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Directors Report of Bhagiradha Chemicals & Industries Ltd.

Mar 31, 2016

DIRECTOR’S REPORT

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report of your Company together with the audited statement of accounts for the year ended 31st March 2016.

Financial performance Rs, in lakhs

Particulars

Year ended 31.03.2016

Year ended 31.03.2015

Net Sales and other income

15,131

22,070

Operating profit (PBDIT)

536

1,166

Less : Depreciation

363

291

Less : Interest

702

571

Profit before tax Less : Provision for tax

-529

304

(incl. deferred tax)

-208

52

Profit after tax

-321

252

Balance brought forward from previous year

3525

3,427

Profit available for appropriation

3204

3,679

Less: Depreciation (net of deff tax) on life assets Appropriations :

—

43

Proposed dividend

-

51

Dividend tax

-

10

Transfer to general reserve

-

50

Balance carried forward to next year

3204

3,525

Performance Review :

The Board of Directors are pleased to inform that the company has achieved a turnover of Rs, 14913 Lakhs (Rs, 21783 Lakhs). The net revenue from operations for the current year was Rs, 15027 lakhs (Rs, 21963 lakhs). The loss before tax for the year is Rs, 529 lakhs as against profit of Rs, 304 lakhs during the preceding previous year.

Dividend :

Your Directors did not recommend any dividend for the financial year 2015-16.

During the year dividend amounting to Rs, 205,907/- that had not been claimed by the shareholders for the Financial years 2007-08 and 2008-09 (Interim) was transferred to the credit of Investor Education and Protection Fund as required under section 124 read with section 125 of the Companies Act, 2013.

Board Meetings :

The Board of Directors duly met 4 times during the financial year from 1st April, 2015 to 31st March, 2016. The meetings were held on 15th May 2015, 8th August, 2015, 6th November, 2015 and 08th February, 2016.

Directors :

In accordance with the provisions of the Companies Act, 2013, Sri. K.S Raju (DIN:00008177) retires from office by rotation, and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting of the Company.

The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 has been provided in the notes to the notice convening the Annual General Meeting.

Independent Directors Declaration :

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Evaluation of the Board’s Performance :

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

Directors Responsibility Statement :

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, your Directors confirm as under:

I. In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year ended 31st March 2016 and the loss of the Company for the year under review.

III. The Directors have taken proper and sufficient care 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.

IV. The Directors have prepared the annual accounts on a ‘going concern'' basis.

V. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis :

The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report as Annexure-II.

Statutory Auditors :

M/s. R. kankaria & Uttam Singhi, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of 24th Annual General Meeting, who were appointed in the 21st AGM to hold office until the conclusion of 24th AGM. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Sagar & Associates, Cost Accountants, as the Cost Auditors of the company for the year 2016-2017 at a remuneration of '' 75,000. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. The Cost Audit Report for the year 2014-15 has been filed under XBRL mode within the due date.

The Cost Audit Report for the F.Y 2014-15 does not contain any qualification, reservation or adverse remark.

Secretarial Auditors :

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s. Naresh Tiwari & Associates, Company Secretaries as the Secretarial Auditor for the year 2016-2017.The secretarial audit report for the F.Y 2015-16 forms part of this Report as Annexure -III.

There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report.

Audit Committee :

The committee comprises of Shri D. Ranga Raju, Shri Sudhakar Kudva and Shri Chandra Sekhar Singavarapu. The Chairman of the Committee is Shri Sudhakar Kudva who is a non-executive Independent Director. The Company Secretary is the Secretary to the committee. During the year under review four (4) meetings of the audit committee were held.

Vigil mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.bhagirad.com/reports/vigil mechanism/ vigil mechanism policy link.

Stakeholder Relationship Committee :

Stakeholder Relationship Committee comprises of Shri.D. Ranga Raju as Chairman and Shri Sudhakar Kudva and Shri D. Sadasivudu as members. The details of term of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo :

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, are given to the extent applicable in the Annexure forming part of this Report is enclosed as Annexure - I.

