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Directors Report of Dalmia Refractories Ltd.

Mar 31, 2015

Dear members,

The Directors hereby present the Forty Second Annual Report together with audited financial statements for the year ended 31st March, 2015.

Financial Results

2014-15 2013-14 (Rs.in lacs) (Rs.in lacs)

GROSS REVENUE 18909 10828

Profit before Interest, Depreciation and Tax (EBITDA) 144 636

Interest 361 220

Depreciation 324 (685) 234 454

Profit before Tax (PBT) (541) 182

Provision for Current tax - (67)

Provision for deferred tax (Net of due to change in Depreciation as per Companies Act, 2013) (156) (156) 7 60

Profit after tax (PAT) (385) 122

Tax adjustment of earlier year 8 -

Add: Surplus brought forward from last year 4043 3968

Profit available for appropriation 3666 4090

Appropriations:

General Reserve 10 10

Dividend 16 32

Dividend Distribution tax 3 5

Balance Carried Forward 3637 4043

DIVIDEND

Considering the accumulated surplus and future prospects, your Directors are pleased to recommend a final dividend of Re. 0.50 per equity share of face value of Rs.10/- each for the year ended 31st March, 2015, for approval by the shareholders at the forthcoming Annual General Meeting.

OPERATIONS AND FUTURE OUTLOOK

The year witnessed a sluggish market scenario with few new projects coming up. Inspite of the adverse conditions, the Company has not only been able to sustain, but has also been able to increase the business volume and achieve positive earnings before interest, depreciation and tax (EBITDA). However, the increase in total cost could not be recovered in full, hence the operational results are negative.

Details about the performance as also the future outlook have been given under the head Functional Highlights and Management Discussion and Analysis in the annexed report on the Corporate Governance.

During the year, there has been no change in the nature of business of the Company. The Company has no subsidiary or associated Company therefore disclosures in this regard has not been provided in this Report.

The details of refractories produced and dispatched by the units of the Company are given as under:-

Dalmiapuram Works

FY15 FY14

Production (MT) 40895 41228*

Despatches (MT) 37761 -

*The production of refractories during the year 2013-14 were in respect of the orders received from Dalmia Refractories (a division of Dalmia Bharat Limited) pursuant to the Job work arrangement between the Company and Dalmia Bharat Limited. However, as reported earlier, the said arrangement has been discontinued w.e.f Is* April 2014.

INDUSTRIAL RELATIONS

Industrial relations at all the units of the Company remained harmonious and cordial during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of the Companies Act, 2013, regarding the Corporate Social Responsibility are not applicable to the Company. However, the Company is fully aware of its social responsibilities and is providing time to time assistance through the local institutions to benefit the local residents of the nearby areas, where the Company's plants are located.

LISTING OF SECURITIES

During the year, the Securities of the Company were listed at Calcutta Stock Exchange, Delhi Stock Exchange and Madras Stock Exchange. However, Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 derecognized Delhi Stock Exchange and had also passed exit orders dated 14th May, 2015 against Madras Stock Exchange, which had sought voluntary exit from the stock exchange activities. Now, the Company continues to remain listed at Calcutta Stock Exchange for which the annual listing fees has been paid for the year 2015-16.

Also, consequent to voluntary exit of Madras Stock Exchange from stock exchange business, the agreement between National Stock Exchange and the said exchange had been discontinued and therefore, the shares of the Company are no more being traded on the trading platform of National Stock Exchange.

DISCLOSURE

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status of the Company and Company's operations in future.

CORPORATE GOVERNANCE

As required under Clause 49 of the listing agreement entered with the Stock Exchanges, a separate Report on the Corporate Governance practices followed by the Company have been annexed to and forms the part of this Report. The Auditors' Certificate confirming compliance of Corporate Governance Code is also attached as annexure and forms part of this report.

DEPOSITS

During the year, the Company has not accepted deposits from public.

EXTRACT OF ANNUAL RETURN

As per provisions of Section 134 of the Companies Act 2013, the details forming part of the extract of the Annual Return is attached to this Report as 'Annexure I' in Form MGT 9.

