DIRECTORS' REPORT Your Directors present the 38th Annual Report and the Audited Accounts for the year ended March 31, 2015. 2. DIVIDEND Equity dividend of Rs. 3.50 per share (Previous Year Rs. 1/- per share) has been recommended by the Board of Directors for the year ended March 31, 2015 amounting to Rs. 6.80 Crores (Previous Year Rs. 1.94 Crores) on the Equity Share capital. 3. OPERATIONS On year to year basis net sales has increased by 17.80% on standalone and by12.64% on consolidated basis. .Profit after Tax of the Company has registered an increase by 4 times on standalone basis and 6 times on consolidated basis. 4. EXPORTS The Company continues to maintain its position of leading BOPP film exporter from India. Exports registered an increase of 28.58% from Rs. 539 crores in 2013-14 to Rs. 693 crores in 2014-15. 5. R & D Continuous efforts on R & D and Application Development activities are being made to expand the domestic and export markets particularly in BOPP and Speciality Films 6. DETAILS OF SUBSIDIARY COMPANIES During the year, CF Global Holdings Limited, the Company's wholly owned subsidiary a) has acquired the entire holding of minority shareholders in its step down subsidiary resulting into all its step down subsidiaries becoming wholly owned b) acquired a step down subsidiary namely CF Investment Holding Private (Thailand) Company Limited, Thailand. A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial performance of each of the subsidiaries is included in the consolidated financial statements of your Company is set out in the Annexure A to this Report 7. CORPORATE GOVERNANCE A Management Discussion and Analysis is annexed and form part of this report. A separate report on Corporate Governance along with the Practicing Company Secretary certificate on compliance of conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Stock Exchanges forms part of this report. 8. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B to this Report. 9. DIRECTORS (a) Chairman Mr. Ashok Jaipuria, is the Chairman & Managing Director of the Company. (b) Reappointment Mr. Anil Kumar Jain, Director -Corporate Affairs retire by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. (c) Status of Directors The status of Mr. Rajeev Gupta has changed from Non - Independent and Non- Executive Director to Independent Director w.e.f. May 22, 2015 subject to the approval of shareholders his appointment be reconfirmed as Independent Director of the Company for a tenure of five (5) years. Ms. Alpana Parida is Non-Independent and Non-Executive Director of the Company. Mr. H.K. Agrawal and Mr. Ashish Guha are the Independent Directors of the Company. (d) Additional Directors Mr. Pratip Chaudhuri and Mr. H. N. Sinor, who were appointed as Additional Directors of the Company and subject to the approval of shareholders be reconfirmed as Independent Directors of the Company for a tenure of five(5) years. (e) Resignation and Cessation Mr. Ramakant Dwivedi and Mr. Suresh Rajpal resigned from the Directorship of the Company w.e.f. October 30, 2014 and May 22, 2015 respectively. On his demise Mr. R. Vasudevan ceased to be Director of the Company w.e.f November 04, 2014. 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. 10. KEY MANAGERIAL PERSONNEL Mr. Pankaj Poddar, Chief Executive Officer and Mr. Neeraj Jain, Chief Financial Officer and Ms. Jyoti Dixit, Company Secretary are the Key Managerial Personnel of the company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 11. BOARD EVALUATION In terms of the provisions of Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the HR, Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the year. 12. MEETINGS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four (4) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013. 13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 14. DEPOSITS The Company has not accepted deposit from the public within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 15. VIGIL MECHANISM / WHISTLE BLOWER POLICY In terms of the requirement of Clause 49 of the Listing Agreement the Company has formulated a whistle blower policy to deal with instances of fraud and mismanagement, if any. 16. REMUNERATION POLICY In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors has formulated the Remuneration Policy of your Company on the recommendations of the HR, Nomination and Remuneration Committee. The details are outlined in the Corporate Governance Report. 17. RELATED PARTY TRANSACTIONS During the year, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 which were in the ordinary course of business and on arm's length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the year, there were no transactions with related parties which qualify as material transactions under the Listing Agreement. The details of the related party transactions as required under Accounting Standard -18 are set out in Note 30 to the standalone financial statements forming part of this Annual Report. The Disclosure required in Form AOC-2 pursuant to Section 134 (3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is NIL. 18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Corporate Social Responsibility Committee approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure C to this Report. 19. RISK MANAGEMENT Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk and Operations Management Committee and the Committee has reviewed and approved the Risk Management Policy of the Company There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report. 20. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of section 134 (3) (c) of the Companies Act, 2013, your Directors state that: (i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures. (ii) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profits of the Company for the year ended on that date. (iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) The annual accounts of the Company have been prepared on a going concern basis. (v) Proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively. (vi) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 21. AUDITORS Statutory Audit: M/s. Walker, Chandiok & Co. LLP Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and seek re-appointment at the ensuing Annual General Meeting of the Company. The Company has received a letter from Walker, Chandiok & Co. LLP, Chartered Accountants, expressing their willingness to be reappointed as statutory auditors of the Company and further confirmed that their reappointment, if made, will be in compliance with provisions of Section 141(3)(g) of the Companies Act, 2013. The Board has proposed to appoint M/s. Walker, Chandiok & Co. LLP, Chartered Accountants, as statutory auditors of the Company for the period of five (5) years from the conclusion of the ensuing Annual General Meeting (subject to ratification of their appointment by Members at every Annual General Meeting to be held after this meeting) till the conclusion of the forty third (43rd) Annual GeneralMeeting of the Company to be held in the calendar year 2020. Secretarial Audit: Pursuant to the Provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Managerial Personnel) Rules, 2014, the Company has appointed "M/s DMK Associates", a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure D." Cost Auditor: As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records of the Company every year. The Board of Directors, on the recommendation of Audit Committee, has appointed Messrs Jayant B. Galande, Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 2,00,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. 22. AUDITORS' REMARKS The Auditors' remarks on the annual accounts are self explanatory and do not require further comments from the Company 23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations. 24. CHANGE IN NATURE OF BUSINESS, IF ANY No change in the nature of the business of the Company done during the year. 25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report that may affect the financial position of the Company. 26. PREVENTION OF SEXUAL HARRASMENT As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board. 27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Particulars of the Employees pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure F to this Report. The information required pursuant to Section 197(12) of the Companies Act, 2013 read withRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as Annexure F to this Report. None of the employees covered under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a relative of any Director of the Company and holds (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company. 28. RESERVES The Company transferred an amount of 4.04 Crores to the General Reserves. 29. APPRECIATION Your Directors wish to place on record their appreciation of continued support extended by the dealers, distributors, suppliers, investors, bankers, financial institutions. Your Directors also express their appreciation for the committed services by the employees of the Company. On behalf of the Board Sd/- Ashok Jaipuria Chairman Place: New Delhi Date: 07 July, 2015 |