Mar 31, 2018
The Directors are pleased to present the 29th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2018.
FINANCIAL HIGHLIGHTS |
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Rs. In Lakhs |
||
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/(Loss) for the year Provision for Tax Deferred tax asset (liability) Profit/(Loss) after tax Appropriations |
16505.88 855.98 569.33 68.57 218.08 84.15 133.93 NIL |
14962.27 (75.28) 637.68 90.21 (803.17) (230.45) (572.72) NIL |
DIVIDEND
Since the company did not generate sufficient profit during the year, your Directors do not propose to recommend a dividend for the financial year ended 31st March, 2018.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your directors Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Anand Sarma, nominated to the Board by K S I D C Ltd. ceased to be a director with effect from Ist February 2018, on withdrawal of nomination and Shri. R Ravichandran, Deputy General Manager, Kerala State Industrial Development Corporation Ltd. was appointed as Nominee Director of K S I D C from the same date.
There was no change in Key Managerial Personnel.
DECLARATION OF INDEPENDENT DIRECTORS
The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
DIRECTORSâ APPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.
ANNUAL EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .
RISK MANAGEMENT
The Board regularly consider and evaluate the risks factors and take appropriate risk mitigation steps from time to time.
SEXUAL HARASSMENT
The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2018, the applicable accounting standards have been followed and there are no material departures
(b) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for the year ended on that date.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) That the Directors had prepared the accounts on a going concern basis
(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act 2013, M/s A K Muralee & CO., Chartered Accountants, Edappally, was appointed in the 28th AGM as Statutory Auditor of the Company to hold office for a period of 5 years and then continue in office. The report of the auditor for the current year does not contain any qualification or adverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2018 in the prescribed form MGT-9 is given in Annexure V.
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in the corporate governance report
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI
DISCLOSURES NOT APPLICABLE AS THERE WAS NO TRANSACTION OR INCIDENCE DURING THE YEAR :
(i)Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Managing Director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures VIII & IX. The report includes the details of the familiarisation programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.
ISO CERTIFICATION
Your Company has now been granted ISO 9001 : 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.
N S F CERTIFICATION
Your companyâs products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licenced and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees, valid till March 2020 is in force.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid upto and including the year 2018-19.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K.Garg,
Date : 28.07.2018 Chairman.
Mar 31, 2016
The Directors are pleased to present the 27th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2016.
FINANCIAL HIGHLIGHTS |
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Rs. in Lakhs |
||
Year ended 31st March 2016 |
Year ended 31st March 2015 |
|
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/Loss for the year Provision for Tax Deferred tax asset (liability) Loss after tax Appropriations |
15925.73 (1294.16) 641.52 196.38 (2132.06) (728.14) (1403.92) NIL |
11939.88 (2095.54) 795.84 395.98 (3287.36) (1136.77) (2150.59) NIL |
DIVIDEND
In view of the company having incurred loss during the year, as also in the previous year, your Directors are unable to recommend a dividend for the financial year ended 31st March, 2016
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your director Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Anil Ananda Panicker who was appointed by the Board as additional Director holds office up to the date of this Annual General Meeting.
There was no change in Key Managerial Personnel.
DECLARATION OF INDEPENDENT DIRECTORS
The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
DIRECTORSâ APPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.
ANNUAL EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .
RISK MANAGEMENT
The Board of the Company has formed a Risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
SEXUAL HARASSMENT
The co has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2016, the applicable accounting standards have been followed and there are no material departures
(b) The Directors had 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 at the end of the financial year and of the profit or loss of the Company for the year ended on that date.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) That the Directors had prepared the accounts on a going concern basis
(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013, Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed in the 25th AGM as Statutory Auditor of the Company to hold office till the conclusion of the AGM for the financial year ending 31st March 2017, subject to ratification by members at every AGM. The board recommend such ratification. The report of the auditor for the current year does not contain any qualification or adverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2016 in the prescribed form MGT-9 is given in annexure V.
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the board were held during the year. Details are included in the corporate governance report
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI
DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE:
(i) Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Mg director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015 (erstwhile Clause - 49) The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure VIII & IX. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.
ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the prestigious agency, Bureau VERITAS Quality International, with accreditation from UKAS London and NABCB, India.
N S F CERTIFICATION
Your companyâs products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, the only organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
The afore-said products of your company are the only NSF(National Sanitation Foundation) certified in Asia. While in the case of Ferrous Chloride, our Company is one among the 8 companies in the world who got certified by N S F International, in case of Ferric Chloride, we are one among the 39 companies certified by them.
