To,
The Members,
Your Directors take pleasure in presenting the 19th Annual
Report on the business and operations of your Company along with Audited Financial
Statements for the Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results |
|
Rs. in Lakhs |
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Continued Operations |
|
|
Sales/Income from operations |
0.00 |
0.00 |
Other Income |
7.89 |
8.53 |
Total Income |
7.89 |
8.53 |
Total Expense |
154.85 |
162.39 |
Depreciation |
125.43 |
125.23 |
Profit/Loss |
(146.96) |
(153.86) |
Tax/Short/ (Excess) Provision of Income Tax |
0.00 |
0.00 |
Other comprehensive income (Net of Tax) |
0.00 |
0.00 |
Profit After Tax |
(593.73) |
(153.86) |
Discontinued Operations |
|
|
Sales/Income from operations |
10182.72 |
29615.60 |
Other Income |
355.19 |
245.54 |
Total Income |
10537.91 |
29861.14 |
Total Expense |
10980.90 |
28757.51 |
Profit/Loss Before Tax |
(442.99) |
1103.63 |
Tax/Short/ (Excess) Provision of Income Tax |
3.20 |
166.20 |
Profit/(Loss) for the year from Discontinued Operations |
(446.19) |
937.44 |
Profit/(Loss) for the year from Continued/Discontinued
Operations |
(593.15) |
783.58 |
2. PERFORMANCE HIGHLIGHTS:
The total revenue from continued operations during the year under
review was Rs. 0.00 Lakhs as against Rs. 0.00 Lakhs in the previous year. Profit/Loss
after tax stood at Rs. (146.96) Lakhs as against previous year profit/loss Rs. (153.86)
Lakh. The total revenue from discontinued operations during the year under review was Rs.
10182.72 Lakhs as against Rs. 29615.60 Lakhs in the previous year. Profit/Loss after tax
stood at Rs. (446.19) Lakhs as against previous year profit/loss Rs. 937.44 Lakh. The
Management of the Company is taking efforts for the progress of the Company. The
performance of the Company is gradually improving with transient time. The improvement is
evident from the financial statement of the Company.
3. DIVIDEND:
Your directors have not recommend Divided for this Financial Year as
ploughing back of profits will be good strategy for future growth and development of your
Company.
4. RESERVES:
Your Company does not propose to transfer any amount from the current
year's profits to the General Reserve. (Previous year Nil)
5. SHARE CAPITAL:
During the year under review, the Company had Authorized Capital of Rs.
32,50,00,000 comprising of 2,75,00,000 Equity Shares of Rs.10/- Each and 5,00,000
Preference Shares of Rs.100/- Each. Paid-Up Equity Share Capital of the Company as on date
of this report stands at Rs. 27,10,00,000 comprising of 2,71,00,000 Equity Shares of Rs.
10/- Each.
During the year under review, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
7. FUTURE OUTLOOK:
India is the world's second-largest producer of textiles and
garments. It is also the fifth-largest exporter of textiles spanning apparel, home and
technical products. The textiles and apparel industry contribute 2.3% to the
country's GDP, 13% to industrial production and 12% to exports. The textile industry
has around 45 million of workers employed in the textiles sector, including 3.5 million
handloom workers.
India's textile and apparel exports stood at US$ 44.4 billion
recorded highest ever export for the FY 2021-22, up from US$ 21.2 billion YoY. COVID-19
has impacted the Indian textile and apparel exports and the total exports is expected to
reach US$ 65 billion by FY26. The Indian textile and apparel industry is expected to grow
to US$190 billion by FY26.
The Rs. 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a
major boost for the textile manufacturers. The scheme proposes to incentivise MMF
(man-made _ber) apparel, MMF fabrics and 10 segments of technical textiles products.
