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Arora Fibres

BSE: 521174|ISIN: INE487D01023|SECTOR: Textiles - Manmade
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Directors Report Year End : Mar '15    Mar 14
The Directors present the twenty second Annual Report of your Company
 along with the Financial Statements for the year ended 31st March,
 2015.
 
 Financial Highlights:
 
 Particulars                                 For the 
                                          year ended      For the 
                                                       year ended
                                            March 31, 
                                                2015     March 31, 
                                                             2014 
                                           Rupees in 
                                                lacs    Rupees in 
                                                             lacs
 
 Revenue from operations                     3551.20      6282.81
 
 Operating Profit/ (Loss)                      95.42       666.65
 
 Extraordinary Item                           302.46         0.00
 
 Profit/ (Loss) before Tax                    216.55       370.86
 
 Provision for Tax                                 -            -
 
 Profit/ (Loss) after Tax                     216.55       370.86
 
 Balance brought forward from previous year  (573.99)     (944.85)
 
 Profit/ (Loss) carried to Balance Sheet     (357.44)     (573.99)
 
 Dividend
 
 The Directors do not propose to recommend any dividend for the year
 under review in view of accumulated losses.
 
 Operations:
 
 During the year under review, your Company''s revenue declined by
 Rs.27.32 Crores. Sales of Polyester Staple Fibres declined to Rs.35.41
 crores from Rs. 42.81 crores. The Company did not carry out much of
 Investment activity during the year. As a result the income from
 Investment activity declined to Rs.0.09 crores from Rs. 20.02 crores.
 
 The Polyester Staple Fibre market is going through a volatile phase.
 During the first half of the year the market was favourable with good
 order traction. But during the second half market went into recession
 with drop in product prices and drying up of orders. The cost of raw
 materials did not decline in proportion to fall in product prices. This
 resulted into operating profit of just Rs.0.95 crores.
 
 The extraordinary item is reversal of Excise Duty provision due to
 relief granted to the Company by Finance Act 2014 which has done away
 with retrospective amendment of Finance Act 2012 which had imposed
 excise duty on the Company''s product.
 
 Material changes and commitments after the end of financial year
 
 There have been no material changes and commitments, if any, affecting
 the financial position of the Company, which have occurred between the
 end of the financial year and date of the report.
 
 Particulars of loans, guarantees or investment
 
 The Company does not have any loans, guarantees and Investments covered
 under the provisions of Section 186 of the Companies Act, 2013.
 
 Human Resource
 
 The Company continues to place significant importance on its human
 resources and enjoys cordial and peaceful relations at all levels. The
 Directors are pleased to place on record their appreciation of the
 services rendered by the employees at all levels.
 
 The Company has a Policy on Prohibition, Prevention and Redressal of
 Sexual Harassment of Women at workplace and matters connected therewith
 or incidental thereto covering all the aspects.
 
 Particulars of Employee:
 
 There is no information required to be given pursuant to section 197
 read with Rule -5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014.
 
 Environment, Health & Safety:
 
 Your Company is committed to ensure a clean and green pollution-free
 environment as well as a healthy and safe work place at its plant
 location. In fact the Company''s business is of converting waste PET
 bottles into Polyster Staple Fibre. Thus the Company''s operations are
 beneficial to the environment. Further the Company is taking
 environmental friendly initiatives like, energy saving projects and
 waste reduction initiatives.
 
 Energy Conservation, Technology Absorption, Foreign Exchange Earnings &
 Outgo:
 
 The Information on conservation of energy , technology absorption and
 foreign exchange earning and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
 Rules, 2014, is annexed herewith as Annexure A which forms the part
 of the report .
 
 Deposits
 
 The Company has not accepted any public deposits and, as such, no
 amount on account of principal or interest on public deposits was
 outstanding as on the date of the balance sheet.
 
 Directors:
 
 As per the provisions of Section 149(1), 161 and other applicable
 provision under The Companies Act, 2013, the Board has appointed Ms.
 Wilma Lobo as Additional Executive Woman Director of the Company with
 effect from March 16, 2015. The above appointment was based on
 recommendation of Nomination and Remuneration Committee and subject to
 approval of the Shareholders of the Company at the forthcoming Annual
 General Meeting.
 