AWARDS
Your Directors are pleased to report that your company bagged the Award for implementing pollution control measures from Government of Kerala for the 10th consecutive year -âExcellence Award for 8 years 2008 to 2015 and certificate of merit for securing Ist place among the medium scale industries in the preceding 2 years.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licenses from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees expired in October 2015 and a new long term agreement is yet to be signed.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialized for trading. The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid up to and including the year 2016-17.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K.Garg,
Date : 10.08.2016 Chairman.
Mar 31, 2013
The Directors are pleased to present the 24th Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2013.
FEVANCIALfflGHUGHTS Rs. in Lakhs
Year ended
31* Year ended 31*
March 2013 March 2012
Sales and Other Income 20,038.37 24,083.73
Profit before Interest
& Depreciation 6,944.94 9,115.11
Interest 189.07 260.59
Depreciation 273.86 291.83
Net Profit for the year 6,482.01 8562.68
Provision for Tax 2,160.14 2866.65
Deferred tax asset (liability) (12.44) (12.16)
Profit aftertax 4,334.31 5,708.19
Appropriations
Proposed Dividend 783.00 939.60
Dividend Tax 133.07 152.42
Transfer to General Reserve 866.86 1,141.64
Balance Carried Forward 2,551.38 3,474.53
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at 100 per cent (Rs.10 per share) including 80 per cent (Rs. 8 per
share) special dividend for the financial year ended 31st March, 2013.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
18730 MT as compared to 28000MT in the previous year. Ferric Chloride
production during the year was 16092 MT, as compared to 16720MT in the
previous year. Ferrous Chloride production during the year was
41446.970 MT as against 42686.900 MT in the previous year. The
production of Iron Hydroxide (Cemox) during the year was 23037 MT as
against 35416 MT in the previous year.
The main reason for decrease in production of Synthetic Rutile is short
supply of main raw material, ilmenite from the domestic as well as in
international market and market recession in Titanium industry.
b) Sales
Your company could sell 14826.450 MT of Synthetic Rutile during the
year as compared to last year''s sales of 28083.450 MT. The decrease in
sales was due to low level of production and market recession during
the year as already stated. Ferric Chloride sales amounted to 16300.955
MT during the year as compared to 16594.140 MT last year. Ferrous
Chloride sales this year amounted to41456.410MT (including export of
3072 MT) asagainst 42719.936 MT (including export sales 1464 MT)in the
previous year. Iron Hydroxide (Cemox) sales was 34768.920 MT compared
to 10588.845 MT in the previous year showing an increase of 228.35%
c) Foreign Exchange
Your company earned export income of US$353,45,546.40 equivalent to Rs.
192,21,26,571.00 comparedto
US$430,95,394.90(FOB)equivalenttoRs.210,17,99,853 in the previous year.
The utilization of Foreign exchange during the year was US$89,85,939.23
UKf 4267 and AED 100 equivalent to Rs.4,97,123,589 compared to
US$1757018.88, UK£218,AED300,JPY1,55,400/- equivalent to Rs.8,29,58,775
in the previous year. The increase in foreign exchange utilization
during the year was due to import of ilmenite due to short supply of
ilmenite in the domestic market. Statement in Form ''C is given in the
Annexure -1.
d) Profit
Your company earned a profit of Rs. 6944.94 lakhs before interest,
depreciation and tax and a net profit of Rs.4334.31 lakhs after tax
during the year as compared to Rs. 9115.11 lakhs and Rs. 5708.19 lakhs
respectively in previous year. Even though the profit this year as
compared to the earlier year has been lower due to lower sales
resulting from recession in the Titanium Industry, higher sales
realization has been main factor for the profit.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors Shri.
R K Garg, Shri. G R Warner and Shri. Nabiel Mathew Cherian retire by
rotation at the Annual General Meeting and being eligible, have offered
themselves for reappointment.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
and outlook for the current year are given as Annexure - III.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, it is hereby
confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2013, the applicable accounting standards have been
followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/ loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding against fraud
and other irregularities.
iv) That the Directors had prepared the accounts for the year ended 31a
March 2013 on a going concern basis. CRISIL RATING
Your company has been awarded a CRISIL rating of ''SME 1''from CRISIL
Limited which } indicates ''HIGHEST'' level of credit worthiness of the
company. ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
N S F Certification Your company''s products, Ferric Chloride and
Ferrous Chloride have got NSF/ANSI Standard 60 certification for
drinking water treatment chemicals from M/s N S F International, the
only organization designated as a Collaborating Center by the World
Health Organization (WHO) for both food safety and drinking water
safety and treatment.
