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Scheme of Arrangement/Restructuring
Your Company has undertaken initiatives for restructuring and alternatives for cardinal advance by association the Polyethylene Terephthalate (“PET resin”) enterprise of your Company in India (“Transferred Business”) to Dhunseri Petglobal Limited (“DPGL”) from April 1, 2016 (“Appointed Date”) beneath a Scheme of Arrangement accustomed by your lath at its affair captivated on February 29, 2016.
Indorama Ventures Accessible Company Limited (“IVL”), one of many world’s arch petrochemical producers, has agreed to coact together with your Company and accordingly advance the mentioned PET adhesive enterprise of your Company and booty a 50% disinterestedness pale in such enterprise for a absolute equipment of Rs.418.76 crores by advance by IVL’s wholly endemic subsidiary, specifically Indorama Ventures All-around Casework Limited or any added affiliate of IVL (collectively accustomed as “IVGS”) as bent by IVL.
Your Company has agreed to entry from IVGS a 50% disinterestedness pale in Micro Polypet Private Limited, addition Company accomplishment PET adhesive in India with a lodging of two,16,000 tonnes of PET adhesive at its bulb in Panipat District within the Accompaniment of Haryana, for a absolute equipment of H110.61 crores accountable to changes. Consistent to such acquisition, IVGS and your Company will anniversary settle for an in accordance 50% disinterestedness pale within the mentioned Micro Polypet Private Limited.
In equipment of alteration of the Transferred Business, DPGL will affair and admeasure to your Company 2,84,75,000 Optionally Convertible Debentures of H100/– anniversary (“Debentures”) in DPGL accustomed as completely paid up and accumulation to H2,84,75,00,000/– in barter of the Transferred Business.
Collaboration with a nicely–established apple baton Indorama Ventures Accessible Company Limited accepting a all-around model was suggested lovely and would admonition the Company to strengthen its enterprise presence. Hence, abutting simply with a all-around baton is accustomed to optimise advantages, by means of advance in margins and accumulation in accretion prices.
The appointed date in account of the Scheme is April 1, 2016.
The above Scheme of Arrangement has acquired the approval of the Stock Exchanges (each NSE & BSE). Further on an equipment actuality made, the Hon’ble High Court at Calcutta has ordered for captivation the Company’s shareholders affair (to be convened by Court appointed Chairman) on June 22, 2016 for his or her accord to the Scheme of Arrangement.
Accordingly, the Scheme is accountable to approval of the requisite majorities of the associates of DPL and DPGL and sanction by the Hon’ble High Court at Calcutta and added accordant authorities.
The consign gross sales combination added from 1,54,422 MT in 2014–15 to 1,62,745 MT i.e. an entry by 5%.
The allowance anon continues to be beneath burden within the 12 months beneath evaluate. Further, inspite of a faculty manufacturing, the about-face of your Company throughout the accustomed 12 months has been decrease resulting from decrease article costs constant aloft decrease awkward oil costs.
No precise adjustments and commitments settle for occurred afterwards the abutting of the banking 12 months until the date of this Report, which have an effect on the banking place of the Company.
Going superior the FY 2016–17 will probably be a arduous 12 months in look of the entry within the bazaar antagonism and quantity realisation. Allotment
Your Admiral advisable a allotment @ H4.00/– (Previous Year @ Rs.4.00/–) per disinterestedness allotment of Rs.10 /– anniversary for the 12 months concluded March 31, 2016 accountable to the approval of the shareholders on the after Anniversary General Meeting.
Directors and Key Managerial Personnel
Mr. B.Chattopadhyay has been re–appointed as a complete–time Director appointed as Managing Director & CEO of your Company for a aeon primary from April 1, 2015 and absolute on March 31, 2018.
Mr. B.Chattopadhyay, Director of your Company will retire on the after Anniversary General Affair by rotation, and actuality eligible, exercise himself for re–appointment. Your Admiral recommends his re–appointment as Director of your Company. The particulars acceptable for the re–appointment because the Managing Director & CEO, accountable to retire by circling are unbiased within the Notice for the Anniversary General Affair of the Company.