Segment:
a. Women's western wear & lingerie-Increasing women
participation in work force;
b. Active wear-India's large young population base with increasing
awareness towards fitness;
c. Mobiltech products-India's emergences as global automobile
manufacturing hub;
d. Work wear/Uniform-Increasing no. of school going children &
consciousness of corporate towards their image;
e. Hygiene products-Awareness of Indian women for hygiene will cause
increasing uses of hygiene products
Future course of action:
The Board of Directors in the meeting held on 17th December,
2022, proposed to change the main object of the Company consequently Company has passed
the resolution via Postal Ballot for the business of manufacturing of ethanol. Further,
management is in the process of obtaining the License from the Government for Ethanol
business.
8. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.:
In accordance with the provisions of Section 134 (3) (m) the Companies
Act, 2013 read with Rule 8 (3) Companies (Accounts) Rules, 2014, the relevant information
pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgo is given in ANNEXURE I and forms part of this report.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
Management has shut down the manufacturing of Polyster Yarn from 1st
July, 2022 due to high cost of coal as Company has it own Power Plant, management has
explore various other options for power but due to non availability of sufficient Power
from the outside agency the manufacturing of Polyster yarn was permanently closed.
Further, Company is doing trading business of Polyster Yarn. The Company continues to
fulfill its obligations with respects to all exciting contrast and agreements as Company
has sufficient stock. Company does not foresee any material impact on the account of
non-fulfillment of obligation by any party in existing contracts and agreements.
The Company has also instituted across all its operations, focused cost
control programs and sanctioned only necessary capital expenditure to conserve its
finance.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Management Discussion and Analysis Report of the Company for the
year under review is presented in a separate section forming part of the Annual Report.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company's operation in future.
12. DETAILS_OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies
as on 31st March, 2023.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the Financial Statements.
14. EXTRACTS OF ANNUAL RETURN:
In accordance with Section 134 (3) (a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format will be available on
http://cnpcl.com/annual-return/.
15. RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions or which is required to be reported in Form No. AOC-2 in terms of Section
134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
The Board has formulated Policy on Related Party Transactions, detailed
policy is also available at http://cnpcl.com/corporate-policies/
16. KEY MANAGERIAL PERSONNEL:
As required under Section 203 of the Companies Act, 2013, the Company
has noted that Mr. Vivekanand Chaudhary, Whole-time Director (w.e.f. 17th
December, 2022), Mr. Shashank Paranjape, Mr. Satish Bhatt, Chief Financial Officer and Ms.
Forum Bhuva (w.e.f. 27th January, 2023), Company Secretary were the Key
Managerial Personnel of the Company for the year ended 31st March, 2023.
17. DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Vivekanand Chaudhary (DIN: 09815515)
retires by rotation at the ensuing Annual General Meeting and being eligible in terms of
Section 164 of the Act offers himself for re-appointment. None of the Directors is
disqualified for appointment/reappointment under Section 164 of the Companies Act, 2013,
as required by law this position is also reflected in the Auditors' Report.
All the Independent Directors on the Board have given a declaration of
their independence to the Company as required under Section 149(6) of the Companies Act,
2013.
The composition of the Board, meetings of the Board held during the
year and the attendance of the Directors thereat have been mentioned in the Report on
Corporate Governance in the Annual Report.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
The evaluation of Chairman, all the Directors and the Board and
Committees thereof as a whole was conducted based on the criteria and framework adopted by
the Board. The evaluation process has been explained in the Report on Corporate Governance
in this Annual Report. The Board noted the evaluation results that were collated and
presented to the Board.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for remuneration of Directors,
Key managerial Personnel and senior management. The details of criteria laid down and the
Remuneration Policy are given in the Corporate Governance Report. Further the said policy
is also available at http://cnpcl.com/corporate-policies/
20. 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 forms part of this
Report as Annexure II.
