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Directors Report of Bhansali Engineering Polymers Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty First Annual Report of the Company together with its Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL AND OPERATIONAL RESULTS:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs. in Lacs)

Particular Current Previous financial financial year ended on year ended on 31.03.2015 31.03.2014

Gross Sales/ Income 67147.74 56883.83

Earnings before Finance Cost, 2265.91 1699.36 Tax and Depreciation

Less: (i) Finance Cost 896.47 981.75

(ii) Depreciation (Net) 501.32 438.93

Profit before tax (PBT) 868.12 278.68

Provision for tax including Deferred 328.20 130.60 Tax

Net Profit after Tax (PAT) 539.921 148.08

b. APPROPRIATION (Rs. in Lacs)

Final Dividend 165.91 165.91

Dividend Tax 33.17 28.20

Transfer to General Reserve NIL NIL

c. OPERATIONS AND FUTURE PLAN:

As was brought out in the text of Board Report for the fiscal 2013-14, the momentum of growth continued with accelerated pace. This is well reflected from the growth of sales revenue which jumped to Rs. 671.48 Crores from previous Rs. 568.84 Crores witnessing a growth of 18.04%. Notwithstanding the ABS market buoyancy and better per KG contribution (sales-cost of input materials) company's focus on cost reduction with respect to energy consumption, manpower productivity and finance cost control remained undiluted. This is well evinced in the quantum jump of 264.61 % in profit after tax achieved by the company in current fiscal when compared with the previous fiscal i.e. Rs. 5.40 Crores in F.Y. 2014-15 as against Rs. 1.48 Crores in F.Y. 2013-14. Company's ongoing efforts to deeply penetrate into automotive ABS market segment and capture fair share of this highest growing segment has started paying dividend. This is well crystallized in terms of acceptance of company's products by MNC automotive companies who have started changing their procurement programme from overseas market to outsourcing from India. This is noteworthy that company's endeavor is contributing towards import substitution programme and also strengthening "Make in India"- an initiative launched by our Hon'ble Prime Minister. ABS consumption is well pronounced in two wheelers automotive industry which is in high growth trajectory as like domestic entrepreneurs, MNCs are also setting up shops to make India as their Global Hub for two wheeler manufacturing. This is creating a spurt in ABS market in India and the demand has outgrown the indigenous supply. Therefore it is deemed most expedient for your company to expand its capacity as quickly as feasible. Expansion of capacity without revamping technology is not prudent and therefore the ongoing capacity expansion programme to 67 KTPA from the existing 51 KTPA is being implemented by modernizing the manufacturing facility. In this context bold decisions were taken to replace old compounding equipments by ultra modern High-Tech equipments. Moreover the degree of automation which was confined to basic polymer manufacturing i.e. HRG and SAN has now been extended to compounding section as well which will have the benefit of fully automated pneumatic conveying system, ultra modern extruders and PLC operated high speed mixers. In this connection, globally lead equipment manufacturers viz. Coperion-Germany and JSW-Japan are involved. Furthermore the company is establishing state of the art research and development center at its Abu Road Plant situated at Plot No. SP-138-143, Ambaji Industrial Area, Abu Road, Dist. Sirohi (Rajasthan) - 307 026 replicating the R&D Center of Nippon A&L, INC, Japan with whom the company has established its Joint Venture- a separate entity under the name and style of 'Bhansali Nippon A&L Private Limited'. In the ambit of the expansion programme, the warehousing facility for the finished goods is being not only expanded but also getting modernized by deploying select pellet tracking system and appropriate material handling equipments being procured from Godrej and Boyce. This will contribute towards improving inventory management and control system and equip the company to serve its customers in a more efficient way.

While by December 2015, the aforesaid expansion programme will be completed, concurrently company will commence activities pertaining to next two level of expansions viz. second phase of expansion from 67 KTPA to 85 KTPA and third phase of expansion from 85 KTPA to 150 KTPA, which is likely to be completed by 2017 and 2019 respectively.

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, your Company does not have any subsidiary Company during F.Y. 2014-15; however it has one Joint Venture/ Associate Company viz. Bhansali Nippon A&L Private Limited having its Registered Office at Unit No. 302, 3rd Floor, Palm Court Commercial Complex, 20/4, Sukhrali Chowk, Sec-14, Opp. Huda Park, Gurgaon, Haryana - 122 001.

The Report on the performance of aforesaid Joint Venture Company is separately attached with this Annual Report in Form No. AOC-1 at its Page No 78 forming part of the Audited Financial Statement of Company for 2014-15.

e. DIVIDEND:

Your Directors are pleased to recommend final dividend @ 10% on the nominal value of the total paid-up equity share capital of Company consisting of 16,59,05,640 Equity Shares of Rs. 1/- each for the financial year ended 31st March, 2015 (viz. dividend of ten paise per equity share). Your Company earned Profit After Tax of Rs. 5.40 Crores during the Financial Year 2014-15 as against Rs. 1.48 Crores during last Financial Year 2013-14. However since the Company has undertaken first phase of expansion programme to enhance its production capacity from existing 51 KTPA to 67 KTPA and requires to make substantial capital expenditures for same, the Company is constrained to conserve its resources to carry ahead the said expansion programme smoothly, hence only 10% dividend has been recommended by the Board. The aforesaid dividend, if approved by members, will be distributed out of the Net Profit of Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Clause 49 of the Listing Agreement, is annexed herewith vide Annexure I and forms an integral part of this Board Report.

3. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurating with the nature of the Company's business, size and complexity of its operations are in place and has been operating satisfactorily and effectively.

During the year, no material weaknesses in the design or operation of Internal Financial Control system were reported.

4. PARTICULARS OF CONTRACT(S)/ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Contract(s)/Transaction(s) entered by Company during fiscal 2014-15 were in its ordinary course of business and on arm's length basis. There were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the company with the Related Parties which may have a potential conflict with the interest of company. All related party transaction(s) are placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval, whenever required.

Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arm's length basis, so Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, are stated at Note no. 26 of the audited Financial Statements of Company forming part of this Annual Report.

5. PARTICULARS OF LOANS, ADVANCES & GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITIES PROVIDED:

Particulars of loans & advances and investments made by company during the F.Y. 2014-15 are stated in the Notes to Audited Financial Statement of Company as annexed to this Annual Report (Please refer to Note No. 12 and 14 thereof). Company has neither given any guarantee nor provided any Security during the said fiscal.

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. DIRECTORS (INCLUDING WOMAN DIRECTOR) AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2014-15, Mr. P R. Bhansali (DIN: 01391893) resigned from the Company's Board and its Committees w.e.f. 29th May, 2014 due to his other pre-occupations. Further, during the year, the members of the Company in their AGM held on 27th September, 2014, approved the appointment of Mr. M. C. Gupta (DIN: 01362556), Dr. B. S. Bhesania (DIN: 00026222) and Mr. Dilip Kumar (DIN: 06882358) as Independent Directors of Company for a period upto 31st March, 2019.

In terms of provisions of Section 149 of the Companies Act, 2013, Ms. Jasmine F. Batliwalla (DIN: 00340273) was inducted by the Board as a woman Director of company viz. as an Additional Director (Non Executive-Independent Category) w.e.f. 30th March, 2015. She will hold office upto the date of ensuing Annual General Meeting of Company subject to her proposed appointment as an Independent Director in ensuing Annual General Meeting.

Mr. Jayesh B. Bhansali (DIN: 01062853), Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Jayesh B. Bhansali was also appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 29th May, 2014 by the Board in accordance with the provisions of Section 203 of the Companies Act, 2013.

Also, the term of appointment of Mr. Jayesh B. Bhansali as a Whole-time Director of the Company is due to expire on 22nd June, 2015. The Nomination and Remuneration Committee at its meeting convened on 30th May, 2015 recommended for his re-appointment and subsequently the Board at its meeting convened on 30th May, 2015 also approved the re-appointment of Mr. Jayesh B. Bhansali as a Whole-time Director designated as Executive Director & Chief Financial Officer (CFO) of Company for a further period of 3 years commencing from 1st April, 2015 i.e. upto 31st March, 2018 subject to approval of members in ensuing AGM.

b. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Company confirming that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited (NSE).

7. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:

a. DISCLOSURES:

The Board met five times during F.Y. 2014-15 viz. 29th May, 2014, 8th August, 2014, 27th September, 2014, 13th November, 2014 and 7th February, 2015. The detailed information with regard to the composition of Board and its Committee(s) and their meetings etc. are stated in the Corporate Governance Report of company, for sake of brevity, which forms part of this Annual Report.

b. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Agreement is annexed herewith vide Annexure II and forms an integral part of this Board Report.

Requisite certificate from the Auditors of the Company, M/s B.L. Dasharda & Associates, Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is appended herewith vide Annexure II (A) and forms an integral part of this Board Report.

Certificate issued by Managing Director and Executive Director & CFO of Company with regard to certification on Audited Financial Statement of the Company for F.Y. 2014-15 is also annexed herewith vide Annexure II (B) and forms an integral part of this Board Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of company related to the compliance of aforesaid Code of Conduct is also annexed herewith vide Annexure II (C) and forms an integral part of this Board Report.

8. COMPANY POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS POLICY:

The Corporate Social Responsibility (CSR) regulations were not applicable to company as it did not qualify the criteria/threshold limit(s) as prescribed pursuant to Section 135 of the Companies Act, 2013. However CSR regulations have become applicable to the company from the current fiscal for which the company is vigilant. The CSR Policy of company has been approved by the Board and hosted on the website of company viz. www.bhansaliabs.com in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. The company has also constituted a CSR Committee.

b. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors approved the Policy on Vigil Mechanism/Whistle Blower on 27th September, 2014, pursuant to which Whistle Blower(s) can raise their concern(s) in relation to reportable matter(s) (as defined in said Policy) and the same is also hosted on the website of the Company viz. www.bhansaliabs.com. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee, whenever exceptionally required and no Director(s)/ employee(s) has been denied access to the Chairman of the Audit Committee during the last fiscal. However, the company did not receive any complaint under its Vigil Mechanism/ Whistle Blower Policy during Financial Year 2014-15.

Brief details about the policy are provided in the Corporate Governance Report forming pat of this Annual Report.

c. RISK MANAGEMENT POLICY:

The Board has approved a Risk Management Policy consisting of some risk elements identified with respect to the operations/activities of company; however the Board has not observed any eminent risk on company which can threaten its existence.

9. COMMITTEES OF THE BOARD OF DIRECTORS:

The details with respect to the Committees of Board of Directors viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee of Company have been stated in the Corporate Governance Report of the Company forming part of this Annual Report.

10. PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTOR(S), COMMITTEE(S) AND FAMILIARIZATION PROGRAMME ETC:

A statement indicating the manner in which the formal annual evaluation of performance of the Board as a whole, its Chairman, Committee(s) and Directors was carried out as well as the familiarization programme as conducted are annexed herewith vide Annexure III.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure IV and are also available at the Registered Office of Company for inspection during its working hours and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

In addition to above, other requirements read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also annexed herewith vide Annexure V.

12. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s B. L. Dasharda & Associates, Chartered Accountants, Mumbai (Firm Registration No. 112615W), the Statutory Auditors of Company, will hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as they have confirmed their eligibility to the effect that if their re-appointment is made by members in the ensuing Annual General Meeting, it shall be within the prescribed limits and they are not disqualified for such re-appointment.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

b. AUDITORS' REPORT:

The observations made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statement of Company for the Financial Year ended 31st March, 2015 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) does not call for any further information/ explanation(s) or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDITORS:

In terms of the provisions of Section 204, M/s Rathi and Associates, Practicing Company Secretaries, Mumbai have been re-appointed by the Board as Secretarial Auditors of Company for the financial year 2015-16.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report issued by M/s Rathi & Associates, Secretarial Auditors, in Form No. MR-3 for the financial year 2014-15 is annexed herewith vide Annexure VI and forms part of this Board Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) of the Companies Act, 2013.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board has approved the reappointment of M/s Joshi Apte & Associates, Cost Accountants, Pune, (Firm Registration No. 000240) as Cost Auditors of Company for Financial Year 2015-16 for carrying out the audit of Cost Records of the Company.