DIRECTORS

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee appointed Smt. Leena Rawal as Woman (Additional) Director w.e.f. 31st March, 2015, pursuant to the provisions of Companies Act, 2013 and Listing Agreement entered with the Stock Exchanges. In terms of section 161(1) of the Act, Smt. Leena Rawal shall hold office upto ensuing Annual General Meeting of the Company. The Company has received a requisite notice in writing from a member proposing the candidature of Smt. Leena Rawal for appointment as Director whose period of office shall be

Shri C. Nagaratnam, Director retires by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual General Meeting of the Company and offers himself for re-appointment.

The above named Directors have furnished their respective declarations in Form DIR-8 pursuant to the provisions of section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year, the members approved the appointment of Shri N. Gopalaswamy, Shri P.D. Mathur and Shri M.K. Doogar as Independent Directors who are not liable to retire by rotation.

Further, all Independent Directors have given their respective declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

During the year, four Meetings of the Board and one meeting of Independent Directors were convened and held. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. The details of such meetings are given in the Corporate Governance Report annexed to this Report.

COMMITTEES

During the year under review, your Directors have constituted/reconstituted the following Committees of the Board in accordance with the requirements of the Companies Act, 2013 and Listing Agreement. The composition, terms of reference and other details of all Board level Committees have been elaborated in the Corporate Governance Report annexed to this Report.

AUDIT COMMITTEE

The Committee comprises of four Non-Executive Directors as its members with Independent Directors forming a majority. The Chairman of the Committee is an Independent Director. The Audit Committee assist the Board in the dissemination of financial information and in overseeing the financial and accounting processes in the Company. During the year, there were no such instances where the Board had not accepted the recommendation of the Audit Committee.

In order to ensure that activities of the Company and its employees are conducted in a fair and transparent manner, the Company has adopted a Whistle Blower Policy & Vigil Mechanism. The details of which are available on the Company's website "www.dalmiarefractories.com".

NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises of four Non-Executive Directors as its members out of which two are Independent Directors. The Chairman of the Committee is an Independent Director.

The Board had on the recommendation of the Nomination and Remuneration Committee framed the Nomination and Remuneration Policy to comply with the provisions of Section 178 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. The Company's Nomination and Remuneration Policy has been annexed as 'Annexure II' of this Report and is also available atthe Company's website.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Committee comprises of three Non-Executive Directors as its members. The Stakeholders'Relationship Committee considers and resolves the grievances of the security holders of the Company.

RISK MANAGEMENT COMMITTEE

The Committee comprises of three Non-Executive Directors as its members. The Committee has been entrusted with the responsibility to assist the Board in framing, implementing and monitoring the risk management plan for the Company.

The Company has long been following the principle of risk minimization, which now has become mandatory. Therefore, in accordance with the statutory requirements, risk assessment and minimization procedures were discussed and besides formulation of appropriate strategies, steps are being taken for mitigating inherent risks in Business.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of the directors individually. The Directors have diverse qualification and experiences in the field of finance, accounts, engineering, legal etc which makes the Board as a whole effective and efficient. The Board has also evaluated the adequacy of composition and working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee. The performance evaluation of the Non-executive Directors was carried out by the Independent Directors and the performance evaluation of Independent Directors was carried out by the entire Board. The evaluation of every Director's performance was based on parameters such as level of engagement, contribution in terms of improving business performance etc. as laid down in the Nomination & Remuneration Policy of the Company.

KEY MANAGERIAL PERSONNEL

Shri C.N. Maheshwari, Chief Executive Officer and Shri Sudhir Kumar Srivastava, Chief Financial Officer held the respective positions in terms of listing agreement entered with the Stock exchanges and have been designated as Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014w.e.f. 29th May, 2014.

Ms. Akansha Jain was appointed as Company Secretary in terms of section 203 of the Companies Act, 2013 effective from 26th August, 2014.

CEO/CFO REPORT ON ACCOUNT

As required under Clause 49 of the Listing Agreement, the CEO/CFO's Annual certification of financial reporting and Internal controls is attached in this report.

AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS

M/s. S.S. Kothari Mehta &Co., Chartered Accountants, were re-appointed as Statutory Auditor of the Company to hold office for a period of three years effective from the conclusion of last Annual General Meeting of the Company held on 12th August, 2014 in accordance with the provisions of Section 139 of the Companies Act, 2013 subject to ratification by the members at every Annual General Meeting. A certificate to the effect that their re-appointment, if made, would be within the prescribed limits under the Act has been obtained.

The notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain qualification, reservation or adverse remark.

COST AUDITORS

M/s. HMVN & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to conduct the audit of the cost accounting records of specified products for the year ended 31st March, 2015 in accordance with the Section 148 of the Companies Act, 2013 read with Companies (Cost Accounting Records) Rules, 2011. However, with the notification of 'Cost Records and Audit' Rules, 2014 effective from 30th June, 2014 and amendments thereof, cost audit is not applicable to the Company.

SECRETARIAL AUDIT

Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri N.C. Khanna, Practicing Company Secretary, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor's Report has been annexed as 'Annexure III' of this Report. There are no disqualifications or observations or remarks made by the Secretarial Auditor in the Report.

Shri N. C. Khanna, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year 2015-16.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control commensurate with the size of the Company and nature of its Business which are reviewed periodically.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, directly or indirectly, to any person or to other body corporates or given any guarantee or provided any security in connection with a loan to any other body corporate or person. The Details of Investments made by

CONTRACTS AND ARRANGEMENTS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

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

The particulars as prescribed under sub-section(m) of Section 134(3) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given in Annexure-A which forms part of the Directors' Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees drawing remuneration in excess of the limits set out in the said rules are NIL.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as 'Annexure IV' of this Report.

Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors declare that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

The Directors also take this opportunity to place on record their sincere thanks and appreciation to the Bankers and various State and Central Government agencies for their co-operation and continued support to the Company.

For and on behalf of Board

Place: New Delhi Deepak Thombre P. D. Mathur Dated: May 21,2015 DIRECTOR DIRECTOR (DIN:02421599) (DIN:00266758)


Mar 31, 2014

Dear Members,

The Directors hereby present the Forty first Annual Report together with Audited Accounts for the year ended 31st March, 2014. With the specified provisions of the Companies Act, 2013 coming into force with effect from 1st April 2014 the Board''s Report has been prepared in accordance with the applicable provisions of the Companies Act, 1956 as per the clarification given in the General Circular No.8/2014 dated 4th April 2014 issued by Ministry of Corporate Affairs.

Financial Results

2013-14 2012-13 (Rs.in lacs)
GROSS REVENUE 10828 11227

Profit before Interest, Depreciation and Tax (EBITDA) 636 825

Interest 220 329

Depreciation 234 454 329 605

Profit before Tax (PBT) 182 220

Provision for Current tax 67 100

Provision for deferred tax <7> 60 <27) 73

Profit after tax (PAT) 122 147

Tax adjustment of earlier year - (3)

Add: Surplus brought forward from last year 3968 3883

Profit available for appropriation 4090 4033

Appropriations :

General Reserve 10 10

Dividend 32 47

Dividend Distribution tax 5 8 65

Balance Carried Forward 4043 3968

DIVIDEND

Your Directors are pleased to recommend a final dividend of Re.l/-per equity share of face value of Rs.l0/-each fortheyearended 31st March, 2014, for approval by the shareholders attheforthcoming AnnualGeneral Meeting.

CHANGE IN NAME OF THE COMPANY

As approved by you in the Extra-ordinary General Meeting held on 26th March 2014, the name of the Company has been changed from Shri Nataraj Ceramic and Chemical Industries Limited to Dalmia refractories Limited to reflect the group and the brand ''Dalmia Refractories'' under which the refractory products of the Company are being manufactured and marketed. The Company has obtained a Fresh Certificate of Incorporation consequent upon the change in name dated 28th March, 2014 issued by the Registrar of Companies, Tamil Nadu.

OPERATIONS AND FUTURE OUTLOOK

The performance of the Company has been adversely affected due to continued slowdown in the economy resulting in the overall reduction in the demand for its products. Due to severe competition, the margins remained under pressure.

