Home  »  Company  »  Alkyl Amines Che  »  Quotes  »  Directors Report
Union Budget 2017-18
Enter the first few characters of Company and click 'Go'

Directors Report of Alkyl Amines Chemicals Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2015 is summarised below:

2014-15 2013-14 Rs. In Rs. In Lakhs Lakhs

Total Revenue (including Excise 53011 49443 & Sales tax)

Total Revenue (net of taxes) 47822 44815

Profit before interest, depreciation 8849 8660 & taxation

Interest & financial expenses 1023 1224

Depreciation 1135 974

Profit before tax 6691 6462

Provision for tax 2149 2174

Net Profit after tax 4542 4288

Add: balance profit brought forward 8405 5500

Profit available for appropriation 12947 9788

Transfer to General Reserve 454 429

Equity Dividend 816 816

Tax on dividends 166 138

Balance profit carried to balance sheet 11511 8405

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs. 4/- per Equity Share on Equity Share of Rs. 5/- each for the year ended March 31, 2015 (Previous Year: Rs. 8/- per share of Rs. 10/- each). The total amount of dividend including Income tax thereon would amount to Rs. 982 Lac (Previous Year Rs. 954 Lac).

3. SHARE CAPITAL:

As per the approval given by the shareholders through postal ballot, the company has sub-divided the equity share of Rs. 10/- each into equity share of Rs. 5/- each, with effect from September 9, 2014. The paid-up Capital as on March 31, 2015 is Rs. 1019.82 Lac consisting of 2,03,96,392 equity shares of Rs. 5/- each.

4. OPERATIONS:

Total Income (gross) increased by 7.22% from Rs. 49443 Lac of the previous year to Rs. 53011 Lac for the year 2014-15. This should be viewed favourably looking at the prevailing recessionary trends in export markets. Though export sales increased in volume, export sales in value for the year 2014-15 was Rs. 8497 lac (FOB) compared to Rs. 9315 lac (FOB) of 2013-14. This was mainly because of lower export realisation in rupees due to foreign exchange rate fluctuation.

Profit before tax registered a marginal increase from Rs. 6462 Lac to Rs. 6691 Lac and profit after tax increased from Rs. 4288 Lac to Rs. 4542 Lac.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

5. NEW PROJECTS:

5.1 New Project at Kurkumbh (Maharashtra):

We had applied for environment clearance for the second phase of Acetonitrile expansion and also for enhancement of DMAHCl production capacity at Kurkumbh. We have received the Environment Clearance and Consent to Establish. We expect to get the consent to operate shortly.

5.2 New Project at Dahej (Gujarat):

As already reported, we have taken possession of land at Dahej and have also paid contribution charges for water supply. We had filed application for environment clearance with Ministry of Environment & Forests. We expect to get the environment clearance by end of this year. In the meantime we plan to start preliminary engineering work by July 2015 for this project.

5.3 Solar Project at Bhoom, Dist. Osmanabad (Maharashtra):

We have acquired 10 acres of land at Village Bhoom, Dist. Osmanabad, for setting up our 2 MW Solar Project. The EPC contract has been awarded and the Project is expected to be commissioned shortly. This investment will help to save electricity costs and contribute towards our efforts for sustainable green energy to protect environment.

6. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (gross) of Rs. 3,927.64 Lac as against Rs. 4424.29 Lac of the previous year. They incurred a net of loss of Rs. 155.40 lacs as against a profit after tax of Rs.75.06 Lac of the previous year.

b. Alkyl Speciality Chemicals Limited:

This company was earlier engaged in marketing of speciality chemicals. However, effective from July 2014 they have discontinued their operations.

This company achieved a total income of Rs. 31.35 Lac (Previous Year: Rs. 51.92 Lac) and a profit after tax of Rs. 19.88 Lac as against Rs. 43.16 Lac of the previous year. We are considering merger of the subsidiary company with the Holding Company or alternatively, winding up the subsidiary company.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary company - Alkyl Speciality Chemicals Limited, are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who may, if required, write to the company.

7. RESPONSIBLE CARE®:

Responsible Care® is a wide-ranging voluntary initiative of International Council of Chemical Associations, being implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have got our company certified for Responsible Care®. Various programs and studies related to safety, environment and health have been taken up and are being implemented, as listed hereunder:

7.1. Energy Conservation and Technology Absorption:

The information on conservation of energy, technology absorption and other details stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith in ''Annexure 2".

7.2. Safety, Health and Environment:

Keeping in line with the core values of being a responsible corporate citizen, an Integrated Management System to ensure effective Occupational Health Management has been established by your Company.