Corporate Social Responsibility (CSR) :

During the year pursuant to the provisions of section 135 read with Schedule VII of the Companies Act, 2013 the company does not fall under the criteria of CSR Policy. Hence the company has not contributed towards CSR Activity.

Material changes effecting financial positions of the company :

No material changes have occurred and commitments made, affecting the financial position of the company, between the end of the financial year of the company and the date of this report. There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

Extract of Annual Return :

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure-IV.

Subsidiaries, Joint ventures and Associate Companies :

During the year under review the company does not have any subsidiaries and joint ventures. The company have one associate company the details are given in MGT-9 is enclosed as Annexure-IV.

Fixed Deposits :

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

Particulars of Loans, Guarantees or Investments :

The Company has not granted any Loans, Investments, Guarantees and securities.

Sexual Harassment of Women at workplace :

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under “The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013”.

During the financial year 2015-16, no complaint was received under the policy.

Particulars of Employees :

During the year NONE of the employees have received remuneration more than the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 35(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration ratio of the Directors / Key Managerial Personnel / employees :

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the company and Directors is furnished here under:

Sl.

No

Name

Designation

Remuneration paid F.Y 201516 Rs, lakhs

Remuneration paid F.Y 201415 Rs, lakhs

Increase in Remuneration from previous Year Rs, lakhs

Ratio/Times per Median of employee remuneration

1.

S.Chandra Sekhar

MD

38.59

38.59

-

32.15

2.

B. Murali

CFO (KMP)

30.90

30.90

-

25.75

3.

A.Arvind kumar

COO (KMP)

25.72

8.57*

-

21.4

4.

B.N.Suvarchala

CS (KMP)

3.96

0.13**

-

3.3

*Mr. A. Arvind Kumar was appointed on 1st December, 2014. **Mrs. B.N. Suvarchala was appointed on 19th March, 2015.

Listing with Stock Exchange:

The Board of Directors confirms that, the annual listing fees have been paid for the year 2016-2017 to BSE where the Company''s Shares are listed.

Dematerialization of shares :

98.91% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 1.09% is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., having their registered office at Plot No.3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

Corporate Governance and Shareholders Information :

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement as well as SEBI (LODR) Regulations, 2015.

A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is attached to this report as Annexure-VI.

Risk and area of concern :

The company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor and non-business risks. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the same through a properly defined framework.

During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the company.

Related Party Transactions :

All related party transactions are in the ordinary course of business and at arm''s length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review. The Particulars of transactions during the year as AOC-2 is enclosed in Annexure-V.

Research & Development :

R&D continues to do good job in process development. Over the years, it has adapted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development of new products and various developments in processes.

Safety, Health, Environment and Quality :

The Company is committed to excellence in safety, health, environment and quality management. It accords the highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of your Company is focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.

Acknowledgement

The Directors take this opportunity to thank all the stakeholders for their support and co-operation.

For and on behalf of the Board

Date : 25.05.2016 D. Ranga Raju

Place : Hyderabad. Chairman


Mar 31, 2014

The Shareholders

The Directors have pleasure in presenting the Twenty First Annual Report together with the audited accounts of the company for the year ended 31st March 2014.

Financial Results Rs in lakhs

Year ended Year ended Particulars 31.03.2014 31.03.2013

Net sales and other income 17,301 14,615

Operating profit (PBDIT) 1,129 1,010

Less: Depreciation 481 368

Less: Interest 432 351

Profit before tax 216 291

Less: Provision for tax (Incl. deferred tax) 20 94

Profit after tax 196 197

Balance brought forward from previous year 3,340 3,143

Profit available for appropriation 3,536 3,340

Appropriations:

Proposed dividend 51 -

Dividend tax 8 -

Transfer to general reserve 50 -

Balance carried forward to next year 3,427 3,340

3,427 3,340

Operations

The Board of Directors are pleased to inform that the company has achieved a turnover of Rs. 173 crores. The net revenue from operations for the current year was Rs. 17,301 lakhs (Rs. 14,615 Lakhs) The Profit before tax was Rs. 216 Lakhs as against a profit of Rs. 291 lakhs during the financial year 2012-2013.

