64% of equity
share capital have been dematerialized and about 29615 shareholders are
holding shares in dematerialized form.
INSURANCE
All the assets of the Company have been adequately insured.
PERSONNEL
The statement of employees, as required under Section 217(2A) of the
Companies Act, 1956 is not applicable as there was no employee who was
drawing a salary of Rs. 60,00,000/- and above per annum if employed for
full year, or a salary of Rs. 5,00,000/- and above per month if
employed for a part of the year.
The Board expresses deep appreciation of all sections of employees for
their support and for making efforts to increase efficiency and growth.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under
review.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance, co-operation
and support received by the Company from the Govt. of Punjab, PSIDC,
Financial Institutions, Banks, other Statutory/ Govt. Bodies, Customers
and Shareholders of the Company.
A statement giving details of conservation of energy/ technology
absorption and foreign exchange earnings and outgo in terms of the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, forms part of this report and is annexed
herewith.
On Behalf of the Board of Directors
Chandigarh H. K. SINGHAL R .K. GARG
30.05.2014 FINANCE DIRECTOR MANAGING DIRECTOR
Mar 31, 2013
To The Members,
The Directors of your Company have pleasure in presenting the 26th
Annual Report of the Company together with Audited Accounts for the
financial year ending 31st March, 2013.
FINANCIAL HIGHLIGHTS
(Rs.in lacs)
PARTICULARS 2012-13 2011-12
Domestic Sales (Net of Excise) 33161 32671
Export Sales 5593 17402
Total Sales 38754 50073
Other Income 518 537
Total Income 39271 50610
Gross Profit before 2170 1460
interest & depreciation
Interest & other financial charges 1903 1253
Profit before depreciation 267 207
Depreciation 648 976
Net Profit/(Loss) prior to Tax & (381) (769)
Extra Ordinary Items
Prior period adjustment (17) 15
Extra Ordinary Item 815 786
Net Profit available for 417 32
appropriation
The Company has recorded production of 20683 MT and sale of 21885 MT
during the year under review as against 27912 MT and 29727 MT
respectively during the previous year. The Sale and other incomes
during the year were Rs.. 38754 lacs as against Rs.. 50073 lacs due to
decrease in export sales. Export demand for Acrylic Fibre was sluggish
due to economic slowdown in major economies.
Despite decrease in overall sales, Gross profit before interest,
depreciation interest and tax (GPBIDT) during the current year is
higher. The GPBIDT for the year under review is Rs.. 2170 Lacs as against
Rs..1460 Lacs during the previous year. The expenditure on interest and
financial charges, however, are higher at Rs.. 1903 Lacs as compared to
Rs..1253 Lacs due to higher interest rates and increase in forex premiums
due to more volatility in currency. After providing for depreciation,
the
Company suffered a loss of Rs.. 381 Lacs. However, due to an exceptional
income of Rs.. 814 Lacs owing to favourable decision on Company''s claim
in the court in a long pending arbitration matter with the
equipment/technology supplier, the Company earned a net profit during
the year of Rs.. 417 Lacs compared to that of Rs.. 32 Lacs during the
previous year.
RESEARCH AND DEVELOPMENT
The Company has an In-House R & D centre registered with the Ministry
of Science & Technology, Govt. of India. The registration of the R & D
Centre was renewed with the Ministry during the year 2011-12 with a
validity upto 31.03.2014.
During the current year, the Company has been able to make significant
improvements in its new product varieties and overall productivity and
has achieved reduction in waste. R & D Centre introduced new products
like soft feel Tow for better running in subsequent processes and for
better yarn feel, Super soft feel fiber (IA-86) for the substitute of
imported soft feel fiber and Bright Acrylic fiber Type IA15 in the
staple cut length form. Research & Development work to introduce new
value added products are under way. Some of these products are likely
to be commercially launched in the current financial year. R & D Center
is focusing on reverse engineering of end products like fabrics and
yarns available in international and domestic markets to develop value
added Acrylic Fibre to be produced in future.
Work is also in progress to launch new product varieties in dyed fiber
and standardizing the dyed fiber properties for new varieties.