Necessary resolution for ratification of remuneration of Cost Auditors is included in the Notice of AGM for seeking approval of members.

13. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92 (3) of the Companies Act, 2013 (read with Rule 12 of the Companies [Management and Administration] Rules, 2014), the extracts of Annual Return is annexed herewith vide Annexure VII in Form No. MGT-9 and forms an integral part of this Board Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are annexed herewith vide Annexure VIII and forms part of this Board Report.

14. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2014-15:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

Your Directors further state that:

e. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

g. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this Annual Report.

h. There has been no change in the nature of business of company during F.Y. 2014-15.

i. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2014-15.

j. There was no revision of the financial statements of company related to Financial Year 2014-15.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 ("the Act"), and in relation to the audited Annual Financial Statement of Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at 31st March, 2015 and of the profit of Company for that year;

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

d. the annual accounts of Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of laws applicable to the company and that such systems were adequate and operating effectively

16. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their heartfelt thanks and sincere appreciation for the assistance, coordination and co-operation received from the Banks, Government, Statutory Authorities, Customers, Vendors and all Stakeholders who extended their constant patronage and support to Company in its growth as ever. Your Directors would like to express their sincere appreciation to Company's employees for their hard work, dedication, allegiance, commitment, sincerity and valuable improvements etc. made in the growth and performance of Company which contributed about 265% growth in the Profit after Tax (PAT) of Company during financial year 2014-15.

Your Directors further place on record their deep appreciation for the able stewardship of MD of Company, Mr. B. M. Bhansali, in all sphere of activities of Company including ongoing expansion programmes etc. Your Directors place on record their deep appreciation for Mr. Jayesh B. Bhansali, Executive Director & CFO of Company also for his excellent efforts and contribution in the overall operational/ performance growth of Company and steering ahead towards its outstanding success.

For and on Behalf of the Board

M. C. Gupta Chairman (DIN:01362556)

Place : Mumbai Date : 30th May, 2015

Registered Office Address:

Bhansali House, A-5, Off Veera Desai Road, Andheri (West), Mumbai - 400 053 CIN : L27100MH1984PLC032637 Tel No: 022 - 2673 1779 - 85 Fax No : 022 - 2673 1796 Mail : investors@bhansaliabs.com website : www.bhansaliabs.com


Mar 31, 2014

Dear Member(s),

The Directors have pleasure in presenting the Thirtieth Annual Report on the business and operations of Company together with the Audited Statement of Accounts for the year ended on 31st March 2014.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended on 31st March 2014 are as mentioned hereunder:

(Rs. in Lakh)

Current Financial Previous Financial Year ended on Year ended on 31.03.2014 31.03.2013

Gross Sales 56883.83 46777.05

Profit before Finance Cost and Depreciation 1699.36 1583.82

Less:

(i) Finance Cost 981.75 1125.72

(ii> Depreciation (Net> 438.93 436.42

Profit before Tax 278.68 21.67

Provision for Taxation including Deferred Tax 130.60 (96.87)

Profit after Tax 148.08 118.54

Amount proposed to be utilized out of Accumulated Reserves of company for distribution of Dividend 46.03 74.28

APPROPRIATIONS: (Rs. in Lakh)

Dividend 165.91 165.91

Dividend Tax 28.20 26.91

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

During the fiscal 2013-14, the overall performance of the company depicted considerable improvement in terms of growth in sales revenue which was all time high at Rs 568.84 Crores-an increase by 21% over the sales revenue of previous fiscal. Notwithstanding the gain in revenue, its getting translated into surplus got adversely affected due to spurt in international price of monomers. However, what was within the realm of management control, every factor thereof showed impressive improvement. This is evident from the fact that the key cost elements viz. energy, manpower and finance could be reduced in terms of percentage of sales turnover, to 0.35%, 0.42% and 0.74% respectively. This definitely is commendable due to high degree of inflation prevailing in the Indian economy. Had the company resorted to frequent price increase of its products, the strategy to penetrate deeper into the price sensitive automotive market segment would have been defeated. The Company is building strong base in this high growth oriented automotive ABS market segment which accounts for highest consumption when compared to other ABS market segments. Moreover, in consumer durable ABS market segment the Company is also getting empanelled as OEM supplier like in automotive sector. Esteemed customers in both these segments have carried out due diligence audit towards their respective TQM programme. Your company has also been directing concerted efforts to implement TPM/TQM Programme at all levels of management and employees through structured programme under advisory/ consultancy wing of Confederation of Indian Industries (CII). The transformational effects of these programmes are distinctly visible.

It is fairly indicative that the weakening of rupee which occurred in the course of last two years is no longer a threat. On the contrary, rupee has started gaining strength and may recoup to mid 50 level, which may further improve the profitability of Company in the current financial year.

The future plan of the company which was highlighted in the Annual Report of the last fiscal is very much on track. Its first phase of establishing 67 KTPA of ABS and SAN will be a reality in the current financial year.

DIVIDEND:

Your Directors have recommended a dividend of 10% on the nominal value of the paid-up equity share capital of Company consisting of 16,59,05,640 equity shares of Rs. 1/- each for the year ended 31st March 2014 (viz dividend of ten paise per equity share). The aforesaid dividend, if approved by members, will be distributed out of the Net Profit and accumulated reserves of Company to the extent required.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness of latest technology/ development taking place with regards to safety norms. Various safety measures have been put in place to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Public Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s. B. L. Dasharda & Associates, Chartered Accountants (F.R. No. 112615W), the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

As per the provisions of Section 139 of the Companies Act, 2013, Auditors are allowed to be appointed for maximum two term of five years each and the transitional period for compliance of the said provisions is given for three years. Hence, it is proposed to recommend the appointment of Statutory Auditors for the financial year 2014-15, since they have already served the Company as Statutory Auditors for more than ten years period, they are still eligible for three more financial years for the same position.