(a) Safety : We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition are being done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries. The systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and for surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

Online deviation reporting system has been installed with access to all employees including contract employees. The deviations recorded are promptly corrected by Area in-charge and closed. Employees are rewarded for good suggestions. This system encourages involvement of employees at all levels.

(b) Health : Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a full time Doctor, appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to OHSAS 18001:2007.

Regular health check up of employees and contract employees is carried out and recorded. New employees undergo medical check up before starting work. Training programs are arranged on lifestyle diseases by eminent doctors. Health camps (including blood donation camps) are arranged. Drivers are provided training on health issues. Occupational health Centres have been upgraded and modern equipments are provided.

(c) Environment: In line with our IMS Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. Kurkumbh unit was certified as ISO 14001:2004 in April 2011. We have completed successfully the surveillance audits.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made by improving the internal processes to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding as well as upgrading its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. The 1st phase of up-gradation of ETP has been completed and its performance is under observation. During F.Y. 2014-15, the 2nd phase of up-gradation was implemented which includes 200m3 holdup tank to prevent shock loads to biological treatment, addition of Tertiary treatment bank and Decanter for handling Chemical and Biological sludge.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, and Maharashtra Enviro Power Limited, Ranjangaon respectively. We have successfully implemented further Solid waste reduction in some plants in terms High Boilers generation by process modification.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non conventional Renewable Energy and Natural Resource conservation - We use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

vi) Our 2MW Solar Power Project at Bhoom is also ready for commissioning.

8. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Health, Water, Sanitation, Woman Empowerment, Sports, Environment Sustainability and Rural Development. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as ''Annexure 3".

9. DIRECTORS:

Mr. Suneet Kothari, Executive Director, retires by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Shareholders at the Annual General Meeting held on August 7, 2014 have appointed Mr. Shobhan M. Thakore, Mr. D. G. Piramal, Mr. K.R.V. Subrahmanian, Mr. S. B. Ghia, Mr. P. N. Kapadia and Ms. Tarjani Vakil as Independent Directors for a period of 5 years. All the independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors have at their meeting held on January 28, 2015, reappointed Mr. Kirat Patel and Mr. Suneet Kothari, as Executive Directors and Mr. Yogesh M. Kothari as Chairman & Managing Director for a further period of five years, the details of which are given in the notice convening the meeting.

9.1 Board Evaluation

The Board recognizes the importance of reviewing and improving upon its performance. For this purpose, they meet regularly to discuss the effectiveness of the functioning of the Chairman, Executive Directors, other Directors and also the Committees and to agree ways in which performance can be further improved looking at the likely needs in future of the new projects and new responsibilities.

9.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy can be viewed on the company''s website.

9.3 Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9.4. Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC-2 is not applicable to the Company.

11. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

12. INSIDER TRADING POLICY:

As required under the new Insider Trading Policy Regulations of SEBI, your Directors have framed new Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitarimg and Reporting of Trading by Insider. For details please refer to the company''s website.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

14. INSURANCE:

The Properties and Assets of the Company are adequately insured.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, wherever applicable, are given in the notes to financial statements.

17. AUDITORS:

17.1 Statutory Auditors

The Company''s Auditors, Messrs. Bansi S. Mehta & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

17.2 Cost Auditors

We regret to inform the members about the sad demise of Mr. Hemant Shah, Cost Auditor who was appointed at the last Annual General Meeting as Cost Auditor. The Board of Directors has appointed Messrs. Hemant Shah & Associates (of which Mr. Manish Shukla is the Proprietor) in his place. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, members'' ratification for the remuneration payable to Messrs. Hemant Shah & Associates, Cost Auditors, for the year 2014- 15 and also for their appointment as Cost Auditors for the year 2015-16 is sought under Item No. 5 of the Notice convening the Annual General Meeting.

17.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs V. Sundaram & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as ''Annexure 4".

18. ENHANCING SHAREHOLDERS'' VALUE:

Your Company believes that its Members are among its most important stakeholders.

Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

19. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section (Annexure 5) on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an intergal part of this Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 6".

22. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2014-15.

24. CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

25. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI Dated: May 15, 2015 Chairman & Managing Director (DIN: 00010015)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 34th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31, 2014 is summarised below:

2013-14 2012-13 Rs. in Lacs Rs. in Lacs

Total Revenue (including Excise & Sales tax) 49443 40667

Total Revenue (net of taxes) 44815 36720

Profit before interest, depreciation & Taxation 8660 5890

Interest & financial expenses 1224 1294

Depreciation 974 1003

Profit before tax 6462 3593

Provision for tax 2174 1200

Net Profit after tax 4288 2393

Add: balance profit b/f 5500 3942

Profit available for appropriation 9788 6335

Transfer to General Reserve 429 239

Equity Dividend 816 510

Tax on dividends 138 86

Balance profit carried to balance sheet 8405 5500

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs. 8/- per Equity Share on Equity Shares of Rs. 10/- each for the year ended March 31, 2014 (Previous Year: Rs. 5/- per share). The total amount of dividend including Income tax thereon would amount to Rs. 954 lacs (Previous Year Rs. 596 lacs).