The afore-said products of your company are the only NSF(National
Sanitation Foundation) certified in Asia. While in the case of Ferrous
Chloride, our Company is one among the 8 companies in the world who got
certified by N S F International and in the case of Ferric Chloride, we
are one among the 39 companies certified by them.
Eco-friendly Company
Your company has been declared as a model Eco-friendly Company for the
first time in Kerala by the State Government. The Kerala State
Pollution control Board has also appreciated our eco-friendly practices
and inimitable achievements of our company for taking various steps for
converting the entire materials co-generated during our manufacturing
process into value added by-products and thereby being a model plant in
Kerala State.
AWARDS
Your Directors are pleased to report that your company bagged the Award
for implementing '' pollution control measures from Government of Kerala
for the 6th consecutive year - "Excellence Award for 4 years 2008 to
2011 and certificate of merit for securing Ist place among the medium
scale industries in the preceding 2 years.
The company has secured Excellence Award for safety for the second year
in succession instituted by the Department of Factories and Boilers,
Government of Kerala. The company bagged the Kerala State safety Award
consecutively for the fifth year for outstanding performance in
industrial safety, health and welfare of employees.
AUDITORS
Mr. Saghesh Kumar K A, Chartered Accountant, Aluva who was appointed as
Auditor of the Company for the year under review, retire at the Annual
General Meeting and being eligible, has offered to be reappointed at
the Annual General Meeting.
COST AUDIT
In exercise of the powers conferred by sub-section (1) of section 233 B
of the Companies Act, 1956, the Central Government has directed that an
audit of the cost accounting records of the company be conducted for
the financial year ended 31st March, 2013 by a Cost Accountant.
Accordingly, the Board has appointed M/s Rajendran, Mani & Varier, Cost
Accountants to conduct cost audit of the company for the financial year
ended March 31, 2013.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/ Authorities for carrying on its normal business.
The licenced and installed capacity of Synthetic Rutile production now
stands at 45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term
agreement with Trade Unions of the Employees, valid till 2015 is in
force. The employee morale is quite high as can be observed from the
performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology upgradation are given in the Annexure -1. Improved practices
have resulted in better quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section
217(2A) of the Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58Aof the Companies Act, 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTING
The shares of your Company are listed with Bombay Stock Exchange Ltd.
The listing fee as required has already been paid upto and including
the year 2013-2014.
ACKNOWLEDGEMENTS
Your Directors wish to place on.record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contribution put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
PIace: Aluva, R.K.Garg,
Date: 13.05.2013 Chairman.
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 22nd Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2011.
FlNANCIALfflGHUGHTS
Rs. in Lakhs
2011 2010
Sales and Other Income 13220.67 11204.13
Profit before Interest & Depreciation 1276.10 1487.92
Interest 234.79 245.52
Depreciation 316.53 344.08
Net Profit for the year 724.78 898.32
Provision for Tax 254.05 322.26
Deferred tax asset (liability) (13.92) (13.14)
Profit aftertax 484.65 589.20
Appropriations
Proposed Dividend 137.02 117.45
Dividend Tax 22.76 19.96
Transfer to General Reserves 24.23 29.46
Balance Carried Forward 300.64 422.33
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at Rs. 1.75 per share of Rs. 10/- each for the financial year ended
31st March, 2011.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
36175.000 MT as compared to 34200.000 MT in the previous year. Ferric
Chloride production during the year was 15069.000 MT, as compared to
12629.000 MT in the previous year. Ferrous Chloride production during
the year was 39197.000 MT as against 54859.640 MT in the previous year.
The production of Iron Hydroxide (Cemox) during the year was 46020.000
MT as against 15293.000 MT in the previous year.
The production of Ferric Chloride during the year recorded on increase
of 19 per cent as compared to the previous year
b) Sales
Your company sold 37121.530 MT of Synthetic Rutile during the year as
compared to last year's sales of 32358.700 MT, an increase of 15%.