Mr. Y.F.Lombard has accommodated from the Lath of your Company w.e.f. August 7, 2015 in look of the public sale of absolute disinterestedness pale of Yves Lombard Asset Administration AG from the Company on June 30, 2015. Your Lath of admiral needs to abode on almanac his sincerest acknowledgment for the addition fabricated by him throughout his tenure.
Mr. V.Goel, Chief Banking Officer has accommodated out of your Company w.e.f.. September 15, 2015 in look of which Mr. R.Okay.Sharma, Executive Director (Finance) has been appointed as CFO of your Company and re–designated as Executive Director (Finance) & CFO of your Company as accustomed by your Lath in its affair captivated on February 12, 2016.
Your lath has acclaimed the change in cachet of Mr. P.Okay.Khaitan from Independent to Non Independent Director of your Company w.e.f. August 8, 2015, accountable to retire by circling in its affair captivated on August 7, 2015.
Declaration from Independent Admiral on Anniversary Base
Your Company has accustomed the acknowledgment of Ability u/s 149(7) of the Companies Act, 2013 from all of the Independent admiral of your Company allegorical that they accommodated the assumption of capacity as per Section 149(6) of the Companies Act, 2013.
Directors’ Albatross Account Pursuant to Section 134(5) of the Companies Act, 2013 Pursuant to the declare beneath Section 134(5) of the Companies Act, 2013, with account to Directors’ Albatross Statement, it’s hereby confirmed:
(a) That within the alertness of the anniversary accounts, the applicative accounting requirements had been adopted forth with ready account apropos to precise departures, if any;
(b) That the admiral had referred to as such accounting habits and activated them constantly and fabricated judgements and estimates which are cheap and prudent, in order to accord a correct and truthful look of the accompaniment of diplomacy of the Company on the finish of the banking 12 months and of the buildup and accident of the Company for that interval;
(c) That the admiral had taken ready and acceptable affliction for the aliment of ready accounting annal in accordance with the accoutrement of this Act for consideration the belongings of the Company and for stopping and audition artifice and added irregularities;
(d) That the admiral ready the anniversary accounts on a exercise affair foundation;
(e) That the administrators, had laid bottomward centralized banking controls for the Company and that such centralized banking controls are ready and had been working successfully; and
(f) That the admiral had devised ready techniques to make sure acquiescence with the accoutrement of all applicative legal guidelines and that such techniques had been ready and working successfully.
(a) Egyptian Indian Polyester Company S.A.E (EIPET)
In account of your Company’s subsidiary, Egyptian Indian Polyester Company S.A.E (EIPET), the meeting within the Bulb had been discontinued from May, 2015. EIPET had represented afore the prices banks on the Company’s marketing strategy and requested bankers for restructuring of the lodging services, which is beneath alive consideration.
The restructuring exercise put superior by Ernst & Young, who had been appointed by the Company on the admonition of the bounded lenders is beneath consideration. On the admonition of the banks, the service provider bankers settle for been appointed for exploring consecration of added ready disinterestedness associate.
(b) Dhunseri Infrastructure Limited (DIL)
There isn’t any change within the cachet of improvement of IT SEZ exercise which continues to be on maintain.
(c) Dhunseri Petglobal Limited (DPGL)
Pursuant to the Scheme of Arrangement, on February 29, 2016, 9900 absolute disinterestedness shares of Rs.10/– anniversary of Dhunseri Petglobal Limited (DPGL) had been acquired by your Company constant in DPGL acceptable a absolute accent of your Company.
Further, as on March 11, 2016, DPGL issued and allotted 1,99,90,000 new disinterestedness shares of Rs.10/– anniversary to the Company for banknote at par. Accordingly, your Company is captivation 99.99% of absolutely the Issued, Subscribed and Paid up Allotment Capital of DPGL.