Dividend

Your Directors are now pleased to recommend a dividend of 1/- per equity share (10% on nominal value of equity

shares of Rs.10 each) for your consideration and approval at the ensuing Annual General Meeting of the Company

During the year, dividend amounting to Rs. 81,625/- (Rupees Eighty One Thousand Six Hundred and Twenty Five only) that had not been claimed by the shareholders for the year ended 31st March, 2006, was transferred to the credit of Investor Education and Protection Fund as required under Section 205A read with Section 205C of the Companies Act, 1956.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company''s values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forests.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guidelines to monitor control & minimize generation of wastes. The company has installed Opacity Meter and VOC machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director''s Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2014 and of the Profit of the company for the year under review.

c) the Directors have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a ''going concern'' basis.

In accordance with the Corporate Governance Voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India, it is hereby confirmed that proper systems are in place to ensure compliance of all laws applicable to the Company.

Industrial Relations

Industrial relations were cordial during the year. Your Directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director''s Report.

Research & Development

R&D continues to do good job in Research. Over the years,

it has adopted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development new products and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Shri KS Raju, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri D.Ranga Raju and Shri Sudhakar Kudva, Directors as Independent Directors for five consecutive years for a term upto 31st March 2019. Detail of the proposal for appointment of Shri D.Ranga Raju and Shri Sudhakar Kudva, Directors are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 21st Annual General Meeting.

Auditors'' Report

The Auditors'' Report is clean and there are no qualifications in their Report.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as Auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

Cost Auditors

The Company had appointed M/s Sagar & Associates., Cost Accountants, to audit its cost accounting records relating to year 2012-13. The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs was 27th September,2013. The Cost Audit Report was filed with Ministry of Corporate Affairs on 25th September, 2013.

The Company is seeking the ratification of the Shareholders for the appointment of M/s Sagar & Associates, Cost

Accountants as the Cost Auditors of the Company for the financial year 2014-15 vide resolution No. 7 of the Notice of AGM.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2014-2015 to the BSE Limited

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the Companies Act, 1956.

Corporate Governance

As required by the existing Clause 49 (VII) of the Listing Agreement entered into with the Stock Exchange, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

We thank our customers, vendors, investors and bankers namely Bank of India, State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, the state governments and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Sd/- Place : Hyderabad D. Ranga Raju Date : 28.05.2014 Chairman


Mar 31, 2013

To The Shareholders

The directors have pleasure in presenting the Twentieth annual report together with the audited accounts of the company for the year ended 31st March 2013.

Financial Results (Rs. in lakhs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Net sales and other income 14,615 6,861 Operating profit (PBDIT) 1,010 97

Less: Depreciation 368 297

Less: Interest 351 241

Profit before tax 291 (441)

Less: Provision for tax (Incl. deferred tax) 94 (159)

Net profit 197 (282)

Balance brought forward from previous year 3,143 3,425

Profit available for appropriation 3,143

- Transfer to general reserve

- Balance carried to balance sheet 3,340 3,143

Operations

The Board of Directors are pleased to inform that for the first time since its inception, the company has achived a turnover of Rs. 146 crores. The net revenue from operations for the current year was Rs. 14,615 lakhs (Rs. 6,861 Lakhs) which includes exports of Rs. 8,503 Lakhs (Rs. 4,457 lakhs). The Profit before tax was Rs. 291 Lakhs as against a loss of Rs. 441 lakhs incurred during the financial year 2011-2012.

Dividend

The Board of Directors have not recommended any dividend for the financial year ended 31st March 2013.