The Company has also been able to work on series of energy conservation
measures such as replacement and installation of energy efficient pumps
in water treatment plant in Utility section. Company is also in the
process of converting boilers to multi fuel boilers. For improving
environmental conditions the Company had installed Acoustic chamber in
DG house and is in the process of installing STP plant. Efforts are
also on to develop end use of Rice Husk ash which is a waste product
while producing steam and power.
FUTURE OUTLOOK
Significant new capacities of Acrylonitrile (main ramaterial)
manufacturing have started commercial production in the Asian Region
during the year 2012-13. On the other hand some more capacities of
Acrylic fibre have been closed permanently in the European Union
recently. Thus our export to Middle East markets is likely to become
more viable.
The shifting of Acrylonitrile manufacturing from USA/European Union
region to Asia will be continuing during next two-three years. These
changes will be good for steady growth of Acrylic fibre Industry in
this area.
Softening of the commodity prices, alongwith above changes in the
Industry structure will be good for improving the margins in Acrylic
Fibre business.
FINANCIAL STATUS
There is no change in the issued and subscribed capital of Rs.. 13532.21
lacs.
FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year under
review.
CORPORATE GOVERNANCE REPORT
The Company is continuously taking steps to attain higher levels of
transparency, accountability and equity in order to enhance customer
satisfaction and stakeholders'' value. The Company not only complies
with the regulatory requirements but is also responsive to the
stakeholders'' as well as customers'' needs. The Company already has an
Audit Committee, a Shareholders'' Grievances Committee and a
Remuneration Committee duly constituted by the Board to look after
various activities. The Corporate Governance practices followed by the
Company are enclosed as Annexure to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
i) The Directors confirm that, in preparation of the Balance Sheet and
the Profit and Loss Account of the Company, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
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 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.
vi) The annual accounts have been prepared on a going concern basis.
INTERNAL CONTROL SYSTEMS
Your Company''s internal control systems comprise of management
reporting system as well as inspection of the operations of the Company
by Internal Audit checks carried out internally as well as through
outside agencies.
DIRECTORS
Since the last Annual General Meeting, following change has been taken
place in the Board of Directors:
PNB has nominated Shri Rajeshwar K Goyal, DGM, Circle Head as a
Director in place of Mrs Kalpana Gupta effective from 29/05/2013.
Your Directors place on record appreciation of the valuable guidance
rendered by Mrs Kalpana Gupta during her association with the Company.
Prof.(Dr.) B.B. Tandon (Retd.) and Shri A K Mahajan, Directors, retire
by rotation and being eligible offer themselves for re-appointment.
AUDITORS
M/s S. C. Dewan & Co., Chartered Accountants, retire as Statutory
Auditors at the ensuing Annual General Meeting. The Directors recommend
their re-appointment, as Statutory Auditors, to hold the office as such
till the conclusion of next Annual General Meeting.
LISTING OF SHARES
Equity shares of the Company are listed on Mumbai and Calcutta Stock
Exchanges. Listing fee to the BSE has already been paid in pursuance to
clause 38 of the listing agreement. The Company has since filed an
application for delisting of its shares from Calcutta Stock
Exchange. However, the shares will continue to be traded on Mumbai
Stock Exchange.
DEMATERIALISATION
Effective 25th September 2000, the equity shares of your Company are
being compulsorily traded in dematerialized form. As on 31st March
2013, a total of 1253 lacs equity shares, representing 92.60% of equity
share capital have been dematerialized and about 30385 shareholders are
holding shares in dematerialized form.
INSURANCE
All the assets of the Company have been adequately insured.
PERSONNEL
The statement of employees, as required under Section 217 (2A) of the
companies Act, 1956 is not applicable as there was no employee who was
drawing a salary of Rs.. 60,00,000/- and above per annum if employed for
full year, or a salary of Rs..5,00,000/- and above per month if employed
for a part of the year.
The Board expresses deep appreciation of all sections of employees for
their support and for making efforts to increase efficiency and growth.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under
review.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance, co-operation
and support received by the Company from the Govt. of Punjab, PSIDC,
Financial Institutions, Banks, other Statutory/ Govt. Bodies, Customers
and Shareholders of the Company.