 The Board also appointed Mr. Navdeep Singh Khera as an Independent
 Director with effect from December 11, 2014. The appointment is subject
 to approval of the Shareholders of the Company at the forthcoming
 Annual General Meeting.
 
 During the year, Mr. H V Deodhar resigned as Director due to personal
 reasons.
 
 As per the provisions of the Companies Act, 2013 and Articles of
 Association, Mr. R. S. Arora is liable to retire by rotation at the
 Twenty Second Annual General Meeting.
 
 Mr. R.S. Arora has confirmed his eligibility and willingness to accept
 the office of Directorship of your Company, if appointed. In the
 opinion of your Directors, Mr. R.S. Arora has the requisite
 qualifications and experience which would be useful for your Company
 and would enable him to contribute effectively to your Company''s good
 operational performance and overall good corporate governance in his
 capacity as Director of your Company.
 
 It is, therefore, considered prudent that your Company should continue
 to avail of the services of Mr. R.S Arora as Director and the Board
 recommends that the proposed resolution relating to re-appointment of
 Mr.  R.S. Arora as Director of your Company be approved.
 
 None of the Directors or Key Managerial Personnel has any pecuniary
 relationships or transactions vis-- vis the Company, other than
 salaries, commission, sitting fees.
 
 Declaration given by independent directors
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as provided under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 Familiarisation programme for Independent Directors
 
 The Company''s familiarization programme for Independent Directors
 provides orientation and training at the time of joining to enable them
 to understand the operations, business and other details of the
 Company.  The Independent Directors are regularly briefed on the
 developments that are taking place in the Company and its operations.
 
 Number of meetings of the Board.
 
 The Board meets at regular intervals to review the Company''s businesses
 and discuss strategy and plans.  A tentative annual calendar of the
 meetings is circulated to the Directors in advance to enable them to
 plan their schedule and to ensure effective participation.
 
 During the year, six board meetings were convened and held. The maximum
 interval between the meetings did not exceed the period prescribed
 under the Companies Act, 2013 and Listing Agreement
 
 Committees of the Board
 
 During the year, in accordance with the Companies Act, 2013 and Clause
 49 of the Listing Agreement, the Board has constituted or reconstituted
 its Committees.
 
 Currently, the Board has the following Committees:
 
 Audit Committee
 
 Nomination and Remuneration Committee
 
 Stakeholders Relationship Committee
 
 Details of the Committees along with their constitution and other
 details are provided in the Report on Corporate Governance.
 
 Directors Responsibility Statement:
 
 Your Directors confirm that:
 
 i) in the preparation of annual accounts, the applicable accounting
 standards have been followed;
 
 ii) appropriate accounting policies have been selected and applied
 consistently and judgements and estimates that are reasonable and
 prudent have been 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 Profit of
 the Company for that year;
 
 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 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) proper systems have been devised to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 Director''s appointment and remuneration
 
 The Nomination and Remuneration Committee has laid down the criteria
 for Directors'' appointment and remuneration including criteria for
 determining qualifications, positive attributes and independence of a
 Director.
 
 The following attributes / criteria for selection have been laid by the
 Board on the recommendation of the Committee.
 
 a) Cultural fit and personal values
 
 b) Vision and Strategic Management
 
 c) Independence and impeccable reputation for integrity, deep expertise
 and insights and complementary skills
 
 d) Change management and influencing change
 
 The policy for appointment of Director, KMP is given in Annexure E.
 
 Annual evaluation of performance by the Board
 
 As per criteria for performance evaluation, laid down by the Nomination
 and Remuneration Committee, the Board has assessed its own performance,
 the performance of each of the Directors and the performance of its
 committees.
 
 The Independent Directors have assessed the performance of each of the
 non independent Director as provided in the Act and the Listing
 Agreement.
 
 Remuneration Policy:
 
 The Board has, on recommendation of the Nomination and Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Remuneration Policy is
 set out in the Annexure F to this report.
 
 Related Party Transaction:
 
 All the related party transactions that were entered into during the
 financial year were on the arm''s length and were in ordinary course of
 business. All Related Party Transaction are placed before the Audit
 Committee as also the Board for the approval. Prior omnibus approval of
 the Audit Committee is obtained on a quarterly basis which is for known
 and of repetitive nature. The transaction entered into pursuant to the
 omnibus approval so granted are audited and statement giving details of
 all the related party transactions is placed before the Audit Committee
 and Board of Directors for their approval on quarterly basis.
 