3. SHARE CAPITAL:

In order to improve the liquidity of our equity shares on the Stock Exchanges, your Directors propose to sub-divide the equity shares of Rs. 10/- each into equity shares of Rs. 5/- each, subject to approval of the members. This will also involve amendment to the Memorandum & Articles of Association, and hence, permission of the members is being sought through a Postal ballot.

4. OPERATIONS:

Despite challenging macro economic conditions, total Income (gross) increased by 22% from Rs. 40667 lacs of the previous year to Rs. 49443 lacs for the year 2013-14. Profit before tax registered an 80% increase from Rs. 3593 lacs to Rs. 6462 lacs and profit after lax increased by 79% from Rs. 2393 lacs to Rs. 4288 lacs.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

5. NEW PROJECTS:

We had reported last year commissioning of our new plant to produce Acetonitrile, a chemical, which has applications in pharma and agrochemical sectors. We are in the process of enhancing the capacity of this plant, which is expected to be completed bv third quarter of 2014.

As we had reported in last year''s Annual Report, we are implementing a project at Dahej, Gujarat, for manufacture of methylamines, its various derivatives and speciality chemicals. The land allocation has been done bv the Government of Gujarat and further steps for implementation of the Project are being taken.

6. EXPORTS/FOREIGN EXCHANGE EARNINGS:

During the year 2013-14, we achieved an export turnover of Rs. 9315 lacs (FOB) compared to Rs. 7725 lacs (FOB) of the previous vear, i.e. an increase of 21%. Total Foreign Exchange earnings for the vear 2013-14 were Rs. 9359 lacs.

7. FOREIGN EXCHANGE OUTGO:

During the year 2013-14, we have utilised a sum of approx. Rs. 3776 lacs (compared to Rs. 2373 lacs) in foreign currency mainly to import raw materials.

8. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income (gross) ofRs. 4947 lacs as against Rs. 6411 lacs of the previous vear and a profit after tax of Rs. 75 lacs as against Rs. 170 lacs of the previous year.

b. Alkyl Amines (Europe) SPRL:

Our subsidiary company, Alkvl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 was remaining dormant and hence, we have closed down this company on March 31, 2014.

c. Alkyl Speciality Chemicals Limited:

This company was engaged in marketing of speciality chemicals.

This company achieved a total income of Rs. 51.92 lacs (Previous Year: Rs. 22.82 lacs) and a profit after tax of Rs. 43.16 lacs as against Rs. 13.06 lacs of the previous year.

Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented bv the Company include the financial information of Diamines & Chemicals Limited and Alkyl Speciality Chemicals Limited.

The Annual Accounts of the Subsidiary company Alkyl Speciality Chemicals Limited are available lor inspection bv any member at the registered office during business hours. The Company will send copies there of to the shareholders who may, if required, write to the company.

9. CONSERVATION OF ENERGY:

Energy conservation continues to be an active focus area for your Company since it is not only a major "cost in the manufacturing process but, more importantly, a significant part of your Company''s corporate social responsibilities. Your Company has taken several initiatives at each plant level in order to conserve energy which is in line with our policy of conservation of natural resources.

Our company has taken various measures for conservation of energy. These include the following:

a) Improved steam condensate recovery by installing new design of traps and monitoring trap performance.

b) Reduction in consumption of steam, electricity and cooling water by debottlenecking various plants, improvement in yields and planned increase in throughput.

c) Utilization of by-product steam.

d) New Coal fired Boiler is commissioned. Fuel Oil consumption has been reduced and Steam to Fuel ratio has improved.

e) Air Cooled Heat exchangers have been installed and commissioned resulting in reduced water consumption lor the cooling tower make up.

f) Schemes for optimum utilization of Turbine power are in place and will be implemented shortly.

10. SAFETY, HEALTH AND ENVIRONMENT:

Keeping in line with the core values of being a responsible corporate citizen, an integrated Material System to ensure effective Occupational Health Management has been established by your Company.

(a) Safety : We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Croup and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition are done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries, the systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

(b) Health : Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with a full lime Doctor, appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. Both sites are certified to OHSAS 18001:2007.