A statement giving details of conservation of energy/ technology
absorption and foreign exchange earnings and outgo in terms of the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, forms part of this report and is annexed
herewith.
On Behalf of the Board of Directors
Place : Chandigarh H. K. SINGHAL R. K. GARG
Dated : 29.05. 2013 DIRECTOR MANAGING DIRECTOR
Mar 31, 2012
The Directors of your Company have pleasure in presenting the 25th
Annual Report of the Company together with Audited Accounts for the
financial year ending 31st March, 2012.
FINANCIAL HIGHLIGHTS
(RS.in lacs)
Particulars 2011-12 2010-11
Domestic Sales (Net of Excise) 32671 30024
Export Sales 17402 10793
Total Sales 50073 40817
Other Income 537 534
Total Income 50610 41351
Gross Profit before 1460 5220
interest & depreciation
Interest & other financial 1253 1240
charges
Profit before depreciation 207 3980
Depreciation 976 4900
Net Profit/(Loss) (769) (920)
Provision for tax - 9
Prior period adjustment 15 1
Provision earlier made for (786) (963)
accumulated cenvat written back
Net Profit available for
appropriation 32 36
Production of Acrylic Fibre increased from 27014 MT during the previous
year to 27912 MT during the year under consideration. Sale of Acrylic
Fibre also increased from 24147 MT to 29727 Mt, posting a strong growth
of 23%. Company has also been able to increase the sale of traded goods
from 2681 MT to 3805 MT. Overall sales have increased from Rs. 408
Crore in previous year to Rs. 500 Crore during the current year.
However, while 2010-11 was a good year for Acrylic Fibre Industry, the
global turmoil caused by wide fluctuations in prices of textile
products has affected the entire Textile Industry chain during the
year. The prices of raw materials, fuel, energy and transportation cost
increased sharply squeezing the gross margins thereof.
Beside, the prices of ACN have been on a roller coster throughout the
year. Dumping of Fibre has also affected the local industry adversely.
Due to above, gross profit which was Rs. 5220 Lacs in the previous year
decreased to Rs.1460 Lacs during the current year.
The Company earned a Net profit of Rs. 207 Lacs before depreciation and
extra ordinary items. There is a write back of Rs. 786 Lacs on account
of excess interest provision reversed after settlement of dues of IDBI
under OTS, which is shown as extra ordinary items in the Profit & Loss
A/c. Net Profit after depreciation, extra ordinary items and tax has
been Rs. 32 Lacs as compared to Rs.36 Lacs during the previous year.
The Company received the following awards/ recognitions during the
year:
1. Certificate of Registration of Social Accountability System - SA
8000:2008 for Manufacture and supply of Acrylic Fiber.
2. "Export Award" by the Synthetic & Rayon Textile Export
Promotion Council (SRTEPC) for Highest Export Performance in Acrylic
Staple Fibre.
RESEARCH AND DEVELOPMENT The Company has an In-House R & D
Centre registered with the Ministry of Science & Technology, Govt. of
India. Its validity has been further renewed up to 31.03.2014.
Research and Development work to introduce new varieties of fibre is
continuously underway and some more new product varieties are likely to
start commercially during the year 2012-13.
Efforts are being made to increase the production of dyed tops and dyed
staple fibre which are value added products. Company has also
undertaken a project to increase the productivity of Tow to Tops
manufacturing and to reduce its overall energy cost. Your Directors
are confident to achieve further cost reduction and improve capacity
utilization to improve the performance.
FUTURE OUTLOOK
Global production of Acrylic Fibre has increased by 4% during this year
and same is estimated to grow by 1% or 2% in the next year also.
Your Company has been able to increase exports of fibre by 4287 MT
(57%) in the year under consideration. With the strong presence in
various export markets of Far East, Middle East countries and opening
up of market by Pakistan recently to Indian Exports, your Directors are
confident to increase its market share further.
