Refnol Resins & Chemicals Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2015

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

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Mar 31, 2014

Dear Members,

The Directors present their 33rd Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March, 2014.

1) FINANCIAL RESULTS:

The financial results of the Company for the year under review are as under:-

(Rs. in lacs)

Particulars 2013-14 2012-13

Profit/(Loss) before Financial Costs and Depreciation (3.47) 39.66

Less:- Interest & Financial Charges 109.71 124.82

Less:- Depreciation 15.86 15.27

loss before tax (129.04) (100.43)

Tax Expenses - -

Short Provision of Tax in respect of earlier years - -

Exceptional item -charge 55.73 -

Loss After Tax (184.77) (100.43)

Loss available for Appropriation (184.77) (100.43)

2) OPERATIONS:

During the year, your company achieved turnover of Rs. 1570.88 Lacs which shows a decrease around 17.29% compared to previous year of Rs. 1899.35 Lacs. Due to economic slowdown and poor market condition and stiff competition your Company''s year to year sales and margins went downward in the financial year 2013-14. Exports including deemed exports decreased by 27.00% from Rs. 713.13 Lacs to Rs. 520.03 Lacs. Further other Income for the year ended on 31st March, 2014 has decreased from Rs. 10.91 Lacs to Rs. 5.67 Lacs.

Your company was not able to earn a profit this year because of sharp increase in the price of raw materials leading to lower margins as well as lower sales.

3) MARKETING AND EXPORTS:

The textile and garment industry both in India and worldwide are in the grip of a sharp down turn in demand. To counter this, strenuous efforts have been made by the company to widen its customer base and strengthen its presence in new markets at home and abroad.

Despite the critical situation in the international market and economic slowdown, your company with its great efforts, was able to achieve exports of Rs. 520.03 Lacs.

The company will continue its efforts to increase sales in both export and domestic markets this year and is making every effort to increase business in high value added products in the various business areas.

The company and its diverse range of products enjoys the loyalty of a large number of customers both in India and overseas and is confident of being able to increase business and profitability during the current year.

4) DIVIDEND:

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956.

6) DIRECTORS:

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.

Mr. Mahendra Kishore Khatau (DIN: 00062794), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Ms. Hutoxy Dara Miller (DIN: 02667258), Mr. Rajagopalan Sesha (DIN: 00289643) & Mr. Bhalchandra Gopinath Sontakke (DIN: 01225753), as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 01, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Your directors recommend the re-appointment of these directors.

7) INSURANCE:

All the insurable assets of the company including Plant & machinery, Buildings and Inventories are adequately insured.

8) SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary/ies. Further, the Company has decided to take benefit of MCA''s circular no. 51/12/2007-CL-III dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

9) CORPORATE GOVERNANCE:

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, along with auditors'' certificate on its Compliance by the Company, forms part of this report.

10) DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed:

1. That in the preparation of the Accounts for the financial year ended 31st March, 2014; 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

11) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

12) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Appendix ''II'' forming part of this Report.

13) LISTING:

Your company''s shares are listed with The 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.

14) AUDITORS AND AUDITORS'' REPORT:

The present Auditors of the Company M/s. G. P. Kapadia & Co., Chartered Accountants (Firm No. 104768 w), retires at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/S. G. P. Kapadia & Co., Chartered Accountants, as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of Thirty Sixth AGM to be held in the year 2017, subject to ratification of his appointment at every subsequent AGM. The Company has received confirmation that his appointment will be within the limits prescribed under section 141 of the Companies Act, 2013. The Audit Committee of the Board has recommended his re-appointment. The necessary resolution is being placed before the shareholders for approval.

The Auditors Report and the notes to the Accounts being self-explanatory, no further explanation is required.

15) COST AUDIT REPORT:

The Government has stipulated Cost Audit of the Company''s records in respect of chemical industries. M/s Kiran J. Mehta & Co., Cost Accountants have carried out this audit. Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules. 2014, the board has appointed said cost auditor for F.Y. 2014-15.

16) COMPLIANCE REPORT:

In accordance with Section 383A of the Companies Act, 1956, the Company has obtained a Certificate from Company Secretary in the whole time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 or Companies Act, 2013, wherever applicable as mentioned in the Certificate, and a copy of such certificate is annexed to this report.

17) 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 :29th May, 2014 (DIN: 00062794)

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Mar 31, 2013

To, The Members of Refnol Resins and Chemicals Limited. Mumbai.

The Directors present their 32nd Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2013.

1) FINANCIAL RESULTS:

The financial results of the Company for the year under review are as under: -

(in lacs)

Particulars 2012-13 2011-12

Profit/(Loss) before Financial Costs and Depreciation 39.66 (62.24)

Less:- Interest & Financial Charges 124.82 145.60

Less:- Depreciation 15.27 15.41

Profit/(loss) before tax (100.43) (223.25)

Tax Expenses - -

Short Provision of Tax in respect of earlier years - (0.43)

Profit/(loss) after tax (net loss) (100.43) (223.68)

Profit/(Loss) available for Appropriation (100.43) (223.68)

2) OPERATIONS:

During the year, your company achieved turnover of Rs. 1899.35 Lacs which shows a slight increase around 1% compared to previous year of Rs. 1887 Lacs. Despite a slowdown in the economy and stiff competition your company was able to maintain its position in the market. Exports increased by 9.36% from Rs. 652.07 Lacs to Rs. 713.13 Lacs which shows the improvement of your Company''s position in the international market. Further other income for the year ended on 31st March 2013 has increased 32.89% from Rs. 8.21 Lacs to Rs. 10.91 Lacs.