Pursuant to section 205A (5) of the companies Act, the company has transferred Rs. 91,205/- (Rupees Ninety One thousand Two hundred and Five only) which was lying unclaimed for a period of seven years to Investor Education and Protection Fund account established under section 205(1) of the Companies Act, 1956.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company''s values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forests.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company''s stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guidelines to monitor, control & minimize generation of wastes. The company has proposed to install Opacity Meter and VOC machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director''s Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2013 and of the Profit of the company for the year under review.

c) the directors have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities.

d) the directors have prepared the annual accounts on a ''going concern'' basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director''s Report.

Research & Development

R&D continues to do good job in Research. Over the years, it has adopted to changing and difficult times, and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavoured to generate revenues by way of development new products and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Sri D. Ranga Raju, Director and Sri Sudhakar Kudva, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer themself for reappointment.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as Auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. The company has received a letter from the Auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Cost Auditors

Pursuant to the direction from the Ministry of Corporate Affairs and section 224 (1-B) & 233B of the Companies Act, 1956 for appointment of Cost Auditors and subject to the approval from Central Government your Company has re-appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad, as the Cost Auditors for the Financial Year 2013-14.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2013-2014 to the Bombay Stock Exchange.

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the Companies Act, 1956.

Acknowledgement

We thank our customers, vendors, investors and bankers namely State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, the state governments and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Place: Hyderabad D. Ranga Raju

Date :18.05.2013 Chairman


Mar 31, 2012

The directors have pleasure in presenting the Nineteenth annual report together with the audited accounts of the company for the year ended 31st March 2012.

Financial Results (Rs. in lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Net sales and other income 6,861 6,000

Operating profit (PBDIT) 97 103

Less: Depreciation 297 256

Less: Interest 241 118

Profit before tax (441) (271)

Less: Provision for tax (Incl. deferred tax) (159) (279)

Net profit (282) 8

Balance brought forward from previous year 3,425 3,417

Profit available for appropriation 3,143 3,425

- Transfer to general reserve - - - Balance carried to balance sheet 3,143 3,425

Operations

The net revenue for the current year was Rs. 6,861 Lakhs (Rs. 6,000 lakhs) which includes an export income of Rs. 4,457 Lakhs (Rs. 3,688 lakhs). The Loss before tax was Rs. 441 Lakhs (Rs. 271 lakhs) a significant decline while compared to the previous year. The production during the year was 1,268 MT (834 MT).

The operation of the company was affected due to a fire accident that took place on 10th of August 2011. The entire Block 3 of the factory was destroyed due to the fire accident. The company incurred loss of human resources (2 employees), materials and machinery. The company had to close down its operation in factory for 50 days.

Despite the adverse impact, the company took steps to maintain the production level. Rigorous steps are being taken to revive the Block 3 in factory.

Dividend

The Board of Directors have not recommended any dividend for the financial year ended 31st March 2012.

Safety, Health and Environment

Your company has always laid great emphasis on Environment, Health, Safety (EHS) and Pollution. EHS and Pollution control responsibility is fundamental to Company's values. As the Company is committed to become a world class company, measurable improvements in environment, health, safety and pollution aspects in relation to our products, services & operations remains our key focus. The ambient air quality and stack emissions level gets monitored with the help of third party on a monthly basis. These parties are Government recognized laboratories recognized by Ministry of Environment and Forest.

In the entire 19 years of operation, the fire accident that took place on 10th August 2011 was the sole occurrence of an accident in the factory premises. Company conducted strength and stability studies for the civil structures damaged due to fire accident by competent authorities and recommendations were implemented. Safety audit of the entire equipment, electricals, plant and machinery inside the facility was carried out by competent authorities and recommendations were implemented. As an added safety measure, in addition to the existing safety valves, the company has installed Rupture Disc to the reactors vent system to release excess pressure. Dedicated fire hydrant system with automation is being planned in addition to existing fire hydrant system connected to cooling water line as continuous water supply to the fire hydrant line.

Taking lesson from the past, the company revisited the safety and health conditions and has taken stringent precautionary safety and health measures so as to avoid such incidents in future. A safety committee has been constituted to identify potential hazards and propose solution / alternatives to minimize / eliminate the hazards and a safety policy has been drafted and implemented. Further in a view to educate the employees and factory workers, regular internal safety trainings are being conducted to train them on safe work practices, use of firefighting equipment etc.