Ferric Chloride sales amounted to 15914.620 MT during the year compared
to 12189.670 MT last year showing an increase of
31 per cent. Ferrous Chloride sales this year comes to 42348.145 MT, as
against 53090.375 MT in the previous year due to market recession. Iron
Hydroxide (Cemox) sales was 12018.430 MT compared to 5159.505 MT
showing an increase of 133 percent.
c) Foreign Exchange
The details of Foreign Exchange Earnings and utilization of Foreign
Exchange are given below:
2010-2011 2009-2010
Export Income-
USD 218,38,968 USD - 176,99,076
(Equivalent to Rs. 994976210) (Equivalent to Rs. 834800748)
Utilisation of Foreign Exchange
(a) USD - 10,97,111 USD - 14,25,975
(b) UKL - 600.00 UKL- 635.80
(c) AED - 9730.00 AED - 7837.25
(d) JPY - NIL JPY - 560000
(e) SGD - NIL SGD - 76
(f) EURO - NIL EURO - 2600
Total(Equivalent to Rs. 48549149) Total(Equivalent toRs.65260454)
Statement in Form 'C is given in the Annexure -1.
d) Profit
Your company earned a profit of Rs. 1276.10 lakhs before interest,
depreciation and tax and a net profit of Rs. 484.65 lakhs after tax
during the year as compared to Rs. 1487.92 lakhs and Rs. 589.20 lakhs
respectively in previous year. The decrease in profitability is due to
increase in raw material costs during the year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
are given as Annexure - III.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors
Shri.RKGarg,Shri.GR Warner and Smt. Jolly Cherian retire by rotation at
the Annual General Meeting. Shri. R K Garg and Shri. G R Warder being
eligible, have offered themselves to be reappointed. However, Smt.
Jolly Cherian is not seeking reappointment.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2 A A) of the Companies
Act, 1956, it is hereby confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2011, the applicable accounting standards have been
followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding against fraud
and other irregularities.
iv) That the Directors had prepared the accounts for the year ended
31st March 2011 on a going concern basis.
ISO CERTIFICATION
Your Company continues to be ISO 9001: 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
N S F Certification
Your company's products, Ferric Chloride and Ferrous Chloride got
NSF/ANSI Standard 60 certification for drinking water treatment
chemicals from M/s N S F International, the only organization
designated as a Collaborating Center by the World Health Organization
(WHO) for both food safety and drinking water safety and treatment.
The afore-said products of your company are the only NSF(National
Sanitation Foundation) certified products of its kind in Asia. While in
the case of Ferrous Chloride, our Company is one among 8 companies in
the world who got certified by N S F International and in the case of
Ferric Chloride, we are among the 39 companies certified by them.
AWARDS
Your Directors are pleased to report that your company bagged the Award
for implementing pollution control measures from Government of Kerala
for the 5th consecutive year - "Excellence Award for 3 years 2010, 2009
and 2008 and certificate of merit for securing 1st place among the
medium scale industries in the preceding 2 years.
Your company had also bagged Safety Award instituted by the Department
of Factories and Boilers, Government of Kerala for the third
consecutive year for outstanding performance in industrial safety.
AUDITORS
Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed
statutory Auditor of the Company by the Board, in place of M/s Lazar &
George, Chartered Accountants, erstwhile auditors who communicated
their inability/unwillingness to continue. Mr. Saghesh Kumar K.A,
Chartered Accountant, being eligible, has offered to be reappointed at
the Annual General Meeting.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/Authorities for carrying on its normal business.
The licenced capacity of Synthetic Rutile production now stands at
45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial. The existing long
term agreement with Trade Unions of the Employees, expired in January
2011 and negotiations with Trade Unions are in progress for a new Long
Term Agreement. The employee morale is quite high as can be observed
from the performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology upgradation are given in the Annexure -1. Improved practices
and installation of additional equipment have resulted in better
quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section 217
(2A)ofthe Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58 A of the Companies Act 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd.
The listing fee as required has already been paid upto and including
the year 2011-2012.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contributions put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
R.K. Garg,
Chairman.
Place: Aluva,
Date : 25.07.2011
Mar 31, 2010
The Directors are pleased to present the 21st Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2010.