Your Directors recommend for appointment of M/s. B. L. Dasharda & Associates, Chartered Accountants, as Statutory Auditors of Company for F.Y. 2014-15 subject to approval of members as set out in accompanying notice of the ensuing Annual General Meeting.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the year ended 31st March, 2014 are self explanatory and being devoid of any reservation, qualification or adverse remarks, does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

The Board has re-appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune as Cost Auditors of the company for conducting its cost audit for F.Y. 2014-2015. Your Directors recommeded for appointment of M/s. Joshi Apte and Associates, Cost Accountants, as Cost Auditors of Company for the financial year 2014-15 for annual Audit fee of Rs. 75,000/- plus applicable Government Taxes, Travelling and out of pocket expenses at actual and the same is placed for seeking approval of members at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS:

M/s. Rathi & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditor of company for F.Y. 2014-15, who will conduct secretarial audit on quarterly basis to ensure that requisite compliances have been done by the company.

DIRECTORS:

Mr. B.M. Bhansali, Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company, being eligible has offered himself for re-appointment.

Mr. Dilip Kumar, Chief Commissioner of Income Tax (Retd.), has joined the company as an Additional Director (Independent Category) w.e.f 29th May, 2014. He shall continue to occupy office upto the date of ensuing Annual

General Meeting. The Company has received a notice under section 160 of the Companies Act, 2013 by a member of Company proposing his candidature as an Independent Director for a period upto 31st March, 2019.

Dr. B.S. Bhesania and Mr. M.C. Gupta, the existing Independent Directors of Company are also required to be re-appointed considering the provisions of Section 149, 150 and 152 of Companies Act, 2013 and being eligible, their re-appointment as Independent Director(s) of Company are also proposed in the ensuing Annual General Meeting of Company. The Company has received a notice under section 160 of the Companies Act, 2013 by a member of Company proposing their candidature as Independent Director(s) for a period upto 31st March, 2019.

A brief profile of Mr. B. M. Bhansali, Mr. M.C. Gupta, Dr. B.S. Bhesania and Mr. Dilip Kumar, pursuant to the requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s), is mentioned in the notice of ensuing Annual General Meeting of company and forms part of this Annual Report.

Mr. P.R. Bhansali, Director of the Company has resigned from the Company''s Board w.e.f 29th May, 2014.

Mr. Jayesh B. Bhansali, Executive Director, has been also appointed as Chief Financial Officer of the Company w.e.f 1st June, 2014.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc, to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholder(s) would like to receive physical copies of Annual Report, the same shall be forwarded to member(s) on their written request to the company at its Registered Office.

The Company''s policy to protect environment lays great emphasis on implementation of strict pollution control measures and maintenance of green belts and puts great thrust upon afforestation to the extent possible to mitigate pollution at its best. The maximum use of electronic media is constantly encouraged among the staff across the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

l in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

l the accounting policies of company as selected have been applied 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 as at 31st March, 2014 and of the profit of the Company for that year;

l 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 for preventing and detecting fraud and other irregularities;

l the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Annual Report.

Certificate issued by M/s. B. L. Dasharda & Associates, Statutory Auditors of the Company, certifying the company''s compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure – C and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Financial Statements of the Company is also annexed vide Annexure - D and forms integral part of this Annual Report.

CODE OF CONDUCT:

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of Company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure – E and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The disclosure of particulars of employees of Company related to F.Y. 2013-14 as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto vide Annexures-F and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of Company is annexed hereto vide Annexure –G and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government, Customers, Vendors, and all Stakeholders who through their constant support, effort and patronage have enabled the Company to improve its performance and function smoothly and grow in such competitive business environment. Your Directors express their deep appreciation to the Company''s employees at all levels for their hard work, dedication, commitment, outstanding efforts and valuable contributions made in all spheres of the operations of Company.

Your Directors further wish to place their deep appreciation for the consistent and able endeavour of Mr. B.M. Bhansali, Managing Director, in accelarating the pace of growth of Company and improving its overall performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

M. C. GUPTA

(CHAIRMAN)

PLACE: MUMBAI (DIN - 01362556)

DATED: 29th May, 2014

Registered Offce Address:

Bhansali House, A-5, Off Veera Desai Road,

Andheri (West), Mumbai-400053.


Mar 31, 2013

Dear Members''

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2013.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended on 31st March 2013 are as mentioned hereunder:

(Rs.in Lacs) Current Financial Previous Financial Year 31.03.2013 Year 31.03.2012

Gross Sales 46777.05 45650.79

Profit before Interest and Depreciation 1583.82 2093.10

Less: (i) Finance Cost 1125.73 1342.80

(ii) Depreciation (Net) 436.42 570.29

Profit before Tax 21.67 180.01

Provision for Taxation including Deferred Tax 96.87 (71.18)

Profit after Tax 118.54 108.83

Amount proposed to be utilized out of Accumulated Reserves of 74.28 83.99 company for distribution of Dividend

APPROPRIATIONS:

Dividend 165.91 165.91

Dividend Tax 26.91 26.91

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

OPERATIONS:

During the year under review'' the performance of your company was severely affected by two major factors viz. High Input Cost of Raw Material and upsurge in the Dollar exchange rates against rupee. Moreover Styrene Monomer which is a major raw material continues to be imported as there is no indigenous manufacturer so far. Price of Styrene monomer wildly fluctuated in the year under review. Despite prudent procurement policy pursued by the management'' the cost could not be controlled nor the sales price increase could fully absorb the same. Foreign Exchange loss during the year under review was lower at Rs. 12.52 Crore against Rs. 13.06 Crore in the previous year. This was despite the fact that foreign exchange out-flow per unit volume increased by around 14% but due to relatively lower volume of import'' loss could be pegged at the aforesaid level.