Information concerning the Banking Performance/ Banking Position of the Subsidiaries
A abstracted account absolute the arresting look of Banking Statements of all subsidiaries of your Company varieties allotment of Consolidated Banking Statements in acquiescence with Section 129 and added applicative provisions, if any, of the Companies Act, 2013. Shareholders who ambition to simply accept a adamantine archetype of the abounding letters and accounts of the subsidiaries will probably be offered the aforementioned on cancellation of accounting attraction from them. These abstracts will moreover be accessible for evaluation by any actor on the registered association of the Company and that of the subsidiaries on any alive day throughout enterprise hours, besides on Saturdays.
As acceptable beneath the Companies Act, 2013 and Securities and Barter Lath of India (Listing Obligations and Acknowledgment Requirements) Regulations, 2015 (“Listing Regulations”), the Audited Consolidated Banking Statements of your Company are moreover absorbed and varieties allotment of the Company’s Anniversary Report.
Conservation of Energy, Technology Absorption, Foreign Barter Earnings/Outgo
The particulars as assigned beneath Section 134(3)(m) of the Companies Act, 2013 apprehend with the Companies (Accounts) Rules, 2014, are absorbed as “Annexure–A” to this Report.
Extract of Anniversary Return
The capability primary allotment of the summary of the Anniversary Return in anatomy MGT–9 as acceptable beneath Section 92(3) of the Companies Act, 2013 apprehend with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is absorbed as “Annexure–B” to this Report.
Corporate Social Albatross
A Corporate Social Albatross Committee was constituted on May 22, 2014 with Mr. P.Okay.Khaitan because the Chairman, Mr. C.Okay.Dhanuka and Dr. B.Sen because the members.
The Corporate Social Albatross Policy, which has been accustomed by the Lath of Admiral at its affair captivated on May 22, 2014, is accessible within the Company’s web site (weblink:<http://aspetindia.com/> wp–content material/uploads/2014/10/Corporate–Social–Responsibility–Policy.pdf)
Your Company agitated CSR actions primarily by Dhanuka Dhunseri Foundation (DDF).
The Anniversary Address on CSR actions in accordance with the Companies (Corporate Social Albatross Policy) Rules, 2014, is absorbed as “Annexure–C” to this Report.
Details Apropos to Accomplishment to Directors, Key Managerial Personnel and Advisers
The recommendation acceptable beneath Section 197 of the Companies Act, 2013 apprehend with Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014 in account of Directors/Employees of your Company is absorbed as “Annexure–D” to this Report.
Auditors and Auditors’ Address
M/s Lovelock & Lewes, Chartered Accountants (Regn. No. 301056E), are the current Statutory Auditors of your Company and shall authority association until the top of a hundred and first Anniversary General Affair which was accustomed within the Anniversary General Affair captivated on August 14, 2014.
The association for the FY 2016–17 is from the cessation of this one hundredth Anniversary General Affair until the cessation of the a hundred and first Anniversary General Meeting. In look of this, your acceptance for association is actuality accustomed within the after Anniversary General Meeting.
The Auditors’ Address for the FY 2015–16 doesn’t accommodate any qualification, reservation, adversarial acknowledgment or disclaimer.
Pursuant to Section 148 and added applicative provisions, if any, of the Companies Act, 2013 apprehend with Companies (Audit and Auditors) Rules, 2014, the Lath of Admiral of your Company has appointed M/s. Mani & Co., Amount Accountants because the Amount Accountant for the FY 2016–17 for administering the quantity evaluation of the quantity annal of the PET adhesive enterprise of your Company on the suggestions fabricated by the Analysis Committee. The accomplishment proposed to be paid to the quantity accountant is accountable to acceptance by the associates on the after Anniversary General Meeting.
In look of the proposed Scheme of Arrangement, already the PET adhesive enterprise of your Company in India is transferred to DPGL, your Company is not going to abatement beneath the ambit of quantity evaluation aback the quantity evaluation just isn’t applicative to the Treasury Operations of your Company.
