મેટ્રિક્સ
 
 
રેફનોલ રેસિન ડિરેક્ટર્સ રિપોર્ટ, રેફનોલ રેસિન ડિરેક્ટર્સ દ્વારા રિપોર્ટ

રેફનોલ રેસિન

બીએસઈ: 530815  |  ઍનઍસઈ : N.A  |  ISIN: INE428C01011  |  Chemicals

શોધો રેફનોલ રેસિન કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
Dear Members,
 
 The Directors present their 34th Annual Report together with the
 Audited Financial Statements of Company for the year ended 31st March,
 2015. The Management Discussion and Analysis has also been incorporated
 into this report.
 
 01.  FINANCIAL RESULTS: (STANDALONE)
 
 The financial results of the Company for the year under review are as
 under: -
 
                                                           (Rs. In Lacs)
 
 Particulars                                     2014-15        2013-14
 
 Profit/(Loss) before Financial
 Costs and Depreciation                            59.51         (3.47)
 
 Less:- Interest & Financial                       95.08         109.71
 Charges
 
 Less:- Depreciation                                7.74          15.86
 
 Loss before tax                                 (43.31)       (129.04)
 
 Tax Expenses                                          -              -
 
 Short Provision of Tax in respect
 of earlier years                                      -              -
 
 Exceptional item -charge                              -          55.73
 
 Loss after tax                                  (43.31)       (184.77)
 
 Loss available for Appropriation                (43.31)       (184.77)
 
 
 02.  DIVIDEND
 
 In view of the accumulated losses, your Directors have not recommended
 any dividend for the year under review. Board of Directors sincerely
 hopes that members would appreciate and understand the situation for
 non-payment of Dividend.
 
 03.  TRANSFER TO RESERVES:
 
 Pursuant to provisions of Section 134(1) (j) of the Companies Act,
 2013, the company has not proposed to transfer any amount to general
 reserves account of the company during the year under review.
 
 04.  REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTUS
 
 Your Directors wish to present the details of Business operations done
 during the year under review:
 
 The period under review was a very challenging year; still your Company
 has performed quite well as compared to previous financial performance.
 
 a.  Consolidated Financial Performance:
 
 * Consolidated income for the year increased by 21.33% to Rs. 3752.96
 Lacs as compared to Rs. 3093.25 Lacs in 2014.
 
 * Consolidated net sales for the year were Rs. 3728.11 Lacs as compared
 to Rs. 3078.42 Lacs in 2014, growth of 21.10%.
 
 * Consolidated profit before tax and after tax for the year was Rs.
 32.05 Lacs as compared to (Rs. 146.16) Lacs loss in 2014.
 
 b.  Standalone Financial Performance:
 
 * Standalone income for the year increased by 29.43% to Rs. 2040.51
 Lacs as compared to Rs. 1576.55 Lacs in 2014.
 
 * Standalone net sales for the year were Rs. 2028.45 Lacs as compared
 to Rs. 1570.88 Lacs in 2014, growth of 29.13%.
 
 05.  INFORMATION ON STATE OF THE COMPANY''S AFFAIRS
 
 The Company is in the business of manufacture and marketing of textile
 chemicals, polyster resins and chemicals for laundry and garments wet
 process. It covers both domestic and international markets. All the
 products, services, different segments, including performance and
 business environment thereof have been covered in detail in the
 Management Discussion and Analysis Report separately which is the part
 of this Board Report and enclosed as Annexure - A.
 
 06.  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
 these financial statements relate on the date of this report.
 
 07.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings 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 B.
 
 Your Company understands and appreciates the responsibility and
 importance of conservation of energy and continuous to put efforts in
 reducing or optimizing energy consumption for its operations.
 
 08.  SAFETY, HEALTH AND ENVIRONMENT:
 
 a) Safety:
 
 The Company encourages a high level of awareness of safety issues among
 its employees and strives for continuous improvement. All incidents are
 analysed in the safety committee meetings and corrective actions are
 taken immediately. Employees are trained in safe practices to be
 followed at work place.
 
 b) Health:
 
 Your Company attaches utmost importance to the health of its employees.
 Periodic checkup of employees is done to monitor their health. Health
 related issues if any are discussed with visiting Medical Officer.
 
 c) Environment:
 
 Company always strives hard to give importance to environmental issues
 in normal course of operations. Adherence to Environmental and
 pollution control Norms as per Gujarat Pollution Control guidelines is
 of high concern to the Company.
 