Raw Material availability scenario is also improving with the start up
of new Acrylonitrile Capacities in Asian Region. Prices of
Acrylonitrile are expected to follow a stable trend in the medium term
with the crude oil prices stablising in the International market. This
will help in improving the domestic sale as well as margins in the
coming year.
Efforts are also being made further to cut the cost by using new
technologies available for conservation of power, process improvements
etc. and by increasing production of value added products. FINANCIAL
STATUS
The issued and subscribed capital of the company increased from
Rs.13132.21 lacs to Rs.13532.21 lacs during the year under review. The
Company has allotted additional 40,00,000 equity shares of Rs.10/- each
at par to IDBI Bank Ltd. during the year in terms of OTS scheme.
FIXED DEPOSITS
The company has not accepted any fixed deposits during the year under
review.
CORPORATE GOVERNANCE REPORT
The Company is continuously taking steps to attain higher levels of
transparency, accountability and equity in order to enhance customer
satisfaction and stakeholders' value. The Company not only complies
with the regulatory requirements but is also responsive to the
stakeholders' as well as customers' needs. The Company already has
an Audit Committee, a Shareholders' Grievances Committee and a
Remuneration Committee duly constituted by the Board to look after
various activities. The Corporate Governance practices followed by the
company are enclosed as Annexure to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
i) The Directors confirm that, in preparation of the Balance Sheet and
the Profit and Loss Account of the Company, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any.
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 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) The annual accounts have been prepared on a going concern basis.
INTERNAL CONTROL SYSTEMS
Your Company's internal control systems comprise of management
reporting system as well as inspection of the operations of the
Company by Internal Audit checks carried out internally as well as
through outside agencies.
DIRECTORS
Since the last Annual General Meeting, following change has been taken
place in the Board of Directors:
PSIDC has nominated Shri Samir Kumar as a Director and Chairman in
place of Mrs Kavita Singh effective from 08/11/2011.
Your Directors place on record appreciation of the valuable guidance
rendered by Mrs Kavita Singh during her association with the Company.
Rear Adml. M M Chopra and Shri A S Chatha, Directors, retire by
rotation and being eligible offer themselves for re-appointment.
AUDITORS
M/s S. C. Dewan & Co., Chartered Accountants, retire as Statutory
Auditors at the ensuing Annual General Meeting. The Directors recommend
their re-appointment, as Statutory Auditors, to hold the office as such
till the conclusion of next Annual General Meeting.
LISTING OF SHARES
Equity shares of the Company are listed on Mumbai and Calcutta Stock
Exchanges. Listing fee to the BSE has already been paid in pursuance to
clause 38 of the listing agreement. The Company has since filed an
application for delisting of its shares from Calcutta Stock Exchange.
However, the shares will continue to be traded on Mumbai Stock
Exchange.
DEMATERIALISATION
Effective 25th September 2000, the equity shares of your Company are
being compulsorily traded in dematerialized form. As on 31st March
2012, a total of 1253 lacs equity shares, representing 92.56% of equity
share capital have been dematerialized and about 31835 shareholders are
holding shares in dematerialized form.
INSURANCE
All the assets of the company have been adequately insured.
PERSONNEL
The statement of employees, as required under Section 217 (2A) of the
companies Act, 1956 is not applicable as there was no employee who was
drawing a salary of Rs.60,00,000/- and above per annum if employed for
full year, or a salary of Rs.5,00,000/- and above per month if employed
for a part of the year.
The Board expresses deep appreciation of all sections of employees for
their support and for making efforts to increase efficiency and growth.
INDUSTRIAL RELATIONS Industrial relations continued to be cordial
during the year under review.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance, co-operation
and support received by the company from the Govt. of Punjab, PSIDC,
financial institutions, banks, other statutory/ Govt. bodies,
customers and shareholders of the Company.
A statement giving details of conservation of energy/ technology
absorption and foreign exchange earnings and outgo in terms of the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, forms part of this report and is annexed
herewith.