 As per clause (h) of Sub-Section (3) of Section 134 of Companies Act,
 2013 and Rule 8(2) of Companies (Accounts) Rule 2014, the details
 forming transaction of all the related party transaction in form AOC 
 2 is annexed as AnnexureB.
 
 The policy on Related Party Transactions, as approved by the Board, is
 uploaded on the website of the Company.
 
 Corporate Social Responsibility
 
 The provisions of Section 135 of the Companies Act, 2013 relating to
 Corporate Social Responsibility (CSR) are not applicable to the Company
 as the Company has posted losses and is still registered under BIFR.
 
 Vigil Mechanism/ Whistle Blower Policy:
 
 Your Company has adopted and disseminated its Whistle-Blower Policy to
 provide a secure environment and encourage employees to report
 unethical, unlawful or improper practices, acts or activities and to
 prohibit any adverse personnel action against those who report such
 practices in good faith.
 
 The Whistle-Blower Policy is disclosed on the website of the Company
 under the heading Whistle Blower Policy to deal with the instance of
 fraud and mismanagement, if any.
 
 Statutory Auditors:
 
 M/s. Vinay Gudi & Associates, Chartered Accountants, (Registration
 No.129032W) Auditors of the Company have expressed their unwillingness
 to continue as auditors which will be effective from the close of the
 ensuing Annual General Meeting. M/s. Sunil Mistry & Company, Chartered
 Accountants (Registration No.123435W) have conveyed that, if appointed,
 they would be eligible to act as Auditors of the Company.  They have
 confirmed their eligibility under Section 141 of the Companies Act,
 2013 and Rules framed thereunder, for appointment as Statutory Auditors
 of the Company.
 
 Your Directors on recommendation of the Audit Committee, seek approval
 of the Shareholders, for appointment of, M/s. M/s. Sunil Mistry &
 Company, (Registration No.123435W) Chartered Accountants, as the
 Statutory Auditors of the Company, from the conclusion of the
 forthcoming Annual General Meeting till the conclusion of the
 twenty-seventh Annual General Meeting of the Company, on such
 remuneration as shall be fixed by the Board of Directors, as set out in
 the resolution included in Notice convening the Annual General Meeting
 of the Company.
 
 Secretarial Auditors-
 
 In accordance with Section 204 of the Companies Act, 2013 and the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014, the Company has appointed M/s. V. N. Deadhar & Co.Company
 Secretaries, to undertake the Secretarial Audit of the Company. The
 Secretarial Audit Report is set out in the Annexure C to this report.
 
 Comments on auditors'' report
 
 There are no qualifications, reservations or adverse remarks or
 disclaimers made by M/s. Vinay Gudi & Associates, Statutory Auditors,
 in their Auditor''s Report. M/s. V.N Deodhar & Co., Company Secretaries
 havequalified their Secretarial Audit Report for non-compliance in
 regards to appointment of Company Secretary. In this regard the Company
 would like to state that the Company is under the BIFR. It is searching
 for the right candidate and is hopeful of appointing a Company
 Secretary in the near future.
 
 The Auditors have not reported any incident of fraud to the Audit
 Committee of the Company in the year under review.
 
 Extract of Annual Return
 
 The details forming part of extract of Annual Return in form MGT  9 is
 annexed herewith as Annexure.D
 
 Management Discussion & Analysis Report and Report on Corporate
 Governance
 
 a) As per Clause 49 of the Listing Agreement with the Bombay Stock
 Exchange Limited, Corporate Governance Report and Management Discussion
 and Analysis Report are annexed and form part of the Directors'' report.
 (Annexure G & H respectively)
 
 Acknowledgements:
 
 Your Directors wish to place on record their sincere appreciation for
 the continuous support and co-operation received from customers,
 dealers, suppliers, financial institutions and others in successfully
 conducting the company''s business operations. Your Directors also wish
 to place on record their deep sense of appreciation for the commitment
 and dedicated service of the company''s employees. Your Directors also
 acknowledge with gratitude the encouragement and support extended by
 our valued shareholders.
 
                                 On behalf of the Board of Directors,
 
                                                          R.S. ARORA
 
                                                            Chairman 
 Place: Mumbai 
 
 Date : 30th July, 2015
Source : Dion Global Solutions Limited
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