 09.  CORPORATE SOCIAL RESPONSIBILITY INITIATIVES AND POLICY
 
 The Company has not implemented any Corporate Social Responsibility
 initiatives as the provisions of Section 135 of the Act and Rules made
 thereunder governing Corporate Social Responsibility are not
 applicable.
 
 10.  FINANCE
 
 Cash and Cash equivalent as at 31st March, 2015 was Rs. 55.70 Lacs.
 Interest and Fixed charges has decreased from Rs. 109.71 Lacs to Rs.
 95.08 Lacs. The company continues to focus on judicious management of
 its working capital.  Receivables, inventories and other working
 capital parameters were kept under strict check through continuous
 monitoring.
 
 10.1 PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS
 
 Details of loans, guarantees and investments covered under the
 provisions of section 186 of the Companies Act, 2013 are given in the
 notes to the financial statements.
 
 10.2 DEPOSITS
 
 The Company has neither accepted nor renewed any deposits falling
 within the purview of Section 73 of the Companies Act, 2013 read with
 Companies (Acceptance of Deposits) Rules, 2014 as amended from time to
 time, during the year under review and therefore details mentioned in
 Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to
 deposits, covered under Chapter V of the Act is not required to be
 given.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 
 There were no significant and material orders passed by any regulators
 and/or courts and tribunals which may have the impact on the going
 concern status and company''s operations in future.
 
 11.  INTERNAL FINANCIAL CONTROLS:
 
 The Board of Directors of the Company has laid down adequate internal
 financial controls which are operating effectively.  During the year,
 policies and procedures are adopted by the Company for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, safeguarding of its assets, the prevention and
 detection of its frauds and errors, the accuracy and completeness of
 the accounting records and the timely preparations of reliable
 financial information.
 
 12.  RELATED PARTY TRANSACTIONS
 
 All transactions entered into with the Related Parties as defined under
 the Companies Act, 2013 read with Clause 49 of the Listing Agreement
 were entered into during the financial year were on an arm''s length
 basis and were in the ordinary course of business. There are no
 materially significant related party transactions made by the Company
 with Promoters, Directors, Key Managerial Personnel or other designated
 persons which may have a potential conflict with the interest of the
 Company at large.
 
 All Related Party Transactions are placed before the Audit Committee as
 also the Board for approval. Prior approval of the Audit Committee is
 obtained on a quarterly basis for the transactions which are of a
 foreseen and repetitive nature.  The transactions entered into pursuant
 to the approval so granted are audited and a statement giving details
 of all rrelated party transactions is placed before the Audit Committee
 and the Board of Directors for their approval on a quarterly basis.
 
 The policy on Related Party Transactions as approved by the Board is
 uploaded on the Company''s website.
 
 The Details of the Nomination and Remuneration Committee and the said
 Policy have been provided under Corporate Governance Report, which
 forms part of this Annual Report.
 
 13.  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.
 
 There are no qualifications in the Statutory Auditor''s Report.
 
 However,
 
 * Company''s Net Worth has been fully eroded, due to accumulated losses.
 
 * The Company has incurred cash losses in the current financial year as
 well as in the preceding financial years.
 
 * Company''s Loss has decreased substantially from Rs. 184.77 Lacs in
 2013-14 to Rs. 43.31 Lacs in 2014-15, showing growth of 76.56% in
 profitability.
 
 * Company''s accounts were prepared on going concern basis.
 
 14.  EXTRACT OF ANNUAL RETURN
 
 In compliance with Section 92(3), Section 134 (3) (a) and rule 11 of
 the Companies (Management and Administration) Rules, 2014 the Extract
 of the Annual Return has been annexed with this board''s report in form
 MGT-9 as Annexure - C.
 
