You are here » Home » Companies » Company Overview » Fineotex Chemical Ltd

Fineotex Chemical Ltd.

BSE: 533333 Sector: Industrials
NSE: FCL ISIN Code: INE045J01026
BSE 15:56 | 27 Mar 2018 Fineotex Chemical Ltd
NSE 05:30 | 01 Jan 1970 Fineotex Chemical Ltd
OPEN 60.95
VOLUME 64176
52-Week high 106.05
52-Week low 23.50
P/E 30.66
Mkt Cap.(Rs cr) 678
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.95
CLOSE 59.25
VOLUME 64176
52-Week high 106.05
52-Week low 23.50
P/E 30.66
Mkt Cap.(Rs cr) 678
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Fineotex Chemical Ltd. (FCL) - Director Report

Company director report

Your Directors hereby present their Twelfth Annual Report together with the AuditedStatement of Accounts of the Company for the year ended 31st March 2015.


Standalone Income for the year increased to Rs. 6980.65 Lakhs as compared to Rs.5720.88 lakhs in 2013-14 an increase of 22.02%. Standalone Profit After Tax forthe yearwasRs. 1120.08 Lakhs as against Rs. 580.86 lakhs for 2013-14 - an increase of 92.83%

Earnings per share of Rs. 10 was Rs. 4.99 for the year as against Rs. 2.59 for 2013-14an increase of 92.66 % Consolidated Income for the year increased to Rs. 10651.96 Lakhsas compared to Rs.8946.40 lakhs in 2013-14- an increase of 19.06% Consolidated Profitafter Tax for the year was Rs. 1459.49 Lakhs as against Rs.781.88 lakhs for 2013-14anincrease of 86.73%.


(Rs. in Lakhs)



Year ended 31-3-2015 Year ended 31-3-2014 Year ended 31-3-2015 Year ended 31-3-2014
Total Income (net of Excise duty) 6980.65 5720.88 10651.95 8946.40
Less: Expenditure 5373.07 4863.04 8549.39 7763.58
Less: Depreciation 44.10 20.69 50.11 26.20
Less: Finance Costs 22.42 34.27 32.68 40.21
Net Profit before Tax 1541.06 802.88 2019.77 1116.40
Provision for Tax (including short provision for Previous Year) 420.98 222.02 560.28 334.53
Profit after tax 1120.08 580.86 1459.49 781.88
Dividend on Equity Shares 112.30 56.15
Tax on Dividend 11.39 (8.88)


Your Directors have recommended a dividend of Rs 0.50 per equity share (Last year Rs.0.50 per share) for the year ended 31st March 2015. The dividend of Rs.0.50per share will be paid on the increased number of shares after the allotment of bonusshares. The dividend will be paid to the members whose names appear in the register ofmembers as on 28th September 2015. In case of shares held in dematerialisedform the same will be paid to members whose names are furnished by National SecuritiesDepository Limited and Central Depository Services (India) Limited as beneficial owners ason that date. The dividend is free from Income Tax in the hands of the shareholders. Anamount of Rs. 123.69 Lakhs (Previous Year Rs. 47.27 lakhs) have been appropriated from theProfit towards Dividend and Dividend Distribution Tax.


The Authorised Share Capital of the Company was increased from Rs. 1300 lakhs to Rs.2300 lakhs with your approval through the Postal Ballot. The Paid-up Capital wasincreased from Rs. 1122.98 lakhs to Rs. 2245.96 lakhs on account of issue of one fullypaid equity share ofRs. 10 each for every equity share held on the record date fixed forthis purpose.

After the year end the Company has proposed to split each equity share of Rs. 10/- eachinto 5 equity shares of Rs. 2/- each. The Consent of the Shareholders has been obtained byway of Postal Ballot. The Board in due course would authorise a Corporate Action to giveeffect to the resolution After giving effect to the said resolution the Paid-up ShareCapital of the Company will continue to be Rs. 2245.96 lakhs but divided into 1122.98lakhs equity shares of Rs.2/- each.