On Behalf of the Board of Directors
Place : Chandigarh SAMIR KUMAR
Dated : 29.05. 2012 CHAIRMAN
Mar 31, 2010
The Directors of your Company have pleasure in presenting the 23rd
Annual Report of the Company together with Audited Accounts for the
financial year ending 31st March, 2010.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
2009-10 2008-09
Domestic Sales 29498 33633
(Net of Excise)
Export Sales 11328 2800
Other Income 1061 376
Total Income 41887 36809
Gross Profit/Loss before 7109 (4768)
interest & depreciation
Interest & other financial 1871 1535
charge charge
Profit/(Loss) before 5238 (6303)
depreciation
Depreciation 1997 1059
Net Profit/(Loss) 3241 (7362)
Provision for tax 5 (7)
Prior period adjustment 28 (16)
Extraordinary Items
I. Write back due to Settlement - 4218
- (OTS) of IFCI dues
II. Provision for - (963)
accumulated cenvat
Profit available for 3208 (4130)
appropriation/(Net loss)
The year 2009 would be marked as an important year for the Acrylic
Fibre Industry. When the year began, major world economies were in
recession. Acrylic Fibre Industry faced the prospect of a substantial
contraction in consumption with no sign of recovery in the demand.
However, the forecast were belied - demand was robust, acrylic fibre
plants achieved higher capacity utilization and market prices started
improving. With raw material prices remaining subdued, most acrylic
fibre producers were able to record good performance and substantial
jump in the margins.
Production during the year 2009-10 increased from 28005 MT to 36636 MT.
The sales also increased from 28197 MT to 36611 MT. Better sale
volumes were achieved by pushing Exports from 2474 MT in the last year
to 10977 MT during the current year. The sale of acrylic yarn however
was lower as Company does not have its own manufacturing facility and
sufficient capacity was not available in the market for making acrylic
yarn.
As against Rs.7362 lacs of net loss before tax, prior period
adjustments & extraordinary items in the previous year, the Company has
earned a net profit of Rs. 3241 Lacs during the year. There is an
additional depreciation charge of Rs. 472 Lacs during the year
consequent to change of method of charging depreciation from straight
line method to written down value method in respect of a part of the
plant and machinery due to technological changes & obsolescence. The
net profit after tax for the year is Rs.3208 Lacs as against a net loss
of Rs. 4130 Lacs in the previous year.
Due to heavy carried over losses suffered by the Company in the
previous year, Company has requested for restructuring of the loans and
the same is pending for approval under the CDR mechanism.
The raw material prices have increased sharpiy during last quarter
putting pressure on finished product prices. The loss of gross margin
caused by high raw material prices will be partially off-set by sale of
power recently started by the Company under "Open-Access" scheme and
lowering of cost of production due to energy conservation measures
being taken. The revenues from sale of power are increasing. Efforts
are also being made further to cut the cost by using new technologies
available for conservation of power, process improvements etc.
The Company received the following awards/ recognitions during the
year:
1. Certificate of Registration of Quality Management System - ISO
9001:2008 for Manufacture and supply of Dry Spun Acrylic Fiber, Dry
Spun Acrylic Tow (Grey and Dyed) and Dry Spun Acrylic Tops (Grey and
Dyed)
2. Recognition as "Export Trading House" by Government of India
Ministry of Commerce & Industry for a period of five years effective
from 1st April 2009 to 31st March 2014.
3. Certificate for "OeKo-Tex Standard 100" from M/s HOHENSTEIN TEXTILE
TESTING INSTITUTE Germany certifying acrylic fibres made by the company
free from any haimful substances and meet the human-ecological
requirements of the standard presently established for baby articles.
RESEARCH AND DEVELOPMENT
The Company has an In-House R&D Centre registered with the Ministry of
Science & Technology, Govt, of India.
With the help of In-house R & D, the Company is making efforts to
increase use of new technologies to reduce effect of greenhouse gases
and earn Carbon Credit Incomes. Company has already registered two
small scale clean development mechanism (CDM) projects under the UN
framework Convention of Climate Change (UNFCCC). Company has also
commercially established carpet deniers products and now working on
development of new range of dyed products. Trial of the same have been
found to be very encouraging and we will start their commercial
production in the middle of this year.
Your Directors are confident to achieve further cost reduction and
improve capacity utilization to improve the performance.