 15.  MEETINGS
 
 During the year Four Board Meetings and Four Audit Committee Meetings
 were convened and held. The Details of which are given in the corporate
 Governance Report which forms part of Annual Report. The intervening
 gap between the Meetings was within the period prescribed under the
 Companies Act, 2013.
 
 16.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 In accordance with the provisions of Section 134(5) of the Companies
 Act, 2013 the Board hereby submits its responsibility Statement
 that:
 
 1.  That in the preparation of the Accounts for the financial year
 ended 31st March, 2015; the applicable accounting standards have been
 followed along with proper explanation relating to material departures.
 
 2.  That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that were
 reasonable and prudent so as to give true and fair view of the state of
 affairs of the Company at the end of the financial year and of the
 Profit or loss of the Company for the year under review.
 
 3.  That 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.
 
 4.  Inspite of company''s net worth being fully eroded, the Directors
 have prepared the annual accounts on a going concern basis.
 
 5.  That proper internal financial control was in place and that the
 financial controls were adequate and were operating efficiently.
 
 6.  That system to ensure compliance with the provisions of all
 applicable laws was in place and was adequate and operating
 effectively.
 
 17.  SUBSIDIARY COMPANIES
 
 As on 31st March, 2015 following companies are the subsidiaries/step
 down Subsidiaries of the Company:
 
 17.1 REFNOL OVERSEAS LIMITED (ROL)
 
 RENOL OVERSEAS LIMITED was incorporated on 10th August 1994 and is
 limited by shares. The company holds a category 2 Global Business
 License issued under the Financial Services Act. The principal activity
 of the Company is that of investment holding. REFNOL OVERSEAS LIMITED
 (ROL) is subsidiary of Refnol Resins and Chemicals Limited (RRCL).
 
 17.2 TEXCARE MIDDLE EAST LLC (TCME)
 
 M/s TEX CARE MIDDLE EAST L.L.C. is a limited liability company,
 licensed by Economic Development Department, Government of Sharjah, in
 accordance to the Federal Company Law of 1984. The main activity of the
 company is processing and trading in cleansing detergents. TEXCARE
 MIDDLE EAST L.L.C. is represented by Mr. Shaikh Faisal Bin Khalid Bin
 Sultan AL Qasemi (51% of share holding) & M/s REFNOL OVERSEAS LTD.,
 MAURITIUS (49% of share holding)
 
 17.3 TEX CARE BAHRAIN W.L.L. (TCB)
 
 TEX CARE BAHRAIN W.L.L. was incorporated in the kingdom of Bahrain as a
 limited liability company with the Ministry of Industry & Commerce
 under the commercial registration number - 45414-01 dated 15 July 2000.
 The company is engaged in the business of import, export and sale of
 detergents, disinfectants, plastic manufacturing materials fiber
 optical reinforced. TEX CARE BAHRAIN W.L.L. (TCB) is subsidiary of
 Texcare Middle East LLC (TCME). TEX CARE BAHRAIN W.L.L (TCB),
 represented by Texcare Middle East LLC (49% of share holding) & Karan
 Anne Farangi Hinkly (51% of share holding). Operations of Texcare
 Bahrain W.L.L. (TCB) have been discontinued during fourth quarter of
 the year due to lack of viable business.
 
 The Company has prepared Consolidated Financial Statement in strict
 compliance with the applicable accounting standards and listing
 agreement(s) executed with the stock exchanges where the shares of the
 Company are currently listed. In compliance with Clause 32 of the
 Listing Agreement, audited consolidated financial statements form part
 of this annual report. The accounts of the Subsidiary Companies and the
 related detailed information will be made available to any shareholder
 of the holding as well as Subsidiary Companies seeking such information
 at any point of time and are also available for inspection by the
 members of the Company as well as Subsidiary Companies at the
 registered office of the Company and subsidiaries concerned.
 
 A separate statement containing the salient features of the financial
 statement of aforesaid subsidiaries is part of this Annual Report and
 given in Form AOC-1 and enclosed as Annexure - D.
 
 18.  DECLARATION OF INDEPENDENT DIRECTORS
 
 All the Independent Directors have submitted their declaration to the
 Board that they fulfill all the requirements as stipulated in Section
 149(6) of the Companies Act, 2013 so as to qualify themselves to be
 appointed as Independent Directors under the provisions of the
 Companies Act, 2013 and the relevant rules.
 