The Company has exceeded the targets fixed for the year. There was a growth of 10% involume 12% in value and 93% in profits - all three parameters of an inclusive growth. Thevolume growth shows the rising penetration of the company’s products even theeconomic signs of are still not distinctly visible. Value growth above volume is anindication of increase in the qualitative acceptance of the products. The growth inprofits is the result of the endorsement of the Company’s products and businessethics which has resulted in better margins. This is the result of the adherence of themanagement to its vision of providing quality product not by chance but dependability.

The economic scenario is expected to improve which would benefit the economy as awhole. The Company is geared up to take advantage on the national as well as internationallevel. Its commitment to innovate and provide quality products on which the consumers candepend has been getting an increasing acceptance amongst its growing customers list. Thislist is expanding geographically and the Company is taking steps to put the necessarysteps in place. Barring unforeseen circumstances the Company along with its subsidiariesexpects to replicate the performance in the coming years.


The Company continues to meticulously focus on judicious management of its workingcapital. The stress is on the individual parameters of the working capital as well as intotality. The Company has repaid the loan taken to invest in Malaysian subsidiary in April2015 and has become almost a zero debt company.


a. Foreign Subsidiaries :

Fineotex Malaysia Limited (FML) a Limited Company was incorporated in Labaun Malaysiain 2011. FML in turn had controlling interest in 3 other companies in Malaysia that haveestablished manufacturing and trading activities. These Companies are BT Biotex Sdn BhdBT Chemicals Sdn Bhd and Rovatex Sdn Bhd. Their turnover is higher than the parentcompany. The synergy of the businesses has helped all the companies.

Fineotex Specialities FZE was incorporated in UAE on 25th January 2015.

b. Indian Subsidiaries :

FCL Landmarc Private Limited and Manya Steels Private Limited are the two fully ownedIndian subsidiaries. FCL Landmarc Private Limited was incorporated to pursueCompany’s activities in the reality sector. Manya Steels Private Limited (Manya) wasacquired for diversification The activity level in both the Companies is at a preliminarylevel and would commence commercial operations in the future. None of the IndianSubsidiaries is a material Subsidiary.


The Consolidated Financial Statements of the Company along with its subsidiaries - bothforeign and Indian - for the year ended 31st March 2015 form part of thisAnnual Report. The same are prepared as per the applicable Accounting Standards prescribedin this regard and as required by the Listing Agreements.


The Company has not accepted any deposits from the public or the shareholders duringthe year or in the previous year. Security Deposits have been taken from the customers asa security against dues for goods sold to them and are not in the opinion of the Boardin the nature of Public Deposits. Loans & Advances given to Subsidiaries are disclosedin the financial statements as required under the Accounting Standards and ListingAgreements.


The details of Loans given to its subsidiaries and has made investments in Mutual Fundsand Equity shares during the year are given in Annexure ‘1’ forming part of thisreport.


The Transactions with the related parties entered during the year were in the course ofbusiness as followed for several years and in line with those approved in earlier years bythe statutory authorities as required by the earlier law and were in force till end

of March 2015. The shareholders have also given the approval to these contracts andtransactions at the 11th Annual General Meeting of the Company held on 23rdSeptember 2014. These have been disclosed in the financial statements as well as per theListing requirements. Approval of shareholders is also sought for certain modification andratification as in the notice of the meeting.

Details of related party transactions are given in Annexure ‘2’ as put in thenotice of the the details as per AOC-2


Changes were made to the Board as required under the Companies Act 2013 and therequirements of the Listing Agreement effective 1st October 2014. As requiredby section 149 of the Companies Act 2013 Mr Manmohan Mehta and Mr. Alok Dhanuka wereappointed as Independent Director and Mrs Ritu Gupta as Lady Director at the 11thAnnual General meeting held on 23rd September 2014.

Mr. Navin Mittal is proposed to be appointed as Independent Director as per Section 149of the Companies Act. The Company has received the necessary declaration from him givinghis willingness and consent for appointment. The Board recommends his appointment asIndependent Director for a period of five years. Messers Manmohan Mehta Alok Dhanuka andNavin Mittal are the three Directors on the Board of the Company as per the ListingAgreements with the Stock Exchanges. As per the provisions of Section 149 of the CompaniesAct 2013 at least one third of the Board should have independent Directors as definedunder the section.