(c) Environment: In line with our IMS Policy, we give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. Kurkumbh unit was certified as ISO 14001:2004 in April 2011. We have completed successfully the surveillance audits.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions -r We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions.

ii) Liquid Waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding as well as upgrading its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Patalganga and Kurkumbh. Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. The lsl phase of up-gradation of ETP has been completed and its performance is under observation.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja, and Maharashtra Enviro Power Limited, Ranjangaon respectively. We have successfully implemented further Solid waste reduction in some plants in terms High Boilers generation by process modification.

iv) Green belt -Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non-conventional Renewable Energy and Natural Resource conservation - We use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

11. RESPONSIBLE CARE:

Responsible Care® is a wide-ranging voluntary initiative of International Council of Chemical Associations, being implemented in India by Indian Chemical Council to safely handle the products from inception in the research laboratory, through manufacture and distribution, to ultimate reuse, recycle and disposal, and to involve the public in the decision making processes. We have launched Responsible Care® initiative in September 2012 and we are in the process of getting our company certified for Responsible Care®. Various programs and studies related to safety, environment and health have been taken up and are being implemented.

12. CORPORATE SOCIAL RESPONSIBILITY:

As per provisions of The Companies Act, 2013, we have consituted a CSR Committee of Directors consisting of Ms. Tarjani Vakil (Chairperson), Mr. Yogesh M. Kothari and Mr. Kirat Patel, as members. We recognise the fact that, beyond the day to day conduct of its business, as a responsible corporate citizen it has to discharge its duties towards the larger society in which it operates. Some of the core areas identified by your Company are Education, Health, Environment, women empowerment etc. The expected CSR expenditure for the year 2014-15 is Rs. 55 lacs.

During the year 2013-14, we continued with various community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities included:

a) Constructing class rooms/supplying furniture/equipments/ uniforms/ books etc. required by schools and other institutions in and around rural areas in Kurkumbh and Patalganga.

b) Conducting Career Guidance Workshop for 10th and 12th Students.

c) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

d) Tree Plantation programmes in and around both the Complexes of the Company and also nearby village (for environmental protection) helping to minimize the global warming scenario.

e) Encouraging research in the country by instituting the "Alkyl Amines Young Scientist Award" through ICT Mumbai.

f) Provision of water tankers to the villages in Kurkumbh.

13. CODE OF CONDUCT:

The Board o[ Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

14. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules, 1975, during the year.

15. INSURANCE

The Properties and Assets of the Company are adequately insured.

16. DIRECTORS:

Mr. K.R.V.Subrahmanian, Mr. S. B. Ghia, Mr. D. G. Piramal, Mr. S.M. Thakore, Mr. P. N. Kapadia and Ms. Tarjani Vakil, being Independent Directors, are being appointed for a term of 5 years as per provisions of The Companies Act, 2013. Mr. Kirat Patel, retire by rotation at the Annual General Meeting and, being eligible, has offered himself for re-appointment.

Your Directors recommend the re-appointment of all these Directors.

17. STATUTORY AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

18. COST AUDITORS:

The Members are also requested to appoint Cost Auditor Mr. Hemant V. Shah for audit of cost accounts. The Company has received a letter from him confirming that his appointment will be in accordance with the limits specified in Section 141(3)(g) of the Companies Act, 2013.

19. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b> That such accounting policies as mentioned in Note 1 to the annual accounts have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31, 2014 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

20. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

21. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

YOGESH M. KOTHARI

Chairman & Managing Director Place: Mumbai Date : May 15, 2014


Mar 31, 2012

The Directors take pleasure in presenting the 32nd Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS:

2011-12 2010-11

Rs.In Lakhs Rs.In Lakhs

Total Revenue (including Excise & Sales tax) 31838 26058

Total Revenue (net of taxes) 29033 23767

Profit before interest, depreciation & Taxation 4362 3309

Interest & financial expenses 1103 1032

Depreciation 891 917

Profit before tax 2368 1360

Provision for tax 652 320

Net Profit after tax 1716 1040

Add: balance profit b/f 2872 2293

Profit available for appropriation 4588 3333

Transfer to General Reserve 172 105

Equity Dividend 408 306

Tax on dividends 66 50

Balance profit carried to balance sheet 3942 2872

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs 4 /- per Equity Share on Equity Shares of Rs 10/- each for the year ended March 31, 2012 (Previous Year: Rs 3/- per share). The total amount of dividend including Income tax thereon would amount to Rs 474 lacs (Previous Year Rs 356 lacs).