 19.  DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 The Board of Directors of your company has various executive and
 non-executive directors including independent directors who have wide
 and varied experience in different disciplines of corporate
 functioning.
 
 The Board of Directors had on the recommendation of the Nomination &
 Remuneration Committee designated Mr. Vikas Agarwal as Chief Financial
 Officer (CFO), of the Company and also approved the terms of
 remuneration, with effect from May 29, 2014. The Board has also
 approved appointment of Ms. Anu Rajput as Company Secretary (CS), of
 the Company along with the terms of remuneration with effect from
 August 8, 2014 during the period under review.
 
 Mr. Rajagopalan Sesha, a Non Executive Director of the Company had
 resigned from the Chairmanship of the Audit committee, however he
 continued to be a member of the committee. Mr. Bhalchandra Sontakke, an
 Independent Director, has been appointed as chairman of the Audit
 committee in place of Mr. Rajagopalan Sesha.
 
 In accordance with the provisions of the Companies Act 2013 and in
 terms of the Memorandum and Articles of Association of the Company,
 Mrs. Asha Khatau, (DIN:00063944) Director of the Company, who retires
 by rotation at the ensuing Annual General Meeting and being eligible,
 offers herself for re-appointment. Mrs. Asha Khatau holds Directorship
 in the following companies:
 
 a.  Asha Marine Products Private Limited
 
 b.  Emerald Capital Services Private Limited
 
 c.  Prism Plantations Private Limited
 
 d.  Indokem Limited
 
 None of the Directors is disqualified for appointment/re-appointment
 under Section 164 of the Companies Act, 2013. As required by law, this
 position is also reflected in the Auditors'' Report. The composition of
 the Board, meetings of the Board held during the year and the
 attendance of the Directors there at have been mentioned in the Report
 on Corporate Governance in the Annual Report.
 
 20.  PERFORMANCE EVALUATION
 
 Pursuant to the provisions of Section 134(3)(p) of the Companies Act,
 2013, Rules made thereof and Clause 49 of the Listing Agreement, the
 Board has Carried out an evaluation of its own performance, the
 directors individually as well as the evaluation of its Committees as
 per the criteria laid down in the Nomination, Remuneration and
 Evaluation policy.  Further the Independent directors have also
 reviewed the performance of Non -Independent directors and Board as a
 whole including reviewing the performance of the Chairperson of the
 company taken into account the views of Executive Directors and
 Non-Executive Directors vide their separate meeting which was held on
 February 13, 2015 at registered office of the Company. The said policy
 including above said criteria for the evaluation of the Board,
 individual directors including independent directors and the committee
 of the board has been laid down in the Corporate Governance Report,
 which forms part of this Annual Report.
 
 21.  DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE
 COMPANY PURSUANT TO SECTION 134(3)(e) AND SECTION 178(3):
 
 The Board of Directors of the Company in its meeting held on May 29,
 2014 constituted/renamed the Nomination and Remuneration Committee with
 the requisite terms of reference as required under Section 178 of the
 Companies Act, 2013 and other applicable provisions thereof in place of
 existing Remuneration Committee. The said Committee framed adopted and
 recommended the Nomination, Remuneration & Evaluation Policy vide its
 committee meeting dated November 14, 2014 and the said policy has been
 approved by the Board in its Board meetings which was scheduled on the
 same date i.e. November 14, 2014. The Details of the Nomination and
 Remuneration Committee and the said Policy have been provided under
 Corporate Governance Report, which forms part of this Annual Report.
 
 The Nomination and Remuneration policy as provided herewith pursuant to
 provisions of Section 178(4) of the Companies Act, 2013 and Clause
 49(IV)(B)(4) of the Listing Agreement, the same is enclosed herewith as
 Annexure - E. The policy is also available on our website at
 following link
 http://www.refnol.com/pdf/policy/policy-on-nomination-remuneration-
 and-evaluation.pdf
 
 22.  PARTICULARS REGARDING EMPLOYEES REMUNERATION
 
 The statement containing particulars of employees as required under
 Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014 are as under:
 
 a.  The ratio of remuneration of each director to the median employees
 remuneration of the Company for the FY 2014-2015
 
 
 Sr.  Name                  Designation               CTC
 No.
 