In the wake of such formidable challenge'' due to pragmatic business policy'' it was possible to arrest the substantial erosion of contribution which declined marginally by Rs. 1.06 per Kg.

Furthermore'' due to prudent financial planning and stringent cost control measures adopted by your company'' decrease in overall financial cost by around 16.00 % when compared to previous year'' was possible.

FUTURE PLAN:

Although your company had already formulated three years back the expansion plan for augmenting its production capacity from existing 51 KTPA to 125KTPA'' this could not be implemented due to uncertain business environment. To survive in competition against the competitor'' a MNC Company'' engaged in domestic market'' for manufacturing and marketing of ABS with large resource base and enjoying high brand equity for their products''is no less an achievement for your company. Last two years financial results vindicate this phenomenal'' hence earnings in the Financial Years 2011-2012 and 2012-2013 was relatively lower in comparison to F.Y. 2010-2011. Your company is relentlessly endeavoring to formulate appropriate business strategy to combat this adverse situation. Hopefully'' it will succeed in finding appropriate solution in the F.Y. 2013-2014 so as to embark upon the capacity expansion plan and optimize earning level.

DIVIDEND:

Your Directors have recommended a dividend of 10% on the nominal value of the paid-up share capital of Company consisting of 16''59''05''640 equity shares of Rs. 1/- each for the year ended 31st March 2013 (viz dividend of ten paise per equity share). The aforesaid dividend'' if approved by members'' will be distributed out of the Net Profit and accumulated reserves of company to the extent required.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms'' its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit'' within the meaning of Section 58A of the Companies Act'' 1956 read with the Companies (Acceptance of Deposit) Rules'' 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s. B. L. Dasharda & Associates'' Chartered Accountants (F.R.No. 112615W)'' the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office'' if re-appointed.

Your Directors recommend to appoint M/s. B. L. Dasharda & Associates'' Chartered Accountants'' as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

AUDITORS’ REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the year ended 31st March'' 2013 are self explanatory and being devoid of any reservation'' qualification or adverse remarks'' does not call for any further information/explanation under Section 217(3) of the Companies Act'' 1956.

COST AUDITORS:

The Board has re-appointed M/s. Joshi Apte & Associates'' ICWA'' Pune as Cost Auditors of the company for conducting its cost audit for F.Y. 2013-2014.

DIRECTORS:

Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania'' Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Approval of shareholders is also being sought for re-appointment of Mr. B. M. Bhansali as Managing Director for a period of three years w.e.f 1st April'' 2013 at the ensuing Annual General Meeting.

A brief profile of Mr. B.M.Bhansali'' Mr. Jayesh B. Bhansali and Dr.B.S.Bhesania''pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchange(s) is annexed with the notice of Annual General Meeting and forms part of this Annual Report.

COMMITTEES OF DIRECTORS:

The Nomenclature of Existing Investor Grievance Cum Share Transfer Committee has been changed to Shareholders / Investors Grievance Committee w.e.f 14.02.2013 pursuant to the requirement of Clause 49(IV)(G) (III) of Listing Agreement

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs'' Government of India'' has permitted companies to send electronic copies of Annual Reports'' notices etc'' to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholder(s) would like to receive physical copies of Annual Report'' the same shall be forwarded to member(s) on their written request to the company at its Registered Office.

The company’s policy to protect environment lays great emphasis on implementation of strict pollution control measures and maintenance of green belts requiring cyclic afforestation. In the year under review activity of new plantation in the green belt was intensified. Besides this'' conscious efforts have been directed to make the operations less dependent on usage of paper. In this connection'' placement of order on suppliers and execution of documents for effecting supply to the customers are being carried out through electronic medium.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act'' 1956'' your Directors based on the representations received from the management and after due inquiry'' confirm that:

(i) in the preparation of the annual accounts'' the applicable accounting standards had been followed and no material departures / deviations have been observed;

(ii) the accounting policies of company as selected have been applied 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 as at 31st March'' 2013 and of the profit of the Company for that year;

(iii) 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 for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the year ended 31st March'' 2013 have been prepared on a going concern basis.

CONSERVATION OF ENERGY'' TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant data as regards the conservation of energy'' technology absorption pursuant to Section 217(1)(e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Annual Report.

Certificate issued by M/s. B. L. Dasharda & Associates'' Statutory Auditors of the Company''certifying the company’s compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure – C and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of company with regard to certification on Financial Statements of the company is also annexed vide Annexure - D and forms integral part of this Annual Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the company. The declaration by CEO viz. Managing Director of company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure – E and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year ended 31st March'' 2013'' no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended'' hence no statement is required to be annexed in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is annexed hereto vide Annexure – F and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks'' Statutory Authorities'' Government'' Customers'' Vendors'' Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the Company’s employees at all levels for their hard work'' dedication'' commitment'' outstanding efforts and valuable contributions made in all spheres of the operations of Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

M.C. GUPTA

CHAIRMAN

PLACE: MUMBAI

DATED: 26TH MAY''2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2012.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended 31st March 2012 are as mentioned hereunder:

(Rs. in Lacs

Current Financial Previous Financial Year 31.03.2012 Year 31.03.2011

Gross Sales 45650.79 51005.53

Profit before Interest and Depreciation 1985.98 5755.44

Less: Interest 1235.68 1212.72

Depreciation (Net) 570.29 605.10

Profit before Tax 180.01 3937.62

Provision for Taxation including Deferred Tax (71.18) (596.65)

Profit after Tax 108.83 3340.97

APPROPRIATIONS:

Dividend 165.91 165.91 Dividend Tax 26.91 27.55

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

Operations:.