Company undertakes constant and persistent efforts to upgrade environmental performance and is putting its best efforts to augment the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Effluents from the plants are treated so effectively that it meets not only the legal parameters but also meets with Company's stringent internal standards. Air emissions are effectively controlled by providing dust collectors, wet scrubbers. Waste management system provides comprehensive guideline to monitor, control & minimize generation of wastes. The company has proposed to install Opacity Meter and Volatile Organic Compound (VOC) machine as per the norms suggested by Andhra Pradesh Pollution Control Board to provide online stack monitoring data and online odor monitoring data to the Pollution Control Board.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Director's Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2012 and of the Profit/Loss of the company for the year under review.

c) the directors have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities.

d) the directors have prepared the annual accounts on a 'going concern' basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Director's Report.

Research & Development

The Company lays emphasis on Research and Development (R&D) for improvement in existing processes for better productivity and development of new products.

Over the years, continuous R & D has helped the Company to adopt to changing and difficult times and has been contributing with the current needs of the Company by maximum utilization of its existing resources. It has endeavored to generate revenues by way of development of new products such as Azoxystrobin and various developments in processes. To generate revenues through licensing of intellectual property, it has displayed different process technologies.

Directors

Sri K.S Raju, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Managing Director

The Remuneration Committee, at its meeting held on 29th May 2012 endorsed to the Board the appointment of Sri.S.Chandrasekhar, Director who is having 'hands on' experience of over eight years in the synthesis of speciality chemicals and design of chemical plants in the Chemical industry, as Managing Director of the Company with effect from 1st June, 2012 for a period of three years. Sri. S.Chandrasekhar, Director is son of Late Sri. S. Koteswara Rao, Promoter and former Managing Director of the company, who expired on 4th July, 2010. The Committee also approved payment of the same remuneration as Late Sri. S. Koteswara Rao to Sri. S. Chandrasekhar. The Board approved the appointment and remuneration payable to him, subject to approval of the Shareholders.

Statutory Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as auditors of the company at the forthcoming Annual General Meeting and they being eligible, offer themselves for re-appointment. The company has received a letter from the auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Cost Auditors

Pursuant to the direction from the Ministry of Corporate Affairs and section 224 (1-B) & 233B of the Companies Act, 1956 for appointment of Cost Auditors, your Board of Directors has re- appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad, as the Cost Auditor for the year ending March 31, 2013.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchange in Mumbai. The company has paid annual listing fee for the year 2012-2013 to the Bombay Stock Exchange.

Particulars of Employees

During the year under review NONE of the employees have received remuneration more than the limits specified under section 217 (2A) of the companies Act.

Acknowledgement

We thank our customers, vendors, investors and bankers namely State Bank of India and Axis Bank Limited for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Commerce, the Customs and Excise Departments, the Income Tax Department, the Ministry of Finance, the Reserve Bank of India, Andhra Pradesh Pollution Control Board, the state government and other government agencies for their support, and look forward to their continued support in the future.

The company places on record its sincere gratitude to the investors and members for the imposing trust and confidence shown by them on the company.

For and on behalf of the Board

Place : Hyderabad D. Ranga Raju

Date : 29.05.2012 Chairman


Mar 31, 2010

The directors have pleasure in presenting the seventeenth annual report together with the audited accounts of the company for the year ended 31st March 2010.

Financial Results

(Rs. in lakhs)

Year ended Year ended

31-03-2010 31-03-2009

Net sales and other income 9909 10469

Operating Profit (PBDIT) 935 1525

Less: Depreciation 346 278

Less: Interest 161 156

Profit Before Tax 428 1091

Less: Provision for Tax (Incl. deferred tax) 96 143

Net Profit 332 948

Balance brought forward from previous year 3086 2465

Profit available for appropriation 3417 3413

- Dividend including corporate dividend tax - 177

- Transfer to General Reserve - 150

- Balance carried to Balance Sheet 3417 3086



Dividend

The Board of Directors have not recommended any dividend for the financial year ended March 31, 2010.

