DIRECTORS' REPORT Your Directors present the Twenty Ninth Annual Report and the Audited Financial Statements for the year ended 31st March, 2015. Dividend: Out of Current Year's profit, the Directors recommend payment of dividend of Rs.1.50 per equity share of Rs. 1 each (previous year Rs. 1 per share) amounting to Rs. 2,75,05,666 (previous year Rs. 1,83,37,111) on 1,83,37,111 equity shares of Rs. 1 each. Performance: a. The company's current business is in Chemicals - which is trading mainly in Vinyl Acetate Monomer. b. During the year, the sales turnover from Trading activity was Rs. 42,574 lacs. c. During the year, the Company earned Net Profit of Rs. 1,234 lacs as against Rs. 748 lacs in the previous year. Outlook: The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate. Directors: In accordance with the Articles of Association of the Company, Shri N.K. Parekh, a Director of the Company, retires by rotation and being eligible, offer himself for re-appointment. The Company has received declarations from Shri R.M. Gandhi, Smt. Y.J. Mogrelia and Shri A.D. Mavinkurve, Independent Directors, that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013. Extract of Annual Return: Extract of Annual Return for the Financial Year ended on 31st March, 2015, as required by Section 92(3) of the Companies Act, 2013, is annexed as Annexure 1 . No. of Board Meetings: During the year the Board of Directors met 5 times. The details of Board Meetings are provided in the Corporate Governance Report section of this Annual Report. Particulars of Loans, Guarantees or Investments: Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2015. Related Party Transactions: All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee for approval. Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-2015 are given in prescribed Form AOC - 2, which is annexed as Annexure 2. The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company's Website www.vinylchemicals.com Risk Management Policy: The Company has a structured Risk Management Policy. The Risk Management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the Company's business. Corporate Social Responsibility: In terms of the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, the company has formulated a policy on Corporate Social Responsibility (CSR) and has also constituted a CSR Committee to recommend and monitor expenditure on CSR. The CSR Committee comprises of Shri M.B. Parekh, Shri N.K. Parekh and Shri R.M. Gandhi, Directors, as the members. Shri N. K. Parekh is the Chairman of the Committee. The details of CSR Expenditure are given in the prescribed format as Annexure 3. Remuneration Policy: The Board on recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy. The salient features of the policy are given in the Corporate Governance Report section of this Annual Report. Auditors' Report: There are no qualifications, reservations, adverse remarks or disclaimers made in the Auditors' Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015. At the 28th Annual General Meeting of the Company, the Members have appointed M/s. Khanna & Panchmia, Chartered Accountants, Mumbai as the Auditors of the Company for a period of five years upto the conclusion of 33rd Annual Geneal Meeting, subject to ratification by shareholders at every Annual General Meeting. The Board recommends ratification of the appointment of M/s. Khanna & Panchmia, Chartered Accountants, Mumbai as the Auditors of the Company at the ensuing Annual General Meeting. Subsidiaries and Joint Ventures: The Company has no Subsidiaries and Joint Venture Companies. Vigil Mechanism/Whistle Blower Policy: The Company has established a Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company's Website www.vinylchemicals.com <http://www.vinylchemicals.com>. Secretarial Audit Report: Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2015 given by M/s. M.M. Sheth & Co., Practising Company Secretaries, is annexed as Annexure 4. Deposits: The Company has not accepted any public deposit. Internal Financial Controls: Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business. Directors' Responsibility Statement: As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that: • in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any; • the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profits of the Company for the year ended on that date; • the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the Directors have prepared the annual accounts on a going concern basis; • The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and • The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Corporate Governance: Reports on Corporate Governance and Management Discussion and Analysis in accordance with Clause 49 of the Listing Agreement with Stock Exchanges alongwith a certificate from the Auditors of the Company are given separately in this Annual Report. Disclosure under Companies (Appointment & Remuneration of Managerial Personnel ) Rules, 2014: The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed to this Report as Annexure 5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format as Annexure 6. Annual Evaluation by the Board: The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual Directors. The result of the evaluation is satisfactory and adequate and meets with the requirements of the Company. Composition of Audit Committee: Details of Composition of Audit Committee, its terms of reference and meetings held during the year are given in the Corporate Governance Report section of this Annual Report. General: a) Sweat Equity Shares, Equity with Differential Rights: None issued during the Financial Year 2014-2015. b) Employees Stock Option Scheme: The Company is not having Employees Stock Option Scheme. c) Significant and Material Orders passed by the Regulators: None passed during the Financial Year 2014-2015. c) Sexual Harassment Laws: No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received during the Financial Year 2014-2015. Appreciation: The Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the working of the Company. The Directors also wish to place on record their appreciation for the shareholders, dealers, consumers and banks for their continued support. FOR AND ON BEHALF OF THE BOARD M.B. PAREKH CHAIRMAN & MANAGING DIRECTOR Mumbai Date: 18th May, 2015 |