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  • Vardhman Acrylics Limited

    1

    BOARD OF DIRECTORS

    Mr. Shri Paul Oswal Chairman

    Mr. Sachit Jain

    Mr. Darshan Lal Sharma

    Mr. Munish Chandra Gupta

    Mr. Sanjit Paul Singh

    Ms. Geeta Mathur

    Mr. Surinder Kumar Bansal

    Mr. Bal Krishan Choudhary Managing Director

    CHIEF FINANCIAL OFFICER REGISTERED & CORPORATE OFFICE

    Mr. Vivek Gupta Vardhman Premises, Chandigarh Road,

    Ludhiana-141 010

    Phones: (0161) 2228943 - 48

    COMPANY SECRETARY Fax: (0161) 2220766

    Ms. Ruchita Vij E-mail: secretarial.lud@vardhman.com

    Web site: www.vardhman.com

    CIN: L51491PB1990PLC019212

    PAN: AAACV7602E

    AUDITORS BUSINESS OFFICE

    M/s. S.S. Kothari Mehta & Co. 1st Floor, Palm Court,

    Chartered Accountants Opposite Management Development Institute,

    New Delhi MG Road, Sector 16,

    Gurgaon - 122 001

    BANKERS

    State Bank of Patiala WORKS

    ICICI Bank Limited 755, GIDC, Jhagadia Mega Estate,

    Jhagadia - 393 110

    Distt. Bharuch (Gujarat)

    REGISTRAR AND TRANSFER AGENT

    M/s. MCS Share Transfer Agent Limited

    Kolkata

    CONTENTS

    Notice ....................................................................................... 2-6

    Directors’ Report ..................................................................... 7-29

    Corporate Governance Report .............................................. 30-35

    Independent Auditors’ Report ............................................... 36-37

    Balance Sheet ............................................................................. 38

    Statement of Profit and Loss ....................................................... 39

    Cash Flow Statement .................................................................. 40

    Notes to Financial Statements ................................................ 41-56

    } Independent Directors

  • Vardhman Acrylics Limited

    2

    NOTICE

    NOTICE is hereby given that the 25th Annual General Meeting of the Members of the Company will be held on Friday, the 4th day of September, 2015 at 03.00 p.m. at Regd. Office, Vardhman Premises, Chandigarh Road, Ludhiana - 141 010 to transact the following business:-

    ORDINARY BUSINESS:

    1. To receive, consider and adopt the Directors’ Report and Audited Balance Sheet as at 31st March, 2015 and statement of Profit & Loss Account for the year ended on that date together with the Auditors’ Report thereon.

    2. To declare Dividend.

    3. To appoint a Director in place of Mr. D. L. Sharma, who retires by rotation and being eligible, offers himself for reappointment.

    4. To ratify the appointment of Statutory Auditors of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

    “RESOLVED THAT pursuant to the provisions of Section 139(1) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the appointment of M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (Registration No. 000756N) as Statutory Auditors of the Company, be and is hereby ratified for the Financial Year 2015-16 at such remuneration as may be finalised by the Chairman of the Company.”

    SPECIAL BUSINESS:

    ITEM NO. 5

    TO RATIFY THE REMUNERATION OF THE COST AUDITOR OF THE COMPANY:

    To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

    “RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, the remuneration of Mr. R.A. Mehta, Cost Auditors

    of the Company, for the Financial Year ending 31st March, 2016, be and is hereby ratified at ` 45,000/- (excluding Service Tax and out of pocket expences) and other terms and conditions as

    mutually agreed by the Cost Auditors and Managing Director of the Company.

    RESOLVED FURTHER THAT Mr. S.P. Oswal, Chairman, Mr. B.K. Choudhary, Managing Director and Ms. Ruchita Vij, Company Secretary, be and are hereby severally authorized, to comply with all other formalities in this regard.”

    ITEM NO. 6

    TO CONSIDER TO INCREASE THE SITTING FEES PAYABLE TO THE DIRECTORS:

    To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

    “RESOLVED THAT pursuant to provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013

    and subject to the approval of the members of the Company, the amount of the sitting fee payable to Directors be increased from ` 20,000/- to ` 25,000/- attending each meeting of the Board of Directors.

    RESOLVED FURTHER THAT the amount of sitting fee payable to Directors be increased from ̀ 15,000/- to ̀ 20,000/- for attending each meeting of the Committee of Directors of the Company.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and is authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for the purpose of giving effect to this resolution.”

    ITEM NO. 7

    TO ENTER INTO RELATED PARTY TRANSACTIONS:

    To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

    “RESOLVED THAT pursuant to the provisions of Clause 49(VII)-E of the Amended Listing Agreement (including any statutory modification(s) or re-enactment thereof for the time being in force) the consent of the Members be and is hereby accorded for entering into contracts i.e. material transactions with related party as mentioned in the Statement annexed to the notice, the copy of which is laid before the meeting and initialled by the chairman for the purpose of identification, be and is hereby approved.

    RESOLVED FURTHER THAT pursuant to the provisions of section 189 of the Companies Act, 2013 (as amended or re-enacted from time to time) read with rule no 16 of the Companies (Meeting of Board and its Powers) Rules 2014, Ms. Ruchita Vij, Company Secretary of the Company, be and is hereby authorized to do the necessary entries in the Register of contracts or arrangements in which directors are interested and authenticate them.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all steps as may be necessary, proper or expedient to give effect to this resolution.”

    BY ORDER OF THE BOARD

    Sd/- PLACE: Gurgaon (Ruchita Vij) DATE: July 28, 2015 COMPANY SECRETARY

    NOTES:

    1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/ HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. THE BLANK PROXY FORM IS ENCLOSED.

    However, a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not

    more than ten percent of the total share capital of the Company.

  • Vardhman Acrylics Limited

    3

    2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Item Nos. 5 to 7 is annexed hereto and forms part of the Notice.

    3. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by Companies (Management and Administration) Amendment, Rules 2015, and Clause 35B of the Listing Agreement, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by Central Depository Services (India) Limited. The facility for voting, through ballot paper, will also be made available at the AGM and the members attending the AGM who have not already cast their votes by remote e-voting, shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again. The instructions for e-voting are annexed to the Notice.

    4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

    5. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

    6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

    7. Subject to the provisions of Section 126 of the Companies Act, 2013 (corresponding to Section 206A of the Companies Act, 1956), dividend as recommended by the Board of Directors, if declared at the meeting, will be dispatched/ remitted commencing on or from 7th September, 2015.

    8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/MCS Share Transfer Agent Limited.

    9. The Register of Members and the Share Transfer Books of the Comp