FINANCIAL HIGHLIGHTS
Rs. in Lakhs
2010 2009
Sales and Other Income 11204.13 12442.06
Profit before Interest & Depreciation 1487.92 1571.64
Interest 245.52 285.22
Depreciation 344.08 332.96
Net Profit for the year 898.32 953.46
Provision for Tax 322.26 366.00
Fringe Benefit Tax - 16.25
Deferred tax asset (liability) (13.14) 66.76
Profit after tax 589.20 504.45
Appropriations
Proposed Dividend 117.45 117.45
Dividend Tax 19.96 19.96
Transfer to General Reserves 29.46 25.22
Balance Carried Forward 422.33 341.82
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at Rs. 1.50 per share of Rs. 10/- each for the financial year ended
31st March, 2010.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
34200.000 MT as compared to 34602.776 MT in the previous year. Ferric
Chloride production during the year was 12629.000 MT, as compared to
11743.000 MT in the previous year. Ferrous Chloride production during
the year was 54859.640 MT as against 51400.000 MT in the previous year.
The production of Ferric Chloride and Ferrous Chloride during the year
recorded increase of 7.54 per cent and 6.73 per cent respectively as
compared to the previous year.
b) Sales
Your company could sell 32358.700 MT of Synthetic Rutile during the
year as compared to last years sales of 35460.556 MT due to market
recession. .Ferric Chloride sales amounted to 12189.670 MT during the
year compared to 11751.435 MT last year showing an increase of
3.74 per cent. Ferrous Chloride sales this year comes to 53090.375 MT,
as against 50394.100 MT in the previous year showing an increase of
5.35 per cent.
c) Foreign Exchange
Your company earned export income of USD 176,99,076.12 equivalent to
Rs. 8348.01 lakhs, compared to USD 222,87,748.00 (FOB) equivalent to
Rs. 9669.55 lakhs in the previous year. The utilisation of Foreign
Exchange during the year was USD 1425975.05 , JPY 560000.00, SGD 76.00,
EURO 2600, UKã 635.80, AED 7837.25 equivalent to Rs.65260454/- compared
to USD 823840.42 equivalent to Rs. 36724749/- in the previous year. The
increase in foreign exchange utilization during the year was due to
import of ilmenite owing to its short supply in the domestic market.
Statement in Form ÃC is given in the Annexure - I.
d) Profit
Your company earned a profit of Rs. 1487.92 lakhs before interest,
depreciation and tax and a net profit of Rs. 589.20 lakhs after tax
during the year as compared to Rs. 1571.64 lakhs and Rs. 504.45 lakhs
respectively in previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
are given as Annexure à III.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors Shri.
Mathew M Cherian, Shri. A J Pai and Smt. Jaya S Kartha retire by
rotation at the Annual General Meeting and being eligible, have offered
themselves for reappointment.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2010,
the applicable accounting standards have been followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding against fraud and other
irregularities.
iv) That the Directors had prepared the accounts for the year ended
31st March 2010 on a going concern basis.
ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
AWARDS
Your directors are pleased to report that your Company bagged the Award
for implementing pollution control measures from Govt. of Kerala for
the 4th consecutive year à "Excellence Award" for years 2009 and 2008
and certificate of merit for securing 1st place among the medium scale
industries in the preceeding 2 years.
Your company had bagged the FIRST PRIZE in the safety awards instituted
by the Department of Factories and Boilers, Government of Kerala for
the year 2009 for outstanding performance in industrial safety. The
company had also won the certificate of excellence in Industrial safety
for the year 2008 from the State Government.
During the year 2009, your company received International Quality Crown
Golden Award 2009 from Business Initiative Directions, Madrid, Spain in
recognition of the outstanding commitment to the quality and
excellence. The selection procedure of the award is equal to that of
Deming Award in Japan, Malcolm Baldridge awards in U.S.A and EFQM in
Europe.
AUDITORS
M/s. Lazar & George, Chartered Accountants, Aluva who were appointed as
Auditors of the Company for the year under review, retire at the Annual
General Meeting and being eligible, offer themselves for reappointment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/ Authorities for carrying on its normal business.
The licenced capacity of Synthetic Rutile production now stands at
45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term
agreement with Trade Unions of the Employees, valid till 2011 is in
force. The employee morale is quite high as can be observed from the
performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology absorption are given in the Annexure - I. Improved practices
and installation of additional equipment have resulted in better
quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section 217
(2A) of the Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58A of the Companies Act 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTING
The shares of your Company are listed in Bombay Stock Exchange Ltd.,
Mumbai and the listing fees as required has already been paid upto and
including the year 2010-2011.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contributions put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K. Garg,
Date : 26.07.2010 Chairman.
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