Vardhman Acrylics Limited - Vardhman Group of Companies AR Final.pdfآ  other applicable provisions,

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    Vardhman Acrylics Limited

    CONTENTS Notice ..................................................................................... 2-7 Directors‘ Report ................................................................... 8-22 Corporate Governance Report ............................................. 23-29 Independent Auditors‘ Report .............................................. 30-33 Balance Sheet ........................................................................... 34 Statement of Profit and Loss ...................................................... 35 Cash Flow Statement ................................................................ 36 Statement of Changes in Equity ................................................ 37 Notes to Financial Statements .............................................. 38-66

    BOARD OF DIRECTORS

    Mr. Shri Paul Oswal Chairman Mr. Bal Krishan Choudhary Managing Director Mr. Sachit Jain Director Mr. Darshan Lal Sharma Director Mr. Munish Chandra Gupta Independent Director Mr. Sanjit Paul Singh Independent Director Mr. Surinder Kumar Bansal Independent Director Ms. Apinder Sodhi Independent 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) 2601048 Mr. Ankur Gauba E-mail: secretarial.lud@vardhman.com

    Web site: www.vardhman.com CIN: L51491PB1990PLC019212

    AUDITORS PAN: AAACV7602E M/s. SCV & Co., LLP Chartered Accountants BUSINESS OFFICE New Delhi 1st Floor, Palm Court,

    Opposite Management Development Institute, MG Road, Sector 16,

    BANKERS Gurugram-122 001 State Bank of India ICICI Bank Limited WORKS Kotak Mahindra Bank Limited 755, GIDC, Jhagadia Mega Estate, HDFC Bank Limited Jhagadia-393 110

    Distt. Bharuch (Gujarat) REGISTRAR AND TRANSFER AGENT M/s. MCS Share Transfer Agent Limited Mumbai

  • Vardhman Acrylics Limited

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    NOTICE NOTICE is hereby given that the TWENTY EIGHTH ANNUAL GENERAL MEETING of members of Vardhman Acrylics Limited will be held on Thursday, the 27th day of September, 2018 at 2.30 p.m. at the Registered Office of the Company situated at Chandigarh Road, Ludhiana, to transact the following business:-

    ORDINARY BUSINESS:

    Item No. 1 – Adoption of financial statements:

    To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2018 together with Report of Board of Directors and Auditors thereon.

    Item No. 2 – Declaration of Dividend:

    To declare a dividend of ` 2.00 per equity share for the year ended March 31, 2018.

    Item No. 3 – Appointment of Mr. Darshan Lal Sharma as a director liable to retire by rotation:

    To appoint a Director in place of Mr. Darshan Lal Sharma (DIN: 00727581), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

    SPECIAL BUSINESS:

    Item No. 4 - To enter into Related Party Transactions:

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

    “RESOLVED THAT pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) 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 of 28th Annual General Meeting.

    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, Company Secretary be and is hereby authorised 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 are hereby authorised to do all acts and take all steps as may be necessary, proper or expedient to give effect to this resolution.”

    Item No. 5 – To appoint Ms. Apinder Sodhi as an Independent Director:

    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 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

    (including any statutory modification(s) or re-enactment thereof for time being in force) Ms. Apinder Sodhi (DIN: 06642994), who was appointed by the Board of Directors as an Additional Director (Independent) of the Company with effect from November 1, 2017, and who holds office upto the date of this Annual General Meeting, in terms of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, proposing her candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 3 (Three) consecutive years with effect from November 1, 2017.”

    Item No. 6 – To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2019:

    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 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. R.A. Mehta, Cost Auditor, appointed by the Board of Directors of the Company, to conduct audit of cost records of the Company for the Financial Year ending March 31, 2019, be paid the remuneration of Rs 50,000/- plus applicable taxes.”

    Item No. 7– To approve continuation of directorship of Mr. Shri Paul Oswal as a non-executive director of the Company:

    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 Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members of the Company be and is hereby given for continuation of the directorship of Mr. Shri Paul Oswal (DIN: 00121737), after April 1, 2019, as per his existing terms of appointment, as a non-executive director of the Company.”

    Item No. 8 – To approve continuation of directorship of Mr. Munish Chandra Gupta as a non-executive director of the Company:

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

    “RESOLVED THAT pursuant to the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members of the Company be and is hereby given for continuation of the directorship of Mr. Munish Chandra Gupta (DIN: 01362556), after April 1, 2019, as per his existing terms of appointment, as a non-executive director of the Company.”

    BY ORDER OF THE BOARD

    Sd/- Place: Gurugram (Ankur Gauba) Dated: August 4, 2018 Company Secretary

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    Vardhman Acrylics Limited

    NOTES:

    1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting (AGM) is annexed hereto.

    2. 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 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.

    3. 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.

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

    5. 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.

    6. 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 September 28, 2018.

    7. 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