Operations

The net revenue for the current year was Rs. 9909 lakhs (Rs. 10469 lakhs) which includes an export income of Rs. 7374 lakhs (Rs. 7805 lakhs). The profit before tax was Rs. 428 lakhs (Rs. 1091 lakhs) a significant reduction while compared to the previous year. The production during the year was 1880 MT (2323 MT).

The exports of chlorpyriphos fell due to severe Chinese competition. The increase in cost of raw materials and effluent treatment costs have affected the profitability.

The manufacture of chlorpyriphos which has been a long standing product for the company has been discontinued in July 2010 because of adverse market conditions. Chlorpyriphos was contributing to around 50% of the sales. The company is developing alternative products which is expected to be in the market in the next 12-18 months. The manufacture of other products are continuing.

Safety, Health and Environment

The operational and environment safety are given high priority at the manufacturing plant. Your company maintains a good record in matters of safety and health of the workers.

The directions of the Andhra Pradesh Pollution Control Board for treatment and disposal of all process wastes including the disposal of organic waste through incineration are being complied.

Corporate Governance

Pursuant to clause 49 of the listing agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance are included in the Annual Report. A certificate from the auditors of the company is annexed to this report.

Directors Responsibility Statement

Pursuant to section 217 (2AA) of the Companies Act, 1956, your directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial year ended 31st March 2010 and of the profit of the company for the year under review.

c. the directors have taken proper and sufficient care 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 for preventing and detecting fraud and other irregularities.

d. the directors have prepared the annual accounts on a going concern basis.

Industrial Relations

Industrial relations were cordial during the year. Your directors greatly appreciate the dedicated services rendered by the employees.

Energy Conservation, Technology Absorption, Foreign Exchange Earning and Outgo

As required under section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part the Directors Report.

Directors

Your directors express their profound grief on the sad and sudden demise of Sri S. Koteswara Rao, Promoter and Managing Director of the Company on July 4, 2010 and pay tribute to his vision, inspiring leadership and the immense contribution made by him for the establishment and growth of the company. The Board places on record its appreciation of the valuable services rendered by Sri S. Koteswara Rao.

Sri S. Chandra Sekhar and Sri C.M Ashok Muni were appointed as additional directors on July 27, 2010. Sri S. Chandra Sekhar and Sri C.M Ashok Muni hold office as directors of the company up to the ensuing Annual General Meeting. Notices in writing have been received from the members of the company under section 257 of the Companies Act, 1956, conveying their intention to propose the appointment of Sri S. Chandra Sekhar and Sri C.M. Ashok Muni as directors of the company.

Your directors have reappointed Sri D. Sadasivudu as Executive Director for a further period of five years w.e.f. March 1, 2010 subject to the approval of the shareholders.

Sri K.S. Raju and Sri A. Hari Prasad directors retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Auditors

M/s R. Kankaria & Uttam Singhi, Chartered Accountants, are due to retire as auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from the auditors to this effect u/s 224 (1-B) of the Companies Act, 1956.

Fixed Deposits

The company has not accepted any fixed deposits and therefore, the provisions of section 58A of the Companies Act, 1956 are not applicable to the company.

Listing

The shares of your company are listed on the Stock Exchanges in Mumbai and Hyderabad. The Hyderabad Stock Exchange Limited has been derecognized by SEBI on 29-08-2007. Hence, the company has paid annual listing fee for the year 2010-2011 only to The Bombay Stock Exchange.

Particulars of Employees

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is furnished in the Annexure to this Report and forms part of this Report.

Acknowledgement

The Board places on record its appreciation of the valuable co-operation and continuous support extended to the company by its Bankers namely, State Bank of India and AXIS Bank Limited. The support received from the statutory organizations, esteemed customers and the members of the company is gratefully acknowledged.

For and on behalf of the Board

Place:Hyderabad D. Ranga Raju Date :27.07.2010 Chairman

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