DIRECTORS' REPORT To, The Members Your Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015 REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS: The total net profit before tax of the Company has increased from Rs. 208.52 Lacs to Rs. 660.35 Lacs in 2015. The Net profit after tax has increased from Rs. 165.80 Lacs to Rs. 510.11 Lacs in 2015. During the year, the Company has undertaken production of CPC Crude and cuprous chloride. Some of the production was undertaken done on job work basis. The Company is trying to initiate and streamline the operations cycle of the plant by bringing about structural and strategic alterations in the plant and also by investing funds and resources for upgrading and tapping the production capabilities of the Company. DIVIDEND: Your Directors have recommended a dividend of Re. 1 per share, being 10% of the paid-up equity capital of the company for the year ended 31st March, 2015. Total outflow on account of payment of dividend would be Rs. 72.67 Lacs and on account of the Dividend Distribution Tax would be Rs.14.87 Lacs. The Dividend, if approved, will be paid to those members whose names appear on the Register of Members / list of Beneficiaries as on 29th September, 2015 MATERIAL CHANGES AND COMMITMENT IF ANY 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 THE REPORT 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 on the date of this report. DIRECTORS: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, Mr. Mohit Prem Kumar Kaushik (DIN: 06463483) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors of the Company has appointed Mrs. Snehalata Dinesh Sharma (DIN: 01854393) as an Additional Director of the Company w.e.f. 30th May, 2015 and holds office upto the date of Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of Companies Act, 2013 proposing her candidature or the office of the Director of the Company. Your Board recommends for appointment of Mrs. Snehalata Dinesh Sharma and re-appointment of Mr. Mohit Prem Kumar Kaushik as Directors of the Company. Ms. Shruti Dinesh Sharma (DIN: 05329003) was appointed as an Additional Director of the Company w.e.f. 27th March, 2015 and tender her resignation from post of directorship w.e.f. 30th May, 2015. KEY MANAGERIAL PERSONNEL Mr. Mohit Prem Kumar Kaushik (DIN: 06463483) was appointed as Executive Director of the Company w.e.f. 9th December, 2013 and as Chief Executive Officer w.e.f. 30th May, 2015. Mr.Anil Rajkotia is appointed as Company Secretary of the Company w.e.f. 1st September, 2014. Mr. R.V. Srinivasan is appointed as a Chief Financial Officer of the Company w.e.f. 30th May, 2015. DEPOSITES: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014. EXTRACTS OF ANNUAL RETURN: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached herewith and marked as 'Annexure 1'. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW: The Board met 11 (Eleven) times during the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement that:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors have 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 have prepared the annual accounts on a going concern basis; (e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DECLARATION OF INDEPENDENT DIRECTORS: The Independent Directors of the Company have given the requisite declaration pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meet criteria of independence as provided in Section 149(6) of the Act. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. STATUTORY AUDITORS: M/s. Sayeed khan & Associates , Chartered Accountants (FRN: 1252227W) Mumbai, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors. Your Directors recommend the re-appointment of M/s. Sayeed khan & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing 25th Annual General Meeting upto the conclusion of 26th Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16. SECRETARIAL AUDIT REPORT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Pankaj Desai, Proprietor M/s. Pankaj & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached herewith and marked as 'Annexure 2'. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS: There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: There were no contracts or arrangements or transactions with any related parties during the year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Details regarding conservation of energy, technology absorption, foreign exchange earnings and outgo is attached herewith and marked as :'Annexure 3'. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY: The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. FORMAL ANNUAL EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS: During the year under review, no significant or material order was passed by any regulatory authority which may have bearing on going concern status or on operations of the company in future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUECY The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system in place, its compliance with operating systems, accounting procedures and policies. AUDIT COMMITTEE AND ITS COMPOSITION As on 31st March, 2015, the Audit Committee comprised of Mr. Nazirsaheb Sayyed, Mr. Sunil Sawant and Mr. Mohit Kumar Kaushik. Mr. Nazirsaheb Sayyed is a Chairman to the Committee. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process. Other details with respect to Audit Committee are given in Corporate Governance Report. WHISTLE BLOWER/VIGIL MECHANISM POLICY: The Company has a Vigil Mechanism/Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee. MANAGERIAL REMUNERATION AND OTHER DETAILS: The necessary details/disclosures of Ratio of Remuneration to each Director to the median employee's remuneration and other details pursuant to the section 197(12) of the Companies Act, 2013 and as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as 'Annexure 4'. CORPORATE GOVERNANCE REPORT AND MDA: Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report: • Corporate Governance Report • Auditors' Certificate regarding compliance of conditions of Corporate Governance • Management Discussion and Analysis Report SHARE CAPITAL: There is no change in the Share Capital of the Company. As on 31st March, 2015, the issued, subscribed and the paid up share capital of the Company stood at Rs. 7,26,73,170/- comprising of 72,67,317 Equity Shares of Rs. 10/- each. On 7th February, 2015, the Company has issued and allotted 24,00,000 warrants for cash at price of Rs. 59/-(Rupees Fifty Nine only) each including premium of Rs. 49/- (Rupees Forty Nine only) each on preferential basis, carrying an option / entitlement to subscribe to equivalent number of Equity Shares of Rs. 10/- (Rupees Ten) each within a period of 18 months from the date of their issue. ACKNOWLEDGEMENTS: Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company. For & on behalf of the Board of Directors For Kesar Petroproducts Limited Nazirsaheb Sayyad Director DIN: 01820552 Mohit Kaushik Executive Director : DIN: 06463483 Place: Mumbai Date: 28th August, 2015 |