 1    Mr. Arup Basu         Managing Director        17.58
 
 
 Sr.  Name                  Median Employee Salary         Ratio
 No.
 
 1    Mr. Arup Basu                   1.84                9.54 : 1
 
 b.  The percentage increase in remuneration of each director, chief
 financial officer, chief executive officer, company secretary or
 manager, in the FY 2014-2015
 
 Sr. Name                       Designation                Remuneration
 No.                                                        Paid in FY
                                                               2013-14
                                                           (Rs. In Lacs)
 
 1   Mr. Arup Basu             Managing Director               17.50
 
 2   Mr. Vikas Agarwal         Chief Financial Officer          7.60
                              (CFO)
 
 3   Ms. Anu Rajput            Company Secretary                  NA
                              (CS)
 
 
 Sr. Name                    Remuneration                    Change % of
 No.                           Paid in FY     (Rs.In Lacs)     changes
                                  2014-15
                             (Rs. In Lacs)
 
 1   Mr. Arup Basu               17.58           0.06          0.34%
 
 2   Mr. Vikas Agarwal            7.89           0.29          3.82%
 
 
 3   Ms. Anu Rajput               1.50            NA             NA
 
 
 *  Mr. Vikas Agarwal designated as a CFO from May 29, 2014.
 
 *  Ms. Anu Rajput appointed as a CS from August 12, 2014.
 
 c.  The percentage increase in the median remuneration of employees in
 the FY
 
 Remuneration of           Remuneration of      Increase      Percentage
 2013-14(Rs.In Lacs)     2014-15(Rs.In lacs)
 
 1.71                      1.84                   0.13          7.64%
 
 d.  The number of permanent employees on the rolls of Company
 
 Name of the company        No. of Employees          No. of Employees
                               as on March              as on March
                                 31,2014                 31, 2015
 
 REFNOL RESINS AND                  93                      93
 CHEMICALS LIMITED
 
 
 Name of the company          % of change
                             during the year
 
 REFNOL RESINS AND                 0
 CHEMICALS LIMITED
 
 e.  The explanation on the relationship between average increases in
 remuneration and Company performances
 
 Particulars                             Financial          Financial
                                       year 2013-14        Year 2014-15
 
 Total Revenue                            1576.55            2040.51
 
 Profit/(Loss) Before Tax               (184.77)             (43.31)
 
 Profit/(Loss) After Tax                (184.77)             (43.31)
 
 Total Remuneration paid                  206.84             215.5
 
 
 Particulars                             % Change
 
 Total Revenue                             29.43%
 
 Profit/(Loss) Before Tax                  76.56%
 
 Profit/(Loss) After Tax                   76.56%
 
 Total Remuneration paid                    4.19%
 
 
 f.  Comparison of the remuneration of the key managerial personnel
 against the performance of the Company
 
                                                           (Rs. In Lacs)
 
 Particulars                                        14-15          13-14
 
 Remuneration of Key Managerial
 Personnel (KMP) during                             26.97          17.50
 
 financial year 2014-15
 (aggregated)
 
 Turnover                                         2028.45        1570.88
 
 Remuneration (as % of Turnover)                    1.33%          1.11%
 
 
 * Mr. Vikas Agarwal designated as CFO from May 29, 2014.
 
 * Ms. Anu Rajput appointed as CS from August 12, 2014.
 
 g.  Average percentile increase already made in the salaries of
 employees other than the managerial personnel in the last financial
 year and its comparison with the percentile increase in the managerial
 remuneration and justification thereof and point out if there are any
 exceptional circumstances for increase in the managerial remuneration
 
 
 Remuneration paid          Remuneration             % of Change in
 in to employee             paid to employee         remuneration paid
 excluding managerial       excluding                to employees
 personnel for the          managerial               excluding
 F Y 2013-14                personnel for the        managerial
                            F Y 2014-15              personnel
 
      181.74                   188.55                  3.75%
 
 
 Remuneration            Remuneration              % of Change
 paid to managerial      paid to managerial        remuneration paid
 personnel for the       personnel for the         to managerial
 F Y 2013-14             F Y 2014-15               personnel
 
     25.10                   26.97                  7.37%
 
 
 * Mr. Vikas Agarwal designated as CFO from May 29, 2014.
 