3. OPERATIONS:

Sales of products registered a 21% increase in value (including excise duty) from Rs 24879 lacs to Rs 30203 lacs. Profit before tax (after interest and depreciation charges) increased to Rs 2368 lacs compared to Rs 1360 lacs of the previous year. During the year 2011-2012 we have achieved profit after tax of Rs 1716 lacs compared to Rs 1040 lacs of the previous year.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

4. NEW PROJECTS:

We have commissioned on March 14, 2012 the new plant to commercially produce Acetonitrile, a chemical, which has applications in pharma and agrochemical sectors. During the year, we have debottlenecked the capacities to produce enhanced quantities of various amines and amine derivatives, details of which are given in Management Discussion and Analysis Report annexed (Annexure 1).

5. EXPORTS:

We achieved an export turnover of Rs 6361 lacs (FOB) compared to Rs 4073 lacs (FOB) of the previous year, i.e. an increase of 56%.

6. FOREIGN EXCHANGE OUTGO:

During the year we have utilized a sum of approx. Rs 2555 lacs (compared to Rs 2976 lacs) in foreign currency mainly to import raw materials etc.

7. associate/subsidiary companies

a. Demines & Chemicals Limited, Vadodara:

Demines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income of Rs 6711 lacs as against Rs 8290 lacs of the previous year and a profit after tax of Rs 360 lacs as against Rs 1471 lacs of the previous year. The Board of Directors has recommended a dividend of 10% the year 2011- 12 compared to 60% of the last year.

b. Alkyl Amines (Europe) SPRL:

In 2009 we had registered a wholly owned subsidiary company in the name of Alkyl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 with a view of expanding and consolidating the company's export business in Europe. As on March 31, 2012 this company has an accumulated loss of Euro 11946.19.

c. Alkyl Specialty Chemicals Limited:

This company is engaged in marketing of new products of the Holding Company.

This company achieved a total income of Rs 29.96 lacs (Previous Year: Rs 6.34 lacs) and a profit after tax of Rs 25.52 lacs (Previous Year; Loss of Rs 5.68 lacs).

Pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Demines & Chemicals Limited, Alkyl Amines Europe SPRL and Alkyl Specialty Chemicals Limited.

The Annual Accounts of the Subsidiary companies Alkyl Amines Europe SPRL and Alkyl Specialty Chemicals Limited are available for inspection by any member at the registered office during business hours. The Company will send copies thereof to the shareholders who many, if required, write to the company.

8. conservation of ENERGY:

Energy conservation continues to be an active focus area for your Company since it is not only a major cost in the manufacturing process but, more importantly, a significant part of your Company's corporate social responsibilities. Your Company has taken several initiatives at each plant level in order to conserve energy which is in line with our policy of conservation of natural resources.

Our company has taken various measures for conservation of energy. These include the following :

a) De-bottlenecking to enhance plant capacity:

Capacity of Methylamines and Ethylamine's was enhanced thereby reducing the specific consumptions of steam, electricity and cooling water.

b) planned production at optimum levels,

c) regular monitoring of electricity and fuel consumption and taking corrective steps, wherever required

d) utilization of by-product steam.

e) commissioning of dedicated Express Feeder to ensure consistent power supply thereby reducing diesel consumption.

9. SAFETY, HEALTH AND ENVORONMENT:

Keeping in line with the core values of being a responsible corporate citizen, an effective Environmental Management System (EMS) has been established by your Company. We are committed to:

- Our employees by continuously improving our safety performances and offering them a healthy and motivating work environment.

- Our customers by continuously improving the production and development of innovative, high quality and sustainable products.

- The environment by continuously improving our production and logistic processes in terms of energy and material efficiency, water usage, air emissions and land preservation.

- The whole society by integrating social, environmental and economic concerns into our operations and strategies well beyond all legal laws and regulations.

(a) Environment:

We give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been re-certified to ISO 14001:2004. We have completed successfully the certification audit at Kurkumbh and are declared as ISO 14001:2004 certified organization, in April 2011.

Environment protection and adherence to pollution control norms is of high concern for our company.

i) Air Emissions - We monitor regularly emissions from various sources and are very particular about compliance with statutory requirement. Projects are undertaken for reduction of emissions. Our co-gen plant is aiding the global quest for controlling GHG emission by using renewable fuel.

ii) Liquid waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimize the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has planned substantial investment for expanding its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Pataganga and Kurkumbh.

Pilot Plant trials of RO system were conducted to confirm the suitability of RO process for recovering water from treated effluent and recycle it for process use. We plan to commission this at an early date.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited, Taloja and Maharashtra Enviro Power Limited, Ranjangaon respectively.

iv) Green belt - Tree plantation inside and outside the factory premises is given utmost importance. So far we have planted nearly 8320 trees in and around our plant sites.

v) Non conventional and Renewable Energy and Natural Resource conservation - We use bagasse as fuel for boiler, as and when available. We also use Solar Water heaters at the staff colony. Measures like gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities are also undertaken at the staff colony.