The performance of your company was hard hit on account of loss arising out of foreign exchange fluctuations and sudden upsurge in petroleum/crude oil prices. The company is heavily dependent on the imports of its main raw material Styrene. Due to unpredictable decline of the Indian Rupee against the US dollar which eroded around 20% to 25% of its value causing significant pressure on the company's profitability, the company could not keep its financial performance upto the mark. It is evident from the fact that out of the total profit after tax reported at Rs. 1.09 Crore, the loss arising out of the foreign exchange fluctuations alone amounted to Rs. 13.06 Crore during the FY12. Besides this the company's other income amounted to Rs. 0.70 Crore as against Rs. 3.67 Crore in the previous year.

The increase in the raw material prices also significantly impacted the overall profitability of the company. The raw material consumption ratio stood at 74.32% to sales as compared to 71.24% to sales during the last year representing an increase of 3.08%.

Future Plans:

The expansion plan has been already formulated to increase the overall capacity from the existing 51000 TPA to 125000 TPA with the technical and engineering support of M/s Aker Power Gas Pvt Ltd, Mumbai and blue print of this ambitious plan has also been finalized. Due to highly adverse factors such as foreign exchange fluctuations, volatility in raw material prices, uncertain economic conditions, negative business sentiments, economic slump across all the business segments and various other allied factors, the company could not proceed with the implementation of the expansion programme. The management is quite hopeful for some positive development during the current year 2012-2013. It goes without saying that the overall demand of ABS and SAN in India is robust.

AWARDS AND RECOGNITIONS:

Your Directors take pleasure in informing you that the Company and its Managing Director have been conferred the following awards during the current fiscal.

* HONOURS RECEIVED BY THE COMPANY:

Sr. No. Award Name Name of Awarding Institution

1. "Excellence Award" Institute of Economic Studies

2. "Best Organization Gold Award" Public Sector Today

* HONOURS RECEIVED BY THE MANAGING DIRECTOR

Sr. No. Award Name Name of Awarding Institution

1. "Udyog Rattan Award" Institute of Economic Studies

2 " Indian Achievers Award for Quality All India Achievers Foundation Excellence"

3. "International Achievers Award for International Achievers Conference Business Excellence"

The Management and the Company feels greatly honored and encouraged by these awards.

DIVIDEND:

Your Directors recommend a dividend of 10% (viz Re. 0.10 per share) on the Paid-up Share capital of Company consisted of 16,59,05,640 equity shares of Rs. 1/- each for the financial year ended on 31st March 2012.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programmes for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend to appoint M/s B. L. Dasharda & Associates as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

COST AUDITORS:

The Board has appointed M/s Joshi Apte & Associates, CWA, Pune as Cost Auditors of the company pursuant to section 233B of Companies Act,1956 for conducting audit of its cost accounting records for F.Y. 2012-2013.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2012 are self explanatory and being devoid of any reservation, qualification or adverse remark, except one case as reported below, does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

During the year ended 31st March, 2012, a case of fraud amounting to Rs. 464.02 Lacs involving embezzlement of goods by an employee occurred in the company. As soon as the management came to know about the said fraud, it took stern action against the employee including termination of services, lodging FIR and initiating all legal recourse available in such cases. The management of company, with its resolute efforts, has recovered so far an amount of Rs. 251.03 Lacs and for recovery of the balance amount, the stringent efforts are underway. To prevent the recurrence of such events, the company has overhauled its whole system and procedures and has implemented very stringent internal control system by way of introducing a fully fledged In-House Internal Audit Team to keep constant vigilance over all transactions of company in order to ensure correct and legitimate process coupled with proper authorizations across the company. The management is quite hopeful that with such stringent system of internal audit and other allied controls put in place, recurrence of such incidence can be effectively avoided.

DIRECTORS:

Mr. P R. Bhansali & Mr. M. C. Gupta, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

A brief profile of Mr. P R. Bhansali & Mr. M. C. Gupta, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the notice of Annual General Meeting and forms part of Annual Report.

Mr. C. S. Sastry, the Director has resigned the Company vide his letter dated 24th January, 2012 which has been duly accepted by the Board. Your directors wish to place on record their sincere appreciation of the guidance and valuable contributions made by him in the growth and performance of company during his tenure as Director.

COMMITTEES OF DIRECTORS:

Reconstitution of Audit Committee:

During the year under review, the Audit Committee of company was reconstituted and Mr. B. M. Bhansali, Managing Director of company, was inducted as member of Audit Committee w.e.f. 16th day of July, 2011. There is no any other change in the composition of committee.

Reconstitution of Shareholders/Investors Grievance Committee:

During the year under review, the existing member of Shareholders/Investors Grievance Committee Dr. B. S. Bhesania was designated as Chairman of the committee in place of erstwhile Chairman Mr. P R. Bhansali w.e.f. 4th February, 2012 however Mr. P R. Bhansali continues to serve the committee as its member. There is no any other change in the composition of committee.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc, to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholders would like to receive physical copies of the said documents, he is required to make a written request to the Company at its Registered Office.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

- the accounting policies of company as selected have been applied 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 as at 31st March, 2012 and of the profit of the Company for that year;

- 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 for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Report.

A Certificate issued by M/s B. L. Dasharda & Associates, Statutory Auditors of the Company, certifying the company's compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure - C and forms an integral part of this Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the company. The declaration by CEO viz. Managing Director of company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure - D and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

During the fiscal ended on 31st March, 2012, no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no statement is required to be annexed in this respect.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is annexed hereto vide Annexure - E and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government, Customers, Vendors, Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the Company's employees at all levels for their hard work, dedication, commitment, outstanding efforts and valuable contributions made in the operations of Company all across.

By order of the Board of Directors

(Jayesh B. Bhansali)

Executive Director

Place: Mumbai

Dated: 12th August, 2012

Registered Office Address:

Bhansali House, A-5, Off Veera Desai Road,

Andheri (West), Mumbai- 400053.