 * Ms. Anu Rajput appointed as CS from August 12, 2014.
 
 h.  The key parameters for any variable component of remuneration
 availed by the Directors There is no variable component in the
 remuneration availed by the Directors.
 
 i.  The ratio of remuneration of the highest paid directors to that of
 the employees who are not directors but receive remuneration in excess
 of the highest paid directors during the year
 
 There is no employee in the Company who receive remuneration in excess
 of the highest paid Director during the Year.
 
 The Company has not paid any remuneration attracting the provisions of
 Companies (Particulars of Employees) Rules, 1975 read with Companies
 (Appointment and Remuneration of Managerial Personnel) Rules 2014.
 Hence, no information is required to be appended to this report in this
 regard.
 
 23.  AUDITORS
 
 23.1 Statutory Auditors
 
 The Company''s Auditors, Messrs G.P. Kapadia & Co., Chartered
 Accountants, (Firm Registration No.104768w) who were appointed at the
 33rd (Thirty Third) Annual General Meeting of the Company, their
 continuance of appointment and payment of remuneration are to be
 confirmed and approved in the ensuing Annual General Meeting. The
 Company has received a certificate from the above Auditors to the
 effect that if they are reappointed, it would be in accordance with the
 provisions of Section 141 of the Companies Act, 2013. As required under
 Clause 49 of the Listing Agreement, the auditors have also confirmed
 that they hold a valid certificate issued by the Peer Review Board of
 the Institute of Chartered Accountants of India.
 
 The proposal for their re-appointment is included in the notice of the
 Annual General Meeting.
 
 23.2 Secretarial Auditors
 
 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 M/s Sandip Sheth &
 Associates, a firm of Company Secretaries in Practice to undertake the
 Secretarial Audit of the Company for the financial year 2014-2015. The
 Report of the Secretarial Audit Report is annexed herewith as Annexure
 - F.
 
 24.  INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
 
 There have been no instances of fraud reported by the Auditors under
 Section 143(12) of the Companies Act, 2013.
 
 25.  RISK MANAGEMENT
 
 Pursuant to the requirement of Clause 49 of the Listing Agreement, the
 Company has constituted a Business Risk Management Committee. The
 details of Committee and its terms of reference are set out in the
 Corporate Governance Report forming part of the Board''s Report.
 
 The Company has a robust Business Risk Management (BRM) framework to
 identify, evaluate business risks and opportunities. This framework
 seeks to create transparency, minimize adverse impact on the business
 objectives and enhance the Company''s competitive advantage.
 
 The business risk framework defines the risk management approach across
 the enterprise at various levels including documentation and reporting.
 The framework has different risk models which help in identifying risks
 trend, exposure and potential impact analysis at a Company level. Risk
 management forms an integral part of the Company''s Mid-Term Planning
 cycle. The key business risks identified by the Company and its
 mitigation plans are as under:
 
 25.1 Competition Risks:
 
 The Chemical Industry is becoming intensely competitive with the foray
 of new entrants and some of the existing players adopting inorganic
 growth strategies. To mitigate this risk, the Company is leveraging on
 its expertise, experience and it''s created capacities to increase
 market share, enhance brand equity / visibility and enlarge product
 portfolio and service offerings. It would also leverage on its
 Infrastructure, Commercial and Institutional Sales team to offer value
 to large customers.
 
 25.2 Occupational Health & Safety Risks:
 
 Safety of employees and workers is of utmost importance to the Company.
 To reinforce the safety culture in the Company, it has identified
 Occupational Health & Safety as one of its focus areas. Various
 training programmes have been conducted at the plants and sales units
 such as behavior based safety training program, Visible Safety
 Leadership program, Logistics Safety program etc. The accountability
 structure has also been strengthened with the introduction of OH&S
 competencies into the job descriptions of all Top Management, Line
 Management and Safety Professionals.
 
