The Directors have the pleasure of presenting the 24th Annual Report
of the Company together with Audited Financial Statements and Cash Flow
Statement for the financial year ended 31st March, 2015.
The financial results for the year ended 31st March, 2015 are
(Rs. In lacs)
Net Sales Turnover 3836.31 4405.51
Gross Profit before Interest 392.80 395.57
Less : Interest 237.37 248.75
Less : Depreciation 120.54 108.71
Profit/(Loss) for the year 34.89 38.11
Less : Provision for Taxation 10.05 11.10
Profit/(Loss) after Taxation 24.84 27.00
Add: Balance brought forward 109.03 82.03
from Previous Year
Less: Adjustment of 2.69 --
Depreciation for Prior Period
Balance carried to the 131.18 109.03
PERFORMANCE AND FINANCIAL POSITION OF COMPANY
The net sales of the company during FY 2014-15 were Rs. 3836.31 lacs
against Rs. 4405.51 lacs in the year 2013-14. The Profit for the year
2014-15 was Rs. 24.84 Lacs against Rs. 27.00 Lacs in previous year.
No amount has been transferred to Reserves during the period under
review. The entire surplus is proposed to be retained to give financial
leverage to the Company.
In view of marginal profits, the Board of Directors does not recommend
payment of Dividend for the year under review.
Your Company has not accepted any Deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement for constitution of Corporate
Social Responsibility Committee.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as required by Section 134(3)(a) of
the Companies Act, 2013 in Form MGT 9 is annexed herewith as
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY
Polycon International Limited is committed to follow high standards of
environmental protection and provisions of a safe and healthy work
place for workers, customers and other stakeholders.
Your company is striving continuously to conserve energy by adopting
innovative measures to reduce wastage and optimize consumption. The
manufacturing units of the company are well planned and adequately
equipped for ensuring optimum energy utilization. Positive impact of
measures already taken has been observed on the costs.
B. TECHNOLOGY ABSORPTION
Your company is committed to providing consumers with high quality
products. The technology that is being used by your company is
eco-friendly that conserves the environment. All the units of the
company are well furnished with suitable equipments and self sufficient
in the matter of manufacturing process and focus is to stay aligned
with the best and continuously increase efficiency. We proactively and
continuously invest in developing technology which adds value to our
business. Sustained delivery has ensured that your company''s products
are trusted by consumers. During the year your company continued its
focus on driving the quality culture and total productivity management
across the factories.
C. FOREIGN EXCHANGE EARNINGS & OUTGO Foreign Exchange Earnings NIL
Foreign Exchange Out Go
Expenses on foreign travels NIL
Interest on WCFC Loan NIL
Expenses on import on CIF basis for
- Capital Goods NIL
- Raw Material NIL
- Stores & Spares NIL
AUDITORS AND AUDITORS'' REPORT
A. STATUTORY AUDITORS AND THEIR REPORT
M/s. A. Natani & Co., Chartered Accountants, Jaipur, Statutory Auditors
of the Company will hold office till the conclusion of this Annual
General Meeting and are eligible for re- appointment. The Company
received a certificate from M/s A. Natani & Co., Chartered Accountants,
Auditors to the effect that their re-appointment, if made, would be in
accordance with the provisions of Section 141 of the Companies Act,
2013. As per the provisions of Companies Act, 2013, they are being
re-appointed till the conclusion of the Annual General Meeting to be
held in year 2017.
There is no reservation, qualification or adverse remark contained in
the Statutory Auditors'' Report attached to Balance Sheet as at 31st
March, 2015. Information referred in Auditors'' Report are
self-explanatory and don''t call for any further comments.
B. SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company has appointed M/S. JAKS &
ASSOCIATES, Company Secretaries to undertake audit of secretarial and
other related records of the Company.
The Secretarial Audit Report is annexed herewith as Annexure-II. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark. Information referred in Secretarial
Auditor Report are self-explanatory and don''t call for any further
The Audit Committee comprises Mr. Kamal Kumar Bordia (Chairman), Mr.
Adarsh Singhania and Mr. Lal Chand Baid in line with the requirements
of Section 177 of the Companies Act, 2013. Mr. Vinod Sacheti ceased to
be the Member of Audit Committee on 05th August, 2014 and Mr. Kamal
Kumar Bordia was appointed as Chairman of Audit Committee. The Board
has accepted the recommendations made by the Audit Committee from time
to time. Four Meetings of Audit Committee were held during the year.
The details of which are given in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROLS
The Company has well defined mechanisms in place to establish and
maintain adequate internal controls over all operational and financial
functions considering the nature, size and complexity of its business.
The Company maintains adequate internal control systems that provide,
among other things, reasonable assurance of recording the transactions
of its operations in all material respects and of providing protection
against significant misuse or loss of Company assets.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for Prevention of Sexual Harassment
at Workplace as per requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee has been set up to redress the complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No Complaint has
been received during the year ended 31st March, 2015 in this regard
MEETINGS OF THE BOARD OF DIRECTORS
During the year 7 Board Meetings were held. The details of which are
given in the Corporate Governance Report.
