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Directors Report of Cochin Minerals & Rutile Ltd.

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

 
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