Mrs Ritu Gupta was appointed as a Director at the last Annual General Meeting. Herappointment meets the criteria of having at least one Lady Director on the Board of theCompany. She is related to the Whole-time Directors of the Company and therefore aNon-Independent Director liable to retire by rotation. As per the norms Mrs Ritu Gupta isliable to retire by rotation at the ensuing Annual General Meeting and being eligible sheoffers herself for re-appointment.


The Board of Directors of the Company met seven times during the financial year. Thedetails of various Board Meetings are provided in the Corporate Governance Report.


Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

a) Mr. Surendrakumar Tibrewala - Chairman & Managing Director

b) Mr. Sanjay Tibrewala - Whole-time Director & Chief Financial Officer

c) Mr. A V Nerurkar - Company Secretary

None of the KMP has resigned during the year under review.

Particulars of Employees and related disclosures

None of the employees were in receipt of remuneration of more than Rs. 6000000 duringthe year ended 31st March 2015 or more than Rs. 500000 per month during anypart of the year.

Disclosure with respect to the remuneration of Directors KMPs and employees asrequired under section 197 of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure ‘3’ to this Report.


Messrs UKG Associates the auditors of the Company bearing ICAI Registration No FirmRegistration No. 123393W were appointed at the last General Meeting as Auditors for aperiod of five years - i.e. till the conclusion of 16th Annual General Meetingto be held in 2019. As per the provisions of Section 139 of the Companies Act 2013 andRules made there under their appointment is to be ratified at each Annual GeneralMeeting. The Audit Committee has recommended their reappointment which the Board hasaccepted. Board recommends their appointment. Your approval is required to ratify theirappointment for 2015-16 and fix their remuneration for the said year.


As per section 138 of the Companies Act 2013. The Company internal control systems aremanned by internal audit staff who work as per the directions of the Audit Committee. TheBoard and Audit Committee review from time to time the requirements of control andrecommend necessary changes to strengthen them.


The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.


The Cost Audit Branch (CAB) of the Ministry of Corporate Affairs have issued CAB Orderdated 24th January 2012 making the products of the Company liable to Cost Audit underSection 148 of the Companies Act 2013. That Order applied to accounting periodscommencing on or after 1st April 2012. The Board has therefore recommended the name ofM/s V J Talati & Co. as Cost Auditors of the Company. The Board appointed them for2014-15 and informed the Government accordingly. The shareholders also gave their approvalfor remuneration to be paid to them. With the notification of Companies (Cost Records andAudit) Rules 2014 the Company is advised that it is not liable to Cost Audit since theturnover as per standalone financial statements of the Company is below Rs. 100 crores.


As per Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 it is mandatory for the Listed Companylike yours to have the secretarial records audited. As informed to you last year theBoard of Directors had appointed HS Associates Company Secretaries as SecretarialAuditors for 2014-15. They have presented the report which forms part of this Report andis attached as Annexure ‘4’.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.


In line with the principles of transparency and consistency your company has adoptedthe Nomination and Remuneration Policy which inter alia include criteria for determiningqualifications positive attributes and independence of a Director. The Remunerationpolicy is set out in the Annexure ‘5’ to the Director’s Report and is alsoavailable on the Company’s website.


The Board has carried out an annual evaluation of it performance the performanceevaluation of Audit Committee was also carried out.

The Evaluation of Board and its findings were shared individually with the BoardMembers. The Directors expressed their satisfaction with the evaluation process.


The Companies Act 2013 its Section and the Schedule thereto mandates that your Companyspends at least 2% of its average last 3 years net after tax profit on Corporate SocialActivities and explained therein. This was the first year of compliance for your Companyand hence there was lack of clarity about the rules of implementation. The Company hasformed a Committee which has gone through the requirements and decided to carry out thesame through the Trust who carry out these activities. The Company had to Spend Rs. 14.46Lakhs in 2014-15. However it has spent only Rs. 5 Lakhs till 31st March 2015.The shortfall was due to lack of clarity with regard to spending the amount. The shortfallwill be made good during the 2015-16. The details are given in a separate Annexure‘6’ to this Report.