Your company was not able to earn profit this year because of marginal rise in interest and financial charges and also because of sharp increase in the price of raw materials. The company was however able to reduced its losses as compared to the previous year.

3) MARKETING AND EXPORTS:

The textile and garment industry both in India and worldwide continue to be in the group of a sharp down turn in demand. To counter this, strenuous efforts have been made by the company to widen its customer base and strengthen its presence in new markets at home and abroad.

Despite such a critical situation in the international market, your company was able to increase its exports from Rs 652.07 Lacs to Rs 713.13 Lacs which shows an increase of 9.36% as compared to the previous year.

The company will continue its efforts to increase the sales in both export and domestic markets in this year and is making every effort to increase business in the high value added products in its various business areas.

The company strives its best to market its products in India and abroad and enjoys the loyalty of a large group of reputed customers for its various products. Extra efforts are being put in to increase the sales of textile chemicals, laundry and garment processing chemicals with a view to maximizing value added and restore profitability.

4) DIVIDEND:

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

5) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956.

6) DIRECTORS:

During the year Mrs. H D Miller was appointed as an Additional Director on the Board of Directors of the Company w.e.f. 10th December, 2012 who holds office till the ensuing Annual General Meeting.

During the year, Ms. Devaki J. Jariwala resigned as a Director of the Company w.e.f. 15th June, 2012. The member of the Board expressed their sincere gratitude for the contribution rendered by her during her tenure of office as director.

Mr. Balchandra Gopinath Sontakke and Mrs. Asha M Khatau Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment.

7) INSURANCE:

All the insurable assets of the company including Plant & machinery, Buildings and Inventories are adequately insured.

8) SUBSIDIARY COMPANY:

Pursuant to Accounting Standard AS 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of its subsidiary/ies. Further, th''e Company has decided to take benefit of MCA''s circular no. 51/12/2007-CL-lll dated 8th February 2011 for exemption in respect of mandatory attachment of balance sheet of subsidiary company U/s 212 of the Companies Act, 1956. The Annual Accounts of the Subsidiary company are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

9) MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Your company manufactures textile sizing chemicals and auxiliaries, garment wash and laundry chemicals and polyester resins at Plot No. 23, Phase-Ill, G.I.D.C, Naroda, Ahmadabad, Gujarat. The company caters to both the domestic and international markets. The product range finds application in textile industry, garment processing industry and composites industry. The company has a marketing and distribution network for these chemicals with full technical service break-up. Rapid growth is expected in both the textile chemical and garment chemicals business and steps are being taken to strengthen and deeper the distribution and sales network of the Company.

10) CORPORATE GOVERNANCE:

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, along with auditors'' certificate on its Compliance by the Company, forms part of this report.

11) DIRECTORS'' RESPONSIBILITY STATEMENT:

It is hereby confirmed:

1. That in the preparation of the Accounts for the financial year ended 31st March 2013; 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

12) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the company''s employees at all levels.

The Company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence, no information is required to be appended to this report in this regard.

13) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Appendix ''II'' forming part of this Report.

14) LISTING:

Your company''s shares are listed with The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai. (Stock Code: - 530815). The Company has already paid Annual Listing fees of The Stock Exchange, Mumbai for the ensuing financial year.

15) AUDITORS AND AUDITORS'' REPORT:

The present Auditors of the Company M/s. G. P. Kapadia & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

The Auditors Report and the notes to the Accounts being self-explanatory, no further explanation is required.

16) COMPLIANCE REPORT:

In accordance with Section 383A of the Companies Act, 1956, the Company has obtained a Certificate from Company Secretary in the whole time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 as mentioned in the Certificate, and a copy of such certificate is annexed to this report.

17) 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,

Place : Mumbai Mahendra K. Khatau

Date :30th May 2013 Chairman

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Mar 31, 2010

The Directors present their Twenty-Nineth Annual Report together with the Audited Statement of Accounts of Company for the year ended 31st March 2010.

1) FINANCIAL RESULTS:

The financial results of the Company for the year under review are as under: -

(Rs. in lacs)

Particulars 2009-10 2008-09

Profit before Interest and Depreciation 162.45 236.54

Interest & Financial Charges 74.34 78.30

Depreciation 14.77 18.39

Profit before tax 73.34 139.85

Provision for Fringe Benefit Tax - 4.50

Profit after tax 73.34 135.35

Profit available for Appropriation 73.34 135.35

Balance brought forward from previous year (354.97) (490.32)

Balance carried to Balance Sheet (281.63) (354.97)

2). OPERATIONS:





Turnover increased by 6% to 2539.80 lacs. This was mainly due to increase in the polyester resin business, riding on the back of strong growth in the infrastructure and construction industries. This compensated for the drop in salea of the relatively higher margin textile and garment processing chemicals, due to the effects of continuing global recession in ihis sector and consequently the decline in overall profitability due to the changed sales mix.