 25.3 Interest Rate Risk
 
 Refnol Resins and Chemicals Limited borrow funds from domestic markets
 to meet its short-term funding requirements. It is subject to risks
 arising from fluctuations in interest rates.
 
 25.4 Foreign Exchange Risk
 
 Refnol Resins and Chemicals Limited prepare its financial statements in
 Indian Rupee (INR), but most of the payables and receivables of
 Polyester resin and Textile Chemical are in US Dollars, GBP maximizing
 the cash flow risk on account of fluctuations in foreign exchange
 rates.
 
 25.5 Regulatory Compliance Risk
 
 The evolution of the global regulatory environment has resulted into
 increased regulatory scrutiny that has raised the minimum standards to
 be maintained by Refnol Resins and Chemicals Limited. This signifies
 the alignment of corporate performance objectives, while ensuring
 compliance with regulatory requirements.
 
 25.6 Risk Management Policy:
 
 The Company has a risk management policy which from time to time is
 reviewed by the Risk Management Committee of the Board of Directors.
 The policy is reviewed quarterly by assessing the threats and
 opportunities that will impact the objectives set for the Company as a
 whole. The policy is designed to provide the categorization of this
 into threats and its cause, impact, treatment and control measures. As
 part of the risk management policy, the relevant parameters for
 manufacturing sites are analysed to minimize risk associate with
 protection of environment, safety of operations and health of people at
 work and monitor regularly with reference to statutory regulations and
 guidelines define by the company. The company fulfills its legal
 requirement concerning ambition, waste water and waste disposal.
 Improving work place safety continued top priority at manufacturing
 site. The policy has been posted on the Company''s website
 www.refnol.com and also made available on the following link:
 http://refnol.com/ pdf/policy/risk-management-policy.pdf
 
 26.  DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
 MECHANISM/WHISTLE BLOWER
 
 The Audit Committee consists of the following members:
 
 a.  Mr. Bhalchandra Sontakke - Chairman
 
 b.  Mr. Rajagopalan Sesha - Director
 
 c.  Ms.  Hutoxy Dara Miller - Director
 
 d.  Mr. Arup Basu* - Director
 
 The above composition of the Audit Committee consists of majority of
 independent Directors.
 
 The Company has established a vigil mechanism and overseas through the
 committee, the genuine concerns expressed by the employees and other
 Directors. The Company has also provided adequate safeguards against
 victimization of employees and Directors who express their concerns.
 The Company has also provided direct access to the chairman of the
 Audit Committee on reporting issues concerning the interests of co
 employees and the Company.
 
 The Company has a vigil mechanism named whistle blower policy and vigil
 mechanism to deal with instance of fraud and mismanagement, if any. The
 details of the Policy is explained in the Corporate Governance Report
 and also posted on the website of the Company www.refnol.com
 
 *Mr. Arup Basu became a member of Audit Committee w.e.f. 12th August
 2014 V
 
 a.  Buy Back of Securities
 
 The Company has not bought back any of its securities during the year
 under review.
 
 b.  Sweat Equity
 
 The Company has not issued any Sweat Equity Shares during the year
 under review.
 
 c.  Bonus Shares
 
 No Bonus Shares were issued during the year under review.
 
 d.  Employees Stock Option Plan
 
 The Company has not provided any Stock Option Scheme to the employees.
 
 28.  INSURANCE
 
 All the properties and assets of the Company are adequately insured.
 
 29.  CODE OF CONDUCT
 
 The Company has laid down a Code of Conduct applicable to the Board of
 Directors and Senior management which is available on Company''s
 website. All Board members and senior management personnel have
 affirmed compliance with the Code of Conduct.
 
 30.  INSIDER TRADING POLICY
 
 As required under the new Insider Trading Policy Regulations of SEBI,
 your Directors have framed new Insider Trading Regulations and Code of
 Internal Procedures and Conducts for Regulating, Monitoring and
 Reporting of Trading by Insider. For details please refer to the
 company''s website on following link
 http://www.refnol.com/pdf/policy/code-of- insider-trading.pdf
 
 31.  CORPORATE GOVERNANCE
 
 Pursuant to the clause 49 of the Listing Agreement, a separate section
 forming part of this report and titled as Corporate Governance is
 attached herewith as Annexure - G.
 