As per the requirements of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. The details of the same form part of theCorporate Governance Report. The business of the Company is in a continuous evolving stagewith new products their development launch and marketing. The Risk Management Committeeis developing various aspects so as to be able to minimise the risk in all spheres of theCompany’s business from finance human resources to business strategy growth andstability.


The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.


Information as required by the provisions of Section 134 of the Companies Act 2013read with Companies (Accounts) Rules 2014 is annexed and forms part of this report. ReferAnnexure A.


The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under the policy.

The following is a summary of sexual harassment complaints and disposed off during theyear 2014-15.

No of Complains received; NIL No of Complaints disposed off: NIL.


After the year end the Company has proposed to split each equity share of Rs. 10/- eachinto 5 equity shares of Rs. 2/- each. The Consent of the Shareholders has been obtained byway of Postal Ballot. The Board in due course would authorise a Corporate Action to giveeffect to the resolution. After giving effect to the said resolution the Paid-up ShareCapital of the Company will continue to be Rs. 2245.96 lakhs but divided into 1122.98lakhs equity shares of Rs.2/- each. If the splitting process is completed before theapproval of the shareholders the dividend of Rs. 0.50 piae per share of Rs. 10 each wouldbe proportionately reduced to Rs. 0.10 piase per share of Rs. 2 each.


In accordance with the requirements of the clause 49 of the Listing Agreement with theBombay Stock Exchange Ltd. a report on Management Discussion and Analysis is attachedhereto (Annexure ‘B’) and form part of this Report.


Your Company would strive to set and achieve appropriate Corporate Governancepractices. In accordance with the requirements of clause 49 of the ListingAgreement with the Stock Exchange a report on the status of compliance of corporategovernance norms is also attached. (Annexure ‘C’). The Auditors certificate onthe same is also attached.


Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as on 31st March 2015 in Form No.MGT.9 is attached herewith as Annexure ‘7’ and forms part of this Report.


To the best of their knowledge and belief and explanation and information obtained bythem and as required under Section

134(3)(c) of the Companies Act 2013 your Directors confirm that:

(i) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departure if any;

(ii) they have selected such accounting policies as mentioned in Note 2 to the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for thatperiod;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

(v) that proper internal controls were in place and that the financial controls wereadequate and were operating effectively

(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.


Your Directors wish to thank the Company’s stakeholders Bankers and employees fortheir support extended to it throughout the year.

For and on behalf of the Board

Sanjay Tibrewala Alok Dhanuka
(Executive Director & CFO) Director
00218525 06491610
Dated: 29-May-2015

Annexure A Form ‘A’

Power & Fuel Consumption 2014-15 2013-14
1. Electricity
a Purchased Units (Nos) 131457 103124
Total Cost (Rs.) # 1058085 852392
Rate/Unit (Rs.) # 8.05 8.27
2. Diesel Oil
Quantity (K.Ltrs) 48972 45629
Total Cost (Rs.) 3305941 3191352
Average rate per K Ltr. (Rs.) 67.51 69.94

Annexure - I

Particulars required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of The Companies (Accounts) Rules 2014.


(a) Energy conservation measure taken - Energy consumption is not very high for theCompany’s business. However efforts are being continuously made of monitoring theconsumption and reduction of losses to reduce energy costs.

(b) Total energy consumption and energy consumption per unit of production as per Form‘A’ attached hereto .


(c) Efforts made in technology absorption - as per Form B given below.

Form B

Research and Development (R & D)

1. Specific areas in which the research and development (R & D) is being carriedout by the Company - There has been no major expenditure in what is generally understoodas Research and Development. However it is our continuous endeavour to improve theperformance of products as well as develop new products mainly as required by thecustomers.

2. Benefits derived as a result of the above R & D - Developed few products as wellas improved performance of certain products to meet the customer requirements

3. Future plan of action - No major plan is on anvil but development to suit thecustomer’s requirements and satisfaction is the main back bone of our businessactivity.