3) MARKETING AND EXPORTS:

The company continues to vigorously market its products in India and abroad and enjoy the loyalty of a large group of customers for its various products. Exports in 2009-10 were slightly lower at Rs. 598.96 lacs compared to Rs. 716 lacs for the previous year while sales overall increased due to higher demand for the resins. While maintaining the growth of the polyester resin business, extra efforts are being put in to increase the sales of textile chemicals with a view to restore and increase profitability.

4) DIVIDEND:

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

5) REVIVAL SCHEME:

Company ceases to be a sick company within the meaning of section 3 (1) (o) of the Sick Industrial Companies (special provisions) Act, 1985 as per decision of BIFR in its meeting held on 20.04.10 effective from 31st March 2010.

6) DEPOSITS:

Your Company has not accepted any public deposit within the meaning of the provisions of Section 58A of the Companies Act, 1956.

7) DIRECTORS:

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.

Mr. Bhalchandra Gopinath Sontakke and Mrs. Asha M. Khatau, Directors of the company, retires by rotation at the forthcoming Annual General Meting and being eligible, offers themselves for re-appointment.

8) INSURANCE:

All the insurable assets of the company including Plant & machinery, Buildings and Inventories are adequately insured.

9) SUBSIDIARY COMPANY:

Pursuant to the requirements of Section 212 of the Companies Act, 1956 the Annual Accounts of the Companys subsidiary- viz., Refnol Overseas Limited for the period ended 31st March 2010 is annexed together with the statement showing the extent of the Companys interest therein.

10) Change in Registrar and Transfer Agent:

Company has appointed M/s. Sharepro Services (India) Pvt. Ltd. as companys New RTA w.e.f from 25th February 2010 consequent upon the directions of SEBI to discontinue the license of companys existing RTA (Registrar and Share Transfer Agent).

11) MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

Your company manufactures textile sizing chemicals and auxiliaries, garment wash and laundry chemicals and polyester resins at Plot No. 23, G.I.D.C, Naroda, Ahmedabad, Gujarat. The company caters to both the domestic and international markets. The product range finds application in textile industry, garment processing industry and composites industry. The company has a marketing and distribution network for these chemicals with full technical service break-up. Rapid growth is expected in the textile chemical, garment chemical and polyester resin businesses steps are being taken to strengthen and deepen the distribution and sales network of the Company.

12) CORPORATE GOVERNANCE:

Your company has taken adequate measures to ensure that the provision of corporate Governance as prescribed under clause 49 of the listing agreement with stock exchanges are complied with. A detailed report as per Appendix-I on corporate governance, along with auditors certificate on its Compliance by the Company, forms part of this report.

13) DIRECTORS RESPONSIBILITY STATEMENT:

It is hereby confirmed:

1. That in the preparation of the Accounts for the financial year ended 31 st March 2010; 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

14) EMPLOYEES:

Relations between the employees and the management continued to be cordial during the period under review. The Directors hereby place on record their appreciation for the efficient services rendered by the companys employees at all levels.

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are given as under:

Employed throughout the period under review and were in receipt of remuneration for the year, in aggregate not less than Rs. 24,00,000/- and employed for part of the year and were in receipt of remuneration at the rate of not less than Rs.

2,00,000/- p.m. in terms of Section 217 (2A) (ii).





A Name of the Employee Mr. Amp Basu

B Designation of the employee Managing Director

C Remuneration Received Rs. 26,02,000/-

D Nature of Employment, Whether contractual or otherwise Permanent

E Other Terms and Condition None

F Nature of Duties of the Employee General Corporate Management

G Qualification B. Tech in Chemical Engineering and MBA

H Experience in years 30 years

I Date of commencement of employment __

J Age of the employee 55 years

K Last employment __



Notes:



Remuneration hereby includes salary, allowances, value of perquisites and Companys contribution towards provident and superannuation funds. In addition, employee is entitled to gratuity in accordance with the Companys rule.

Mr. Arup Basu has adequate experience to discharge the responsibilities assigned to him.

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Statement giving Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and out-go, in terms of Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars) Rules, 1988 is given in Appendix II forming part of this Report.

16) LISTING:

Your companys shares are listed with The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Towers, Dalai Street, Fort, Mumbai (Stock Code : - 530815). The Company has already paid Annual Listing fees of The Stock Exchange, Mumbai for the ensuing financial year.

17) AUDITORS AND AUDITORS REPORT:

The present Auditors of the Company M/s. G. P. Kapadia & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

The Auditors Report and the notes to the Accounts being self-explanatory, no further explanation is required.

18) COMPLIANCE REPORT:

In accordance with Section 383A of the Companies Act, 1956, the Company has obtained a Certificate from M/s. Sandip Sheth & Associates, Company Secretary in the whole time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 as mentioned in the Certificate, and a copy of such certificate is annexed to this report.

19) 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,

Date : May 31st, 2010 Mahendra K. Khatau

Place :Mumbai Chairman