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2011.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended 31st March 2011 are as mentioned hereunder:

(Rs. in lacs)

Current Financial Previous Financial

Year 31.03.2011 Year 31.03.2010

Gross Sales 51005.53 33963.15

Profit before Interest and Depreciation 5755.44 3941.45

Less: Interest 1212.72 1465.00

Depreciation (Net) 605.10 578.90

Profit before Tax 3937.62 1897.55

Provision for Taxation including Deferred Tax (596.65) (844.64)

Profit after Tax 3340.97 1052.91

Balance brought forward from previous year 3104.32 2051.41

APPROPRIATIONS:

Dividend 165.91 0.00

Dividend Tax 27.55 0.00

Transfer to General Reserve 0.00 0.00

Balance carried to Balance Sheet 6251.83 3104.32

OVERVIEW OF THE ECONOMY:

Indian Economy has shown a strong resilience against the severe adverse factors like rising inflation, political disruptions and global economic shock of recession in developed countries. The most crucial extant macroeconomic problem which is likely to roadblock the growth of nation is INFLATION which was hovering around 9.8% in April 2011 being highest in last two years followed by CORE CONSUMER PRICES hovering around 15% primarily caused by high domestic demand and high fuel cost, inter alia other factors.

The global investing community has reposed a strong measure of confidence in Indian growth story and improved the country's positioning as an international investment hub. The International Monetary Fund (IMF) has ranked India at 5th position in the world in terms of the GDP growth rate in 2010.

Infrastructure Development is the key to the economic growth of any nation for which our government has already committed an investment of $498 Billion in the Infrastructure sector alone during 11th Five Year Plan and this is bound to expand and strengthen the economy by sustained growth.

OPERATIONS AND FUTURE PLAN:

A record turnover of Rs. 510.05 Crores was achieved during the year under review as compared to Rs. 339.63 Crores in the previous year, an increase of more than 50%.

The financial performance of the company also witnessed a significant turnaround with the Earnings before Interest , Taxes, Depreciation and Amortisation (EBITDA) at Rs. 57.55 Crores an increase of 46% as compared to Rs. 39.41 Crores in the previous year. On similar lines the profit before tax (PBT) was Rs. 39.38 Crores an increase of 107% as compared to the PBT of Rs. 18.98 Crores last fiscal. Consequently the Profit after tax (PAT) stood at Rs. 33.41 Crores reflecting an increase of 217.28% as compared to Rs. 10.53 Crores reported last year.

The company was also able to optimally utilize the production facilities and achieve significant growth in production and sales quantities as stated below.

Particulars F.Y. 2010-11 F.Y. 2009-10 % of Variance

Production (in MT) 41202 33334 ( ) 23.6%

Domestic Sales (in MT) 41329 33256 ( ) 24.3%

Your company has successfully increased the sales volume to cater the vital demand of user industries such as Automotive, Electrical appliances and Electronic equipments among others.

With its bold effort and thrust over the years, the company could enhance the overall manufacturing capacity from 15000 TPA in 2000-2001 to 51000 TPA during the current year witnessing an increase of 240%.

Furthermore the company has formulated its plan to implement the overall manufacturing capacity enhancement programme from the existing 51000 TPA to 125000 TPA (comprising of 120000 TPA ABS and 5000 TPA Saleable SAN) which is targeted to be achieved by end of March-13 with the technical and engineering support of M/s Aker Powergas Private Limited, Mumbai and barring unforeseen circumstances, your company would endeavour its best to achieve this increased capacity and on implementation of the said expansion programmes, the company would be in a position to achieve the cost and quality leadership in domestic market and will become a competitive player internationally.

The overall cost for implementing the aforesaid expansion project with technical and engineering assistance of M/s Aker Powergas Private Limited will amount to about Rs. 300 Crore comprised of Rs. 250 Crore approx towards cost of Plant, Equipment and Building and Rs. 50 Crore approx towards cost of interest for external financing, pre-operative cost and other allied factors.

DIVIDEND:

Your Directors recommend a dividend of 10% on the paid-up share capital of Company viz. 16,59,05,640 equity shares of Rs. 1/- each for the year ended 31st March 2011.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has continued to accord high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

AUDITORS:

M/s. B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend to appoint M/s. B. L. Dasharda & Associates as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and being devoid of any reservation, qualification or adverse remarks, this does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

DIRECTORS:

Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

A brief profile of Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the notice of Annual General Meeting and forms part of this Annual Report.

COMPANY SECRETARY:

Mrs. Neha Lahoty resigned from the post of Company Secretary and Mr. D. N. Mishra has been appointed as Company Secretary in her place.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

- the accounting policies which are selected have been applied 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 as at 31st March, 2011 and of the profit of the Company for that year;

- proper and sufficient care is 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 for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A which forms part of this report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with Certificate from M/s. B. L. Dasharda & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof pursuant to Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and C respectively, which forms an integral part of this Annual Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management of the company. The declaration by CEO viz. Managing Director of company relating to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure - D and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

A statement containing details of employees in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended on 31st March, 2011, is attached hereto vide Annexure-E and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is attached vide Annexure - F and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks, Statutory Authorities, Customers, Suppliers and all the Stakeholders. Your Directors express their deep appreciation to the Company's employees at all levels for their outstanding efforts and valuable contributions to the Company.

For and on behalf of the Board of Directors

Place : Mumbai M. C. GUPTA

Dated : 26th May, 2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts for the year ended 31stMarch 2010.