4. Expenditure onR& D - Not significant during the year on in immediate future.

Technology absorption adoption and innovation

1. Efforts in brief made towards technology absorption adoption and innovation - theinitiatives leading to development or improvement and continuously adopted into productionprocess The Company has not taken any technical knowhow from outsiders.

2. Benefits derived as a result of the above efforts - there are improvement inprocess cost reduction reduction in the production process cycle time.

3. Information regarding Imported Technology - We have no imported technology.


(a) Activities relating to export initiatives to increase exports developments of Newexport markets for products.

2014-15 2013-14

Rupees. in lakhs

(b) Total Foreign exchange earned 1258.26 920.11
(c) Total F oreign exchange used 2014-15 2013-14
i. Loan Repaid 296.85 270.18
ii. Interest 10.52 26.85
iii. Expenses 3.45 28.55
iv. Imports 446.59 150.20

Annexure ‘4’ Directors’ Report


Form No. MR-3

For Financial YearEnded On 31st March 2015.

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]


The Members


We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Fineotex Chemical Limited (hereinaftercalled "The Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on our verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

We have examined the books papers and minute books as mentioned in Annexure 1Forms and returns filed and other records maintained by Fineotex Chemical Limited ("TheCompany") for the year ended on31st March 2015 according to the extent applicableprovisions of:

I. The Companies Act 2013 ("The Act") and the Rules made thereunderas applicable;

II. The Securities Contracts (Regulation) Act 1956 ("SCRA") and theRules made thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act") to the extent applicableto the Company:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 and

VI. We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for Compliances under other applicable ActLaws and Regulations to the Company as given to us.

We report that since the Secretarial Standard-1 "Meeting of Board ofDirectors" and Secretarial Standard-2 "General Meetings" are effective from1st July 2015 compliance are not required for the year ended 31st March 2015 as pernotification dated 23rd April 2015 issued by the Institute of Company Secretaries ofIndia. We further report that the Company has complied with the applicable clauses of theListing Agreement entered into by the Company with BSE limited and NSE limited.

We have also examined compliance with the applicable clauses of the following:

The Listing Agreements entered into by the Company with the BSE Limited and NSElimited. During the year under review and as per the explanations and clarifications givento us and the representations made by the Management the Company has generally compliedwith the provisions of the Act Rules Regulations Guidelines etc mentioned above.However the Company has an unspent amount during the year in the amount to be spenttowards Corporate Social Responsibility.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has:

1. Has declared Bonus issue of Shares in the ratio 1:1 and shares were duly listed atBSE and NSE Limited.

2. Listed its Shares at National Stock Exchange limited vide listing agreement with NSEw.e.f 15th January 2015.

3. Set up a wholly owned subsidiary as a ‘Free Zone Enterprise’ at RAKInvestment Authority. Ras Al Khaimah and United Arab Emirates for doing the business ofspecialty chemicals.

Date: 29th May 2015. For HS Associates
Place: Mumbai Company Secretaries
Hemant Shetye
FCS No.: 2827
CP No.: 1483

This report is to be read with our letter of even date which is annexed as Annexure 2and it form an integral part of this report



1. Minutes of Board Shareholders Postal Ballot and Committee Meeting.

2. Register ofRenewed or duplicate Share certificate.

2. Book of accounts.

3. Register of Members.

4. Index of Members.

5. Register of Directors and Key Managerial Personnel.

6. Register of Director’s shareholdings.

7. Register of Charges.

8. Register of investments or loans made guarantee or security provided.

9. Register of particulars of contracts in which Directors are interested.

10. Register of Contracts.

11. Register of Directors Attendance.

12. Register of Shareholders Attendance.

13. Register of Proxies.

14. Register of Transfers.

15. Register of Postal Ballot.

For HS Associates
Company Secretaries
Mr. Hemant S. Shetye
Date : 29th May 2015. FCS No.: 2827
Place : Mumbai



The Members

Fineotex Chemical Limited.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness appropriateness of financial records and booksof accounts of the Company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the Company nor of the efficacy or effectiveness with which themanagement has conducted the affairs of the Company.