(b) Safety :

We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are an active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

External safety audit is carried out by outside agencies and the audit recommendations are being implemented.

Safety promotional activities such as celebration of national safety week, world environment day, fire service day, and participation in regional safety competition done regularly.

The Company conducted Mock drill for onsite emergency scenario in presence of Observers from Directorate of Industrial Safety and Health and experts from other industries, the systematic mitigation actions were appreciated by the observers.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

(c) Health :

Health of employees is of utmost importance. Periodic check up of employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have well equipped Occupation Health Centers with appropriate staff and own AMBULANCE Vehicle at both manufacturing sites at Patalganga and Kurkumbh. We have team of employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. Occupational Health and Safety issues are continuous focus points for your Company. This commitment has prompted your Company to implement OHSAS 18001:2007 standard in the factories. We are working towards obtaining OHSAS 18001:2007. The initial Audit for OHSAS was conducted in March 2012.

10. responsible CARE:

We are signatory to the Responsible Care Initiative of Indian Chemical Council. We are in the process of getting our company audited and certified under Responsible Care.

11. corporate social responsibility:

Your Company recognizes the fact that, beyond the day to day conduct of its business, as a responsible corporate citizen it has to discharge its duties towards the larger society in which it operates. The core areas identified by your Company to improve the society are Health Care, Basic Education, Women Empowerment and the Environment.

During the year, we continued with various community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities include:

a) Supplying furniture/equipments/uniforms/books etc. required by schools and other institutions in and around rural areas in Kurkumbh and Patalganga.

b) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

c) Tree Plantation programmes in and around both the Complexes of the Company, (for environmental protection) helping to minimize the global warming scenario.

d) Promoting and sponsoring activities in the areas of Safety, Health and Environment, Education, Sports and Cultural Activities in co-ordination with other agencies.

e) Encouraging research in the country by instituting the 'Alkyl Amines Young Scientist Award" through ICT, Mumbai.

Over and above the various initiatives under Responsible Care by the company, during the year 2011- 12 we have spent about Rs 11 Lacs towards CSR activities.

12. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the company's website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

13. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

14. INSURANCE

The Properties and Assets of the Company are adequately insured.

15. DIRECTORS:

Mr. H.M Kothari, Mr. K.R.V. Subrahmanian and Mr. Suneet Kothari retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Export Import Bank of India has withdrawn nomination of Ms. Rima Marphatia from the Board and has appointed Ms. Meena Verma in her place, as its Nominee Director. The Board wishes to place on record its appreciation of the valuable guidance and advice the company has received from Ms. Marphatia during her tenure.

Mr. Yogesh M. Kothari's term as Chairman & Managing Director expired on March 31, 2012 and the Board has reappointed him as Chairman & Managing Director for a further period of three years. The term of Mr. Kirat Patel and Mr. Suneet Kothari as Executive Directors expired on December 31, 2011 and the Board has reappointed them as Executive Directors for a further period of three years.

Your Directors recommend the re-appointment of all these Directors.

16. AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

17. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Note 1 to the annual accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31, 2012 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

18. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

19. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

For and on behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 22, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the 30th Annual Report and Audited Statement of Accounts of the Company for the financial year ended March 31, 2010.

1. FINANCIAL RESULTS:

2009-10 2008-09 Rs. In Lakhs Rs. In Lakhs

Total Income (gross) 23740 22280

Profit before interest, depreciation & taxation 3647 2690

Interest & financial expenses 1204 1171

Depreciation 853 696

Profit before tax 1590 823

Provision for tax 483 272

Net Profit after tax 1107 551

Previous year adjustments (103) (149)

Profit after adjustments 1003 402

Add: balance profit b/f 1749 1626

Profit available for appropriation 2752 2028

Transfer to General Reserve 101 41

Equity Dividend 306 204

Tax on dividends 52 35

Balance profit carried to balance sheet 2293 1749

2. DIVIDENDS:

We recommend for your approval payment of dividend at Rs.3/- per Equity Share on Equity Shares of Rs.10/- each for the year ended March 31, 2010 (Previous Year: Rs.2/- per share). The total amount of dividend including Income tax thereon would amount to Rs. 358 lacs (Previous Year Rs.239 lacs).

3. OPERATIONS:

Though sales of chemicals in volume registered a 22% increase from 17372 MT of the previous year to 21152 MT, sales (gross) for the year 2009-10 was Rs.23166 lacs compared to Rs. 21520 lacs for the year 2008-2009 registering only an increase of 8% since we had to drop our prices due to competition both from imports and domestic players. Profit before tax (after interest and depreciation charges) increased to Rs.1590 lacs compared to Rs.823 lacs of the previous year, i.e. an increase of 93%. During the year 2009-2010 we have achieved profit after tax of Rs.1107 lacs compared to Rs. 551 lacs of the previous year, i.e. an increase of 101%.