Pursuant to the accoutrement of Section 204 of the Companies Act, 2013 apprehend with the Companies (Appointment and Accomplishment of Managerial Personnel) Rules, 2014, Ms. Mamta Binani, practising Company Secretary was appointed because the Secretarial Accountant of your Company for the FY 2015–16. The Secretarial Analysis Address for the FY concluded March 31, 2016 is absorbed as an “Annexure–E” to this Report.
The Secretarial Analysis Address doesn’t accommodate any qualification, reservation, adversarial acknowledgment or disclaimer.
Adequacy of Centralized Banking Controls with Advertence to Banking Statements
Your Company has in abode ready centralized banking controls as acceptable u/s 134(v)(e) of the Companies Act, 2013. Your Company has adopted habits and procedures for guaranteeing the alike and ready conduct of its enterprise, together with adherence to Company’s insurance policies, the eye of its belongings, the blockage and apprehension of frauds and errors, the accurateness and abyss of the accounting information, and the suitable alertness of dependable banking disclosures. During the 12 months, such controls had been activated by the Centralized and Statutory Auditors with advertence to Banking Statements and no reportable precise weak spot within the structure or operation had been noticed.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments coated beneath the accoutrement of Section 186 of the Companies Act, 2013 are accustomed within the addendum to the Banking Statements.
Risk Administration Activity
Your Company has accustomed a Risk Administration Activity which was accustomed by the Lath throughout the FY 2014–15.
Your Company has a Risk Administration Committee which has been entrusted with the albatross to abetment the Lath in administering that every one the dangers that the alignment faces resembling within the breadth of Bulb and Machinery Operational & Maintenance, Product Affection Control and Customer Complaints, Fire Risk Management, Customer Credit, Legal, Market, Insurance Claim Management, Raw Material/
Dependency, as per its Risk Administration Activity settle for been articular and assessed.
Related Affair Affairs
The affairs entered with accompanying events throughout the FY 2015–16 had been on an arm’s breadth base and had been within the accustomed advance of enterprise and the accoutrement of Section 188 of the Companies Act, 2013 are usually not attracted. There settle for been no materially cogent accompanying affair affairs with the Company’s promoters, administrators, the administration, their subsidiaries or ancestors which can settle for abeyant battle with the pursuits of the Company at giant. Thus, acknowledgment in anatomy AOC–2 just isn’t required.
The all-important disclosures apropos the affairs are accustomed within the addendum to accounts. The Company has moreover formulated a exercise on ambidextrous with the Accompanying Affair Affairs and all-important approval of the Analysis Committee and Lath of Admiral had been taken wherever acceptable in accordance with the Policy.
Formal Anniversary Appraisal
The Independent Admiral of your Company has suggested the achievement of non–unbiased admiral and the Lath as a achieved forth with the achievement of the administrator of your Company in its affair captivated on August 7, 2015 and February 12, 2016.
The Lath of Admiral in its affair captivated on May 24, 2016 has evaluated the achievement of the Independent admiral based mostly on a account of appraisal perception for achievement appraisal as able-bodied as the aptitude of the Lath was moreover mentioned and evaluated based mostly on the appraisal standards. Further the achievement appraisal of the Lath Committees was moreover carried out within the aforementioned assembly.
Corporate Governance, Administration Discussion And Analysis Letters
Your Company has taken ready accomplish to connect to all of the settlement laid bottomward in Regulation 34(3) and Schedule V of the Listing Regulations. A deal with on Corporate Governance and Administration Discussion and Analysis Letters are included as a allotment of this Report.
Certificate from the Statutory Auditors of the Company acknowledging the acquiescence with the altitude of Corporate Governance as assured beneath Listing Regulations is absorbed to this Report.
The capability of Lath Meetings captivated throughout the FY 2015–16, capability of Analysis Committee, Stakeholders Relationship Committee, Nomination and Accomplishment Committee, Nomination and Accomplishment exercise and Vigil Mechanism/Whistle Blower Activity are coated within the Corporate Governance Report.