The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and Clause 49 of the Listing
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 and
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of the financial
condition and results of operations of the Company for the year under
review as required under Clause 49 of the Listing Agreement with the
Stock Exchanges, is given as annexure V forming part of this Annual
The Company has framed and implemented a Risk Management Policy to
identify the various business risks. This framework seeks to create
transparency, minimize adverse impact on the business objectives and
enhance the Company''s competitive advantage. The risk management policy
defines the risk management approach across the enterprise at various
levels including documentation and reporting.
The Risk Management Policy is available on the Company''s website:
The Company has complied with the Corporate Governance requirements as
stipulated under the Listing Agreement with the stock exchanges. A
separate section on Corporate Governance, along with certificate from
the auditors confirming the compliance is annexed and forms part of the
annual report. The Chairman & Managing Director has confirmed and
declared that all the members of the board and the senior management
have affirmed compliance with the code of conduct.
LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
No loans, guarantee or Investments made by the company under Section
186 of the Companies Act, 2013 during the year.
MATERIAL CHANGES AND COMMITMENTS
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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company''s
operations in future.
During the year under review, the Company has neither issued any shares
with differential voting rights nor granted stock options & sweat
HUMAN RESOURCES DEVELOPMENT/TRAINING
Your company believes that Employees are its main strength.
Accordingly your Company places people in the heart of its business
strategy. Your Company is attracting and retaining the best people,
creating a culture and environment where people are able to deliver
their best and they are recognized and encouraged.
Your Company upholds the culture of trust and mutual respect in all its
employees'' relations endeavors. Your company has ensured that there is
sustained communication and engagement with workforce through various
forums. Company''s human resources are mobilized to strengthen the
company internally and to face future challenges. Your company is
providing a state of art working environment to the employees with a
view to optimize their performance.
EMPLOYMENT PROFILE & INDUSTRIAL RELATIONS
As on 31st March, 2015, the Company employed a total of 114 employees
of which 13 were Officers and 101 belongs to non-executive cadre.
The Company believes in building teams across the business and
functions with the aim to share knowledge and experience. Cross
functional teams work with clear objectives to solve the issues and
create value for the company. The company fosters open dialogue among
the employees with the brief that the people, who communicate
continuously and openly, build trust and mutual respect.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Name of the Status/ Date of Date of
Director/KMP Designations Appointment Resignation
1.Lal Chand Baid Managing Director 01/08/1997 --
2. Rajiv Baid Executive Director 01/08/1997 --
& Chief Financial
3. Vinod Sacheti Independent
Director 29/03/2010 05/08/2014
4. Adarsh Singhania Independent
Director 29/03/2010 --
5. Tiyana Sacheti Independent
Director 20/09/2014 --
6. Kamal Kumar Independent
Director 20/09/2014 --
7. Gajanand Gupta Company
Secretary 07/06/1995 --
In terms of provisions of the Companies Act, 2013 and the articles of
association of the company Shri Rajiv Baid Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and
being eligible offer himself for re-appointment. The Board recommended
his re- appointment.
Pursuant to Section 152 & 160 and other applicable provisions of the
Companies Act, 2013 your Directors are seeking appointment of Shri K.C.
Bhandari, as Non-executive Non- Independent Director of the Company.
Details of the proposal for appointment of above Director is mentioned
in the Explanatory Statement under Section 102 of the Act to the notice
of Annual General Meeting.
Mr. Vinod Sacheti has resigned during the period under review and Ms.
Tiyana Sacheti & Mr. Kamal Kumar Bordia were appointed as Independent
Director of the company. The Board noted the appreciation of services
rendered by Mr. Vinod Sacheti during the period under review.
A brief resume of expertise and details of other directorship of the
director is attached along with Notice of the ensuing Annual General
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy
to deal with instances of fraud and mismanagement, if any. The Policy
has a systematic mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s Code of Conduct or policy. The policy is
also available on the Company''s website.
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 including certain arms length
transactions under third proviso thereto is disclosed in Form No. AOC
-2 is attached as Annexure-III.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(3)(c) of the Companies Act,
2013 and in respect of the annual accounts for the period under review
your Directors hereby confirm that :- (a) In the preparation of the
annual accounts, the applicable accounting standards have been followed
and no material departures have been made from the same;
(b) Directors of the company selected such accounting policies and
applied them consistently and made judgment 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 the
Profit & Loss Account for the period under review;
(c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(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;
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration under
sub-section (7) of Section 149 of the Companies Act, 2013 that they
meet the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of the
Directors, the senior management and their remuneration. The
remuneration policy is available on company''s website :
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached as Annexure-IV
Your Directors would like to take on record its appreciation for the
co-operation and support extended by the Company''s Bankers, Financial
Institutions, its Employees, Shareholders, Business Associates and all
For and on behalf of the Board
Place : Jaipur CA L.C. BAID
Date : 30.05.2015 CHAIRMAN & MANAGING