21. COMMITTEES OF THE BOARD:
In accordance with the Companies Act, 2013 and Listing Regulations, the
Company has following Committees in place:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
Details of the said Committees along with their charters, composition
and meetings held during the financial year, are provided in the "Report on Corporate
Governance", as a part of this Annual Report. Details of committee is also available
at http://cnpcl.com/
22. CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES:
The Company has implemented Corporate Social Responsibility Policy and
initiatives as the provisions of Section 135 of the Act and Rules made thereunder
governing Corporate Social Responsibility and the same is available at http://cnpcl.com/
and details are also available in Corporate Governance Report forming part of the Annual
Report.
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 are made and the same is enclosed as
Annexure- III.
23. STATUTORY AUDITORS:
M/s. J.T. Shah & Co., Chartered Accountants (FRN 109616W) were
appointed as Statutory Auditors of your Company at the Previous Annual General Meeting
held on 29th September, 2022.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. The notes to the accounts referred to in the
Auditors' Report are self-explanatory and therefore do not call for any further
comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
24. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company had appointed M/s. K. Jatin & Co., Practicing
Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial
Audit for the financial year 2022-23. The Secretarial Audit Report for financial year
2022-23 issued by M/s. K. Jatin & Co., Practicing Company Secretaries has been
appended as Annexure - IV to this report. There were no qualifications or adverse remarks
in their Report.
25. SEXUAL HARRASMENT POLICY:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment. All employees are covered under
this policy. During the year 2022-23, no sexual harassment complaints has been registered
with the Company.
26. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to help ensure that
there is a robust system of risk controls and mitigation in place. Senior management
periodically reviews this risk management framework to keep updated and address emerging
challenges. Major risks identified for the Company by the management are Compliances of
various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation,
Technological Changes and new capital investments return. The management is however, of
the view that none of the above risks may threaten the existence of the Company as robust
Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on
the Company in case any of these risks materialize. Further, Company had formulated Risk
Management Committee also, however later on it was dissolved as separate Committee for the
same was not required considering the size of your Company So, Audit Committee looks for
the Risk Management after dissolution of Risk Management Committee.
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls are adequate and
are operating effectively so as to ensure orderly and efficient conduct of business
operations. The Company has appointed M/s. Jhaveri Shah and Co., Chartered Accountants as
an Internal Auditors of the Company. The Audit Committee in consultation with the internal
auditors formulates the scope, functioning, periodicity and methodology for conducting the
internal audit. The internal auditors carry out audit, covering inter alia, monitoring and
evaluating the efficiency & adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies at all locations and
submit their periodical internal audit reports to the Audit Committee. Based on the
internal audit report and review by the Audit committee, process owners undertake
necessary actions in their respective areas. The internal auditors have expressed that the
internal control system in the Company is robust and effective. The Board has also put in
place requisite legal compliance framework to ensure compliance of all the applicable laws
and that such systems are adequate and operating effectively.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns and
grievances. Details Whistle Blower Policy has been mentioned in the Report of Corporate
Governance, the same is available at http://cnpcl.com/corporate-policies/
28. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and
according to the information and explanations obtained by them, your Directors state that-
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
iii. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern
basis;
v. the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively and
vi. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
29. CORPORATE GOVERNANCE:
As required by Schedule V(C) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is
given as a part of the Annual Report. The Company is in full compliance with the
requirements and disclosures that have to be made in this regard. The Secretarial
Auditors' Certificate of the compliance with Corporate Governance requirements by the
Company is attached to the Report on Corporate Governance.
30. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
31. ACKNOWLEDGEMENTS:
Your Directors wish to express their grateful appreciation for the
co-operation and support received from Government, Customers, Shareholders, Financial
institutions, Banks, and the Society at large. Deep appreciation is also recorded for the
dedicated efforts and contribution of the employees at all levels, as without their focus,
commitment and hard work, the Company's consistent growth would not have been
possible, despite the challenging environment.
|
By Order of the Board |
|
For, CIL Nova Petrochemicals Limited |
|
Sd/- |
|
Jyotiprasad Chiripal |
Place: Ahmedabad |
Chairman |
Date: 14th August, 2023 |
DIN: 00155695 |
|