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Polycon International Directors Report, Polycon Intl Reports by Directors
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Polycon International

BSE: 531397|ISIN: INE262C01014|SECTOR: Plastics
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VOLUME 52
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Directors Report Year End : Mar '15    « Mar 14
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.
 
 FINANCIAL RESULTS
 
 The financial results for the year ended 31st March, 2015 are
 summarized below:
 
                                        (Rs. In lacs)
 
                                   2014-2015       2013-2014
 
 Net Sales Turnover                  3836.31         4405.51
 
 Gross Profit before Interest         392.80          395.57 
 and Depreciation
 
 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 
 Balance Sheet
 
 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.
 
 RESERVES
 
 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.
 
 DIVIDEND
 
 In view of marginal profits, the Board of Directors does not recommend
 payment of Dividend for the year under review.
 
 PUBLIC DEPOSITS
 
 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
 Annexure-I.
 
 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,
 Jaipur Statutory
 
 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
 comments.
 
 AUDIT COMMITTEE
 
 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
 Agreement.
 
 BOARD 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 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
 Report.
 
 RISK MANAGEMENT
 
 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:
 www.polyconltd.com
 
 CORPORATE GOVERNANCE
 
 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.
 
 SHARE CAPITAL
 
 During the year under review, the Company has neither issued any shares
 with differential voting rights nor granted stock options & sweat
 equity.
 
 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 
                     Officer
 
 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         -- 
 Bordia
 
 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
 Meeting.
 
 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.
 
 REMUNERATION POLICY
 
 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 :
 www.polyconltd.com
 
 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
 
 ACKNOWLEDGEMENT
 
 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
 other stakeholders.
 
                                    For and on behalf of the Board
 
 Place : Jaipur                     CA L.C. BAID
 
 Date : 30.05.2015                  CHAIRMAN & MANAGING
 
                                    DIRECTOR
Source : Dion Global Solutions Limited
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