 32.  DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 In line with the requirements of the Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
 Company has set up Internal Complaints Committees at its workplaces to
 redress complaints received regarding sexual harassment. No complaints
 have been reported during the financial year 2014-15. All employees
 (permanent, contractual, temporary, trainees) are covered under this
 policy.
 
 33.  CHANGE IN THE NATURE OF BUSINESS
 
 There is no change in the nature of the business of the Company during
 the financial year 2014-15.
 
 34.  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations. The scope and authority of the
 Internal Audit (IA) function is defined in the Internal Audit Charter.
 To maintain its objectivity and independence, the Internal Audit
 function reports to the Chairman of the Audit Committee of the Board.
 
 The Internal Auditor monitors and evaluates the efficacy and adequacy
 of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies of the Company.
 Based on the report of internal audit function, process owners
 undertake corrective action in their respective areas and thereby
 strengthen the controls.  Significant audit observations and corrective
 actions thereon are presented to the Audit Committee of the Board.
 
 35.  DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION
 149(6) OF COMPANIES ACT, 2013
 
 Presently the Company has Three Independent and Non- Executive
 Directors namely Mr. Bhalchandra Sontakke, Mr.  Rajagopalan Sesha and
 Mrs. Hutoxy Dara Miller who have given declaration that they meet the
 eligibility criteria of independence as provided in sub-section (6) of
 Section 149 of the Companies Act, 2013.
 
 36 DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
 
 Directors of the Company viz. Mr. Mahendra Kishore Khatau and Mrs. Asha
 Khatau are related to each other in accordance with Section 2 (77) of
 the Companies Act, 2013 and Rule 4 of the Companies (Specification of
 Definitions Details) Rules, 2014. They are husband and wife.
 
 38.  DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF
 THE COMPANIES ACT, 2013
 
 No material changes and commitments, have taken place between the end
 of the financial year of the company to which the balance sheet relates
 and the date of report, which affects the financial position of the
 Company.
 
 39.  ENHANCING SHAREHOLDERS VALUE
 
 Your Company believes that its Members are among its most important
 stakeholders. Accordingly, your Company''s operations are committed to
 the pursuit of achieving high levels of operating performance and cost
 competitiveness, consolidating and building for growth, enhancing the
 productive asset and resource base and nurturing overall corporate
 reputation. Your Company is also committed to creating value for its
 other stakeholders by ensuring that its corporate actions positively
 impact the socio-economic and environmental dimensions and contribute
 to sustainable growth and development.
 
 40.  CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements of the Company prepared in
 accordance with relevant Accounting Standards (AS) issued by the
 Institute of Chartered Accountants of India form part of this Annual
 Report.
 
 41.  CAUTIONARY STATEMENT
 
 Statements in the Board''s Report and the Management Discussion &
 Analysis describing the Company''s objectives, expectations or forecasts
 may be forward-looking within the meaning of applicable securities laws
 and regulations.  Actual results may differ materially from those
 expressed in the statement. Important factors that could influence the
 Company''s operations include global and domestic demand and supply
 conditions affecting selling prices of finished goods, input
 availability and prices, changes in government regulations, tax laws,
 economic developments within the country and other factors such as
 litigation and industrial relations.
 
 42.  LISTING
 
 Your company''s shares are listed with The Bombay Stock Exchange,
 Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai. (Stock
 Code: - 530815). The Company has already paid Annual Listing fees of
 The Stock Exchange, Mumbai for the ensuing financial year.
 
 43.  ACKNOWLEDGEMENT
 
 Your Directors record their appreciation of the Co-operation and
 assistance extended by Financial Institutions, Banks and Government
 Authorities as well as valued customers from time to time. They also
 record their appreciation of the devoted services rendered by the
 Executives, Staff Members and Workers of the Company.
 
                            For and on behalf of the Board of Directors,
                                                    Mahendra. K. Khatau
 Place: Mumbai                                                (Chairman)
 Date : 10th August, 2015                                  DIN: 00062794
સ્તોત્ર: રેલીગેર ટેકનોવા


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