FINANCIAL RESULTS; (Rs. in lacs)

FINANCIAL HIGHLIGHTS Year ended Year ended 31.03.2010 31.03.2009

Gross Sales 33963.15 25262.47

Profit before Interest and depreciation 3941.45 323.51

Less: Interest 1465.01 1685.79

Depreciation (Net) 578.90 4582.44

Profit / (Loss) before tax 1897.55 (1944.72)

Provision for Taxation 844.64 802.81

Profit / (Loss) after tax 1052.91 (1141.91)

Balance brought forward 2051.41 3193.32

Amount available for appropriation 3104.32 2051.41

OVERVIEW OF THE ECONOMY;

Across the globe if any democratic country could be singled out which demonstrated strength of the foundation and structure of its economy, it is our great nation INDIA. The process of globalization which began in 1991 establishes the fact that the fiscal management of the Indian economy has been carried out with best synchronization of the economic policies of the Union Government and prudent monetory planning and control exercised by Reserve Bank of India to achieve sustained growth with stability. The large economies of the world namely USA and Europe who have little regulation, had to face monsterous effect of the economic melt down. India evinced an excellent equilibrium between socialistic pattern and freedom associated with capitalism. Ever since opening up of the economy, in the last 20 years, high GDP growth rate between 6.5 to 9% per annum, year after year has been achieved. And despite the global melt down, the Indian economy depicted resilience and returned to high growth trajectory with remarkable ease and speed. Appropriate stimulus package causing little damage to the policy of fiscal consolidation was put into effect with collaborative efforts between Union Government and Reserve Bank of India. During the melt down period, the stock market - BSE Index was hovering around 8000 - 9000 due to hasty flight back of the overseas investment. But it did not take more than 6 to 8 months for the stock market to bounce back. And with high FDI inflow, the Sensex is currently hovering around 17000 mark. Indian Economy is neither highly import dependant (excepting petroleum & crude oil) nor largely export driven. This makes our economy insulated from the risk of ups and downs caused by other economies.

OPERATIONS;

During the year under review, your Company displayed indomitable fighting spirit and suppleness to depl with the rude shock with the loss of Rs. 19.45 Grores in the previous year. It was important for the Company to achieve growth without sacrificing profitability. A promise was made to all stake holders last year that your company will make its best efforts to return to the profit path soon. The formidable challenge to wipe out entire loss of the previous year was achieved not by over activating supply side but by resorting to strategic marketing activities. We could substantially increase EVA resulting in EBIDTA at Rs. 39.41 Crores (previous year Rs.3.24 Crores) and PAT at Rs. 10.53 Crores, (previous year loss at Rs.l 1.42 Crores) resulting in EPS of Re 0.63. In this context, it is pertinent to observe that production and turnover have significantly increased to around 39%, as shown below:-

2009 - 2010 2008 - 2009

Production in MT 33334 23854

Sales (Rs.in Crores) , 339.63 252.62

With around 70% capacity utilization, such remarkable results could be achieved due to high price syndrome prevailing in the domestic ABS market. However, during the current year, our focus has been be to penetrate the markets deeper. Higher capacity utilization will ensure consistent & continuous profitability. We also have to compete well at the market place, which is showing signs of satiation of demand growth through imports. This is why during the current year, our aim is to achieve capacity utilization of above 90% and also to continue with this policy in future.

FUTURE PLAN:

It is noteworthy that the delay in implementation of earlier conceived expansion plan proved to be a blessing in disguise, as otherwise it would have been impossible for the Company to turn around so fast. A larger capacity with lower utilization could have delayed the return of the Company to profit path due to the fact that the element of Fixed Cost would have been much higher. But now having well established and proven resilience power, your Company can face the future challenges with confidence. It has been therefore decided to commence implementation of expansion plan in the current year itself so as to increase ABS capacity from 42 KTPA to 120 KTPA with the merchant SAN capacity remaining unchanged. This will aggregate to 126 KTPA capacity as against existing 48 KTPA. The commercial production of the expanded capacity is scheduled to commence on or before 31st March 2012. With available capacity of ABS in the year 201 3-14, it will be possible for your Company to achieve optimal capacity utilization continuously which will ensure significant increase in profitability with fair share of domestic ABS market.

DIVIDEND:

Your Company has recovered from the situation of loss incurred in the previous year with great efforts and difficulties. Your Directors deem it prudent to conserve resources for further value addition through the process of capacity expansion. Therefore, your Directors do not recommend payment of dividend on the paid-up share capital of the Company for the year ended 31st March 2010.

SAFEIY AND..EMVIR0NMENILPRQTECI1QN:

Your Company has continued to accord high priority in the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safely measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as part of its operating system. Mockdrills and safety awareness programmes are being regularly conducted to ensure the safety and environment protection.

FIXED DEPOSITS:

There were no deposits remaining unpaid/unclaimed. Also there was- no fresh acceptance of deposit as per the terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 made during the year under review.

DIRECTORS:

Mr. R R. Bhansali and Mr. M.C. Gupta, Directors of the Company, will retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

The present tenure of Mr. B. M. Bhansali as Managing Director of the Company has ended on 31st March 2010. It is proposed to re-appoint him for a further period of three years for the period from Is April 2010 to 31st March 2013.

A brief profile of Mr. R R. Bhansali, Mr. M.C. Gupta and Mr. B. M. Bhansali pursuant to Clause 49(IV)(G) of the Listing Agreement is annexed with the Notice of Annual General Meeting.

PARTICULARS OF EMPLOYEES:

A statement containing details of employees in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached hereto vide Annexure-D and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, 1956, your Directors confirm the followings:

• In the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been made.

• That 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 as at 31st March, 2010 and of the profit of the Company for that year;

• That 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;

• That the annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE!

A report on Corporate Governance along with the Certificate from M/s B.L. Dasharda & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance.thereof; pursuant to Clause 49 of the Listing Agreement is given in the Annexure-B forming an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report,which gives a detailed account of operations of your Company is attached as Annexure-C and forms an integral part of this Annual Report.

AUDITORS;

M/s B.L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B). Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND QUIGO;

The relevant data pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A which forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks, Statutory Authorities, Customers, Suppliers and all the Stakeholders of the Company. Your Directors express their deep appreciation to the Companys employees at all levels for their onerous efforts and valuable contributions made towards functioning of the Company.

For and on behalf of the Board of Directors

Place : Mumbai M. C. GUPTA

Dated : 30th April, 2010 CHAIRMAN