Further details of operations are given in the Management Discussion and Analysis Report annexed (Annexure 1).

4. EXPORTS:

Despite the global slowdown which affected volumes, we achieved an export turnover of Rs. 4073 lacs (FOB) compared to Rs.3896 lacs (FOB) of the previous year, i.e. an increase of 5%.

5. FOREIGN EXCHANGE OUTGO:

During the year we have utilised a sum of approx. Rs.2006.25 lacs in foreign currency mainly to import raw materials etc.

6. ASSOCIATE/SUBSIDIARY COMPANIES

a. Diamines & Chemicals Limited, Vadodara:

Diamines and Chemicals Ltd., Vadodara, our associate company, has achieved a total income of Rs. 5538 lacs as against Rs. 3029 lacs of the previous year and a profit after tax of Rs. 935 lacs as against Rs. 136 lacs of the previous year. This years income includes write-back of Rs.849 lacs of old liability no longer required. The Board of Directors of DACL has recommended a dividend of 20% for the year 2009-10.

b. Alkyl Amines (Europe) SPRL:

During last year, we had registered a wholly owned subsidiary company in the name of Alkyl Amines (Europe) SPRL in Belgium with an initial share capital of Euro 12400 with a view of expanding and consolidating the companys export business in Europe. The company has not yet started its business. As on March 3, 2010 this company has an accumulated loss of Euro 17668.

c. Alkyl Speciality Chemicals Limited:

This company was earlier engaged in marketing of speciality chemicals. As reported last year, to consolidate the operations of the group, we have decided to route the indenting and stock and sale business through our Company and hence, this company does not have any activities.

This company achieved a total income of Rs. 11.82 lacs (Previous Year: Rs. 6.84 lacs) and a profit after tax of Rs. 2.29 lacs (as against loss of Rs. 5.20 lacs for the previous year).

Pursuant to Accounting Standard AS21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Diamines & Chemicals Limited, Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited. The Annual Accounts of the Subsidiary companies Alkyl Amines Europe SPRL and Alkyl Speciality Chemicals Limited and such other documents as annexed and attached to the Balance Sheet are available for inspection for a period of 21 days before the date of the Annual General Meeting by any member at the registered office during business hours.

7. CONSERVATION OF ENERGY:

Various measures taken by the company for conservation of energy include:

de-bottlenecking to enhance plant capacity, planned production at optimum levels, regular monitoring of electricity and fuel consumption and taking corrective steps, wherever required utilisation of by-product steam.

Efforts are continuously being made to reduce water consumption and we have achieved reduction in water consumption for the year 2009-10 compared to 2008-09.

A carbon footprint study is being done for the years 07-08, 08-09 and 09-10. This is to identify the sources of direct and indirect GHG emission and its estimation. The estimation will follow World Business Council for Sustainable Development (WBCSD) guidelines.

We have installed a chiling unit using heat from process, based vapour absorption principle,resulting in saving in electricity. This is a latest technology and this unit is eligible for getting credit for Carbon emission reduction under CDM Programme.

More details are given in Annexure 2 (Form A) annexed to this report.

8. TECHNOLOGY ABSORPTION/ R&D

We have a dedicated 25-person strong R&D team at our R&D Centre in Hadapsar. It offers a combination of both chemistry and process technology capabilities, which help us to regularly launch new products, and also improve cost efficiencies. With the help of our strong research capabilities, we have introduced two new products in the financial year 2009-2010, which have application in multiple industries. Some of the larger volume uses are in oil and gas, in electronics, in lubricants and in life sciences. We will be the first company in Asia and the third in the world to make one of the two products. We are in the process of patenting some of the technologies developed by our R&D Centre.

The information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure 3 (Form B) attached to this report.

9. SAFETY, HEALTH AND ENVIRONMENT:

(a) Environment:

We give utmost importance to Environment protection and adherence to pollution control norms. Environmental Management System at Patalganga has been Recertified to ISO 14001:2004 and we are in the process of implementing ISO 14001 for our Kurkumbh Plant.

i) Air Emissions - We monitor regularly Emissions from various sources and are complying with statutory requirements. Projects are undertaken for reduction of emissions. Our co-gen plant at Kurkumbh is aiding the global quest for controlling GHG emission by using renewable fuel. The project is approved by Government of India, Ministry of Environment and Forests and is also registered with the Executive Board established under the Kyoto Protocol to the UNFCC. ii) Liquid waste Treatment - We have integrated Effluent Treatment Plants and we maintain outlet standards within the prescribed limits. Continuous efforts are made to minimise the quantity of effluent generated and feasibility of recycling of treated effluent is being studied. The company has made substantial investment for expanding its effluent treatment capacity to meet long term requirements. Our Company is also a member of the CETP located at Pataganga and Kurkumbh.