Your Company holds affection certifications from acclaimed civic and all-embracing companies just like the USFDA, EC, Japanese and Canadian Food and Bloom Bodies and ITRC and is moreover ISO 9001:2008, ISO 14001:2004, BS OHSAS 18001:2007 and SA 8000:2008 licensed. Your Company has achieved the exercise of accepting acceptance as per newest adaptation of QMS and EMS (i.e ISO 9001:2015, ISO 14001:2015) and ISO 22000:2005 (Food Assurance Administration System) within the accustomed banking 12 months.
Environment, Bloom and Assurance
Environment, bloom and assurance is of considerable accent to your Company. Your Company constantly strives to make sure ambiance acceptable practices and accommodate a secure and advantageous abode for its workers. It goals at ready decay administration and auctioning to make sure advantageous and secure surroundings.
Your Company has achieved a Green Field Activity to Recycle Advised Effluent Baptize and use this baptize within the accomplishment course of. This exercise will probably be accomplished by July, 2016. This exercise of recycling suggested baptize aback into the accomplishment exercise corroborates administration accustomed in Ganga Activity Plan of Government of India.
Your admiral acquaint that CARE has suggested and revised the acclaim appraisement of CARE A– (Single A minus) to lengthy–time period coffer equipment of yourCompany and CARE A2 (A Two plus) to Short–time period Coffer equipment of your Company.
At the aforementioned time CARE has moreover suggested and revised the Acclaim appraisement of CARE A2 (A Two plus) to Short–time period Debt (together with Commercial Paper programme) of your Company.
Your Admiral accompaniment that no acknowledgment or commercial is acceptable in account of the afterward gadgets as there have been no affairs on this stuff throughout the 12 months beneath evaluate:
(a) The Company has not accustomed any deposits from the general public. There had been no excellent balances apropos to FDs as on the alpha and finish of the FY 2015–16.
(b) Affair of disinterestedness shares with cogwheel rights as to dividend, voting or in any other case.
(c) Affair of diaphoresis disinterestedness shares to advisers of your Company/ Affair of Advisers Stock Option Scheme.
(d) There are not any cogent precise orders anesthetized by the Regulators or Courts or Tribunals which might appulse the exercise affair cachet of your Company and its approaching operations.
Your Company believes that ‘workers’ are the most effective admired belongings of any group. Your Admiral ambition to abode on almanac their abysmal college of acknowledgment for the co–operation, adherence and dedicated casework by all of the advisers of your Company which performs a cardinal function within the advance of your Company.
The Admiral ambition to abode on almanac their aboveboard acknowledgment for the entire–hearted abutment accustomed from Allahabad Bank, Axis Coffer Limited, Coffer of Baroda, Canara Bank, DBS Coffer Limited, Deutsche Coffer AG, Federal Coffer Limited, HDFC Coffer Limited, ICICI Coffer Limited, IDBI Coffer Limited, All-embracing Finance Corporation, (Washington), Punjab Civic Bank, Standard Chartered Bank, Accompaniment Coffer of India, The Ratnakar Coffer Limited, UCO Bank, United Coffer of India, West Bengal Industrial Development Corporation Limited, Haldia Development Authority, Arrangement of the District Magistrate of East Midnapore, West Bengal Pollution Control Board, West Bengal Accompaniment Electricity Board, Ministry of Ambiance & Forest, Government of West Bengal, Government of Egypt, Governorate of Suez, General Authority for Advance and Free Zones (GAFI), Egyptian Petrochemicals Captivation Company (ECHEM), Engineering for the Petroleum and Activity Industries (ENPPI), Ahli United Coffer (Egypt) S.A.E, Ahli United Coffer (Bahrain), Commercial All-embracing Coffer (Egypt) S.A.E, Egypt, Dubai Multi Commodities Centre, the shoppers, suppliers, shareholders and all others related together with your Company.
For and on Behalf of The Lath of Admiral
Date: May 24, 2016
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