Your Directors are confident that with further efforts to reduce the
cost through energy conservation and by adding new range of value added
products, your company shall be able to compete well and keep its
market share and position intact.
FINANCIAL STATUS
There is no change in the issued and subscribed capital of Rs. 13132.21
lacs.
FIXED DEPOSITS
The company has not accepted any fixed deposits during the year under
review.
CORPORATE GOVERNANCE REPORT
The Company has been taking steps to attain higher levels of
transparency, accountability and equity in order to enhance customer
satisfaction and stakeholders value. The Company not only complies
with the regulatory requirements but is also responsive to the
stakeholders as well as customers needs. The Company already, has an
Audit Committee, a Shareholders Grievances Committee and a
Remuneration Committee duly constituted by the Board to look after
various activities. The Corporate Governance practices followed by the
company are enclosed as Annexure to this report.
DIRECTORS RESPONSIBILITY STATEMENT
i) " The Directors confirm that, in preparation of the Balance Sheet
and the Profit and Loss Account of the Company, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any.
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 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) The annual accounts have been prepared on a going concern basis.
INTERNAL CONTROL SYSTEMS
Your Companys internal control systems comprise of management
reporting system as well as inspection of the operations of the Company
by Internal Audit checks carried out internally as well as through
outside agencies.
DIRECTORS
Since the last Annual General Meeting, following changes have taken
place in the Board of Directors:
i) PSIDC has nominated Shri S. S. Rajput on 30.09.2009 as a Director
and Chairman in place of Shri Karan Avtar Singh.
ii) PNB has nominated Shri S. K. Awasthi on 30.09.2009 as a Director in
place of Shri Rohtash Kumar.
iii) PSIDC has nominated Shri AnuragAgarwal on 30.03.2010asa Director
and Chairman in place of Shri S. S. Rajput.
Your Directors place on record appreciation of the valuable guidance
rendered by Shri Karan Avtar Singh, Shri Rohtash Kumar and Shri S. S.
Rajput during their association with the Company.
Rear Adm. M. M. Chopra and Shri Dheeraj Garg, Directors, retire by
rotation and being eligible offer themselves for re-appointment. While
RearAdmiral M. M. Chopra is an Independent Director, Shri Dheeraj Garg
continues to be a nominee of Shri R K Garg in terms of the Articles of
Association of the Gompany.
AUDITORS
M/s S. C. Dewan & Co., Chartered Accountants, retire as Statutory
Auditors at the ensuing Annual General Meeting. The Directors recommend
their re-appointment, as Statutory Auditors, to hold the office as such
till the conclusion of next Annual General Meeting.
LISTING OF SHARES
Equity shares of the Company are listed on Mumbai and Calcutta Stock
Exchanges. Listing fee to the BSE has already been paid in pursuance to
clause 38 of the listing agreement. The Company has since filed an
application for delisting of its shares from Calcutta Stock Exchange.
However, the shares will continue to be traded on Mumbai Stock
Exchange.
DEMATERIALISATION
Effective 25th September 2000, the equity shares of your Company are
being compulsorily traded in dematerialized form. As on 31st March
2010, a total of 1022 lacs equity shares, representing 77.81% of equity
share capital have been dematerialized and about 32270 shareholders are
holding shares in dematerialized form.
INSURANCE
All the assets of the company have been adequately insured.
PERSONNEL
Particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of employees)
Rules, 1975, as amended, are appended and forms part of the Report.
The Board expresses deep appreciation of all sections of employees for
their support and for making efforts to increase efficiency and growth.
INDUSTRIAL RELATIONS
Industrial relations continued to be cordial during the year under
review.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the assistance, co-operation
and support received by the company from the Govt, of Punjab, PSIDC,
financial institutions, banks, other statutory/ Govt bodies, customers
and shareholders of the Company.
A statement giving details of conservation of energy/ technology
absorption and foreign exchange earnings and outgo in terms of the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988, forms part of this report and is annexed
herewith.
On Behalf of the Board of Directors
Place Chandigarh ANURAG AGARWAL
Dated: 31st May, 2010 CHAIRMAN