iii) Solid Waste Management - Solid wastes are either incinerated or disposed off to secured landfill. The manufacturing sites at Patalganga and Kurkumbh are members of the Authorized Common Hazardous Waste Transport, Storage & Disposal Facility namely; Mumbai Waste Management Limited; Taloja, and Maharashtra Enviro Power Limited; Ranjangaon respectively.

iv) Green belt -Tree plantation is one of the major activities carried out inside and outside the premises. We have so far planted nearly 6500 trees in and around our plant sites.

v) Non conventional Energy and Natural Resource conservation-

We are pioneering at the staff colony the usage of Solar Water heaters, gravitational water supply, Sewage water gardening, Rain water harvesting, and number of GO GREEN activities.

(b) Safety - We encourage a high level of awareness of safety issues among our employees and strive for continuous improvement. All incidents are analysed in safety committee meetings and corrective actions, wherever necessary, are taken immediately. Employees are trained in safe practices to be followed at workplace. Active participation is done in Mutual Aid scheme in the respective industrial areas. We are active and leading member of Local and District Crisis Group and have earned reputation amongst society around and statutory authorities for prompt technical support during Disaster Management events.

(c) Health - Health of employees is also accorded importance. Periodic check up of all employees is done to monitor their health. Regular work area monitoring to check concentration of chemicals, noise level, and quality of ambient air is done. We also have Occupation Health Centres with staff at both manufacturing sites at Patalganga and Kurkumbh.

We have more than 30 % of our employees trained as FIRST AIDERS who contribute their skills while on duty as well as away from duties to serve the society. We are working towards obtaining ISO 18000.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year, we continued with varous community development activities in and around the rural areas situated in Kurkumbh as well as Patalganga Complexes and elsewhere as identified by our Corporate Social Responsibility Cell. The activities included :

a) supplying infrastructure required by schools in and around rural areas in Kurkumbh and Patalganga and making a donation of Rs.5 lacs to a school in Tamil Nadu.

b) Facilitating dialogue with various constituents, establishments and departments concerned with environment, safety and social welfare, with a view to achieve co-ordination and co-operation in successful implementation of the programme.

c) Afforestation programmes in and around both the Complexes of the Company, (for environmental protection) thus minimizing the global warming scenario.

d) Promoting and Sponsoring activities in the areas of Safety, Health and Environment, Education, Sports and Cultural Activities in co-ordination other agencies.

e) encouraging research in the country by instituting the Alkyl Amines Young Scientist Award" through UICT, Mumbai.

The Company has a Disaster Management Plan within the Company and to surrounding industry, either in the form of providing risk information to the community or to respond in case of any emergency, as a part of its social responsibility. As a part of Disaster Management Programme, to create awareness about the immediate and timely actions to be taken at the time of disasters like gas leak, accidents etc., mock drills are conducted.

During the year we have spent around Rs. 9 Lacs towards CSR activities.

11. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management, which is available on the companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

12. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

13. INSURANCE

The Properties and Assets of the Company are adequately insured.

14. DIRECTORS:

Mr. Suneet Kothari, Mr. Dilip G. Piramal and Mr. S.B. Ghia retire by rotation at the Annual General Meeting and, being eligible, have offered themselves for re-appointment. Your Directors recommend the re-appointment of all these Directors.

15. AUDITORS:

Members are requested to appoint Auditors and fix their remuneration. M/s. Bansi S. Mehta & Co., Chartered Accountants, the retiring Auditors, are eligible for re-appointment. The Company has received a Certificate from them to the effect that their appointment, if made, will be within the prescribed limit under Section 224(1-B) of the Companies Act, 1956.

16. RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956:

(a) That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Schedule 20 to the annual accounts have been selected and applied consistently and judgements and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March 31, 2010 and of the profit of the company for that year;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and to prevent and detect fraud and other irregularities;

(d) That the Annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

17. CORPORATE GOVERNANCE

A separate detailed Corporate Governance report is attached herewith as Annexure 4.

19. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the continuous support received by the Company from the investors, participating Financial Institutions, Banks, Foreign Principals, Central/State Government Departments, its Customers and Suppliers.

For and on- behalf of the Board

Place: Mumbai YOGESH M. KOTHARI

Dated: May 31, 2010 Chairman & Managing Director



 
Subscribe now to get personal finance updates in your inbox!