For HS Associates
Company Secretaries
Mr. Hemant Shetye
Date : 29th May 2015 FCS No.: 2827
Place: Mumbai

Annexure ‘5’ Directors’ Report


This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.


This Remuneration Policy applies to directors senior management including its KeyManagerial Personnel (KMP) and other employees of the Company.


The guiding principle is that the remuneration and the other terms of employment shouldeffectively help in attracting and retaining committed and competent personnel.

While designing remuneration packages industry practices and cost of living are alsotaken into consideration.


a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his/her appointment as per Company’s Policy.

b) A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.


a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.


The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.


The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.


The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the

Company. The Board will have the discretion to retain the Director KMP SeniorManagement Personnel in the same position/ remuneration or otherwise even after attainingthe retirement age for the benefit of the Company.


1) Remuneration to Managing Director/Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director/Whole-timeDirectors shall be governed as per provisions of the Companies Act 2013 and rules madethere under or any other enactment for the time being in force and the approvals obtainedfrom the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/Whole-time Directors.

2) Remuneration to Non- Executive/Independent Directors:

a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive/Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive/Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company’s Policy.

b) The Fixed pay shall include monthly remuneration employer’s contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.


• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or

On behalf ofBoard ofDirectors
Sanjay Tibrewala
Executive Director & CFO
Date : May 29 2015 DIN: 00218525
Place: Mumbai

Annexure 6 Directors’ Report


1. Brief outline of Company’s CSR Policy : The policy encompasses thecompany’s philosophy for outlining its social responsibility lays down the guidelinesand mechanism for undertaking socially useful programmes for welfare & sustainabledevelopment of the community at large. It was adopted by the Board on 23rdSeptember 2014.

2. Composition of Committee Mr. Surendrakumar Tibrewala Chairman
Mr. Sanjay Tibrewala
Mr. Manmohan Mehta Independent Director
The Committee met twice in the year
3. Average Net Profits of the Company for last 3 years : Rs. 722.72 Lakhs
4. Prescribed CSR Expenditure (2% of Item 3) : Rs. 14.46 Lakhs
5. Details of Amount spent and unspent
a. Total Amount Spent : Rs. 5.00 Lakhs
b. Amount Unspent : Rs. 9.46 Lakhs
c. Reasons for not spending : The Company had lesser time due to the new policy and would complete the spending of the balance amount in the 2015-16.

6. Amount spent for following activities :

a. Education of any persons and enable them to earn an independent livelihood andthereby become useful and efficient citizen oflndia.

b. Rendering help/assistance to deserving persons by payment of fees allowancesscholarship for the purpose of education.

c. Rendering help or assistance to deserving and needy members of Indian community bymeans of cash allowance and providing necessaries for life.

d. Rendering help to deserving persons for medical purpose to run hospitalsaushadalayas maternity homes sanitoriums dispensaries family welfare citizens.

e. Render financial help in establishing conducting and maintaining houses for oldaged and needy persons.

f. To provide financial assistance and supply items of necessity like food clothingmedicine etc. for running and maintenance of houses for destitute aged persons/retiredneeded persons.

g. Organize re-habilitation of destitute old age persons wherever possible and provideassistance in cash.

h. To provide relief to people in distress like tempest flood earthquake drought& other natural calamities.

i. To promote establish maintain look after veterinary hospital for treatment ofanimals.

j. To look after family planning centres and nursing homes/ run eye bank blood bankorgan banks etc.

The funds have been given to recognized trusts which carry out these activities. TheCommittee would in co-ordination through the Trustees would make best efforts to keeptrack that the expenses are utilized on an overall basis towards the objectives for whichthey have to beused.

6. CSR Committee Responsibility statement

The CSR Committee confirms that the implementation and monitoring of the CSR activitiesof the Company are in compliance with the CSR objectives and CSR Policy of the Company

For and on behalf of the Board
(Sanjay Tibrewala)
Executive Director & CFO
CSR Committee Member
Date : May 29 2015
Place: Mumbai