Details about the performance as also the future outlook have been given under the head Functional Highlights and Management Discussion and Analysis in the annexed report on the Corporate Governance.

Dalmiapuram Works

The production of refractories at this unit was carried out as per orders received from Dalmia Refractories (a division of Dalmia Bharat Limited) pursuant to the job work arrangement between the Company and Dalmia Bharat Limited which has expired on 31st March, 2014. Effective 1st April, 2014, the marketing of the products forthis unit is also being carried out byyourCompany.

DALMIA REFRACTORIES LIMITED

During the year under report, 41228 MT (Previous year 42846 MT) of refractories was manufactured at Dalmiapuram Works.

The details of refractories produced and dispatched by other units of the Company are given as under:-

Khambalia Works

FY 14 FY 13

Production (MT) 25705 29114

Despatches (MT) 23274 28964

Katni Unit FY 14 FY 13

Production (MT) 5760 5152

Despatches (MT) 5923 5293

INDUSTRIAL RELATIONS

Industrial relations at all the units of the Company remained cordial during the year under review. The Directors wish to convey their sincere appreciation forthe cooperation and support provided by the employees of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is fully aware of its social responsibilities and is providing time to time assistance through the local institutions to benefit the local residents of the nearby area, where the Company''s plants are located.

LISTING OF SECURITIES

The Securities of the Company are listed at the Stock Exchanges as stated below and the annual listing fees has been paid to each of the Exchanges :-

1. The Madras Stock Exchange Limited (MSE)

2. The Delhi Stock Exchange Limited (DSE)

3. The Calcutta Stock Exchange Limited (CSE)

As per the agreement between MSE and National Stock Exchange (NSE) the equity shares of the Company are being traded on NSE trading platform.

CORPORATE GOVERNANCE

Corporate Governance practices as required under Clause 49 of the listing agreement of the Stock Exchanges are detailed in a separate chapter in this document. The Auditors Certificate on the compliance of Corporate Governance Code is attached as annexure and forms part of this report.

DEPOSITS

The Company has not taken any deposits from public, during the year. As on 31st March, 2014 there is no amount of deposits and interest thereon which remain due for payment or unclaimed by depositors.

DIRECTORS

Shri Deepak Thombre, Director retire by rotation at the forthcoming Annual General Meeting and is eligible for re- appointment.

Shri N. Gopalaswamy, Shri M.K. Doogar and Shri P.D. Mathur, Independent Directors of the Company were appointed Directors liable to retire by rotation under the provisions of erstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, the said Independent Directors have given their declaration of independence and being eligible be consider for re-appointment by the Shareholders at the ensuing Annual General Meeting for a term upto five consecutive years. The Company has received requisite notice in writing from a member proposing the candidature of Shri N. Gopalaswamy, Shri M.K. Doogarand Shri P.D. Mathurforappointmentaslndependent Directors.

COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383Aof the Companies Act, 1956 read with the rules made thereunder, a Certificate from Company Secretary in whole time practice is attached to this report.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company retires at the Conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. As required under the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, the Company has obtained a certificate from them to the effect that their re-appointment, if made, would be in conformity with the prescribed conditions and criteria laid underthe said Act.

COST AUDITORS

M/s. HMVN & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to conduct the Cost Audit of the cost accounting records of specified products for the year ended 31st March, 2014. The said firm has been appointed as Cost Auditors for the financial year 2014-15 and in accordance with the Companies Act 2013 their remuneration be ratified at the forthcoming Annual General Meeting.

CEO/CFO REPORT ON ACCOUNT

As required under Clause49 of the Listing Agreement, the CEO/CFO''s Report on the Accounts is attached.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The particulars as prescribed under sub-section(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of the Directors'' Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Rules made thereunder are NIL as there is no employee who is in receipt of remuneration in excess of the limits prescribed undersaid Section.

DIRECTORS RESPONSIBILITY-STATEMENT:

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that: i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and madejudgements 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 of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors also take this opportunity to place on record their sincere thanks and appreciation to the Bankers, Employees and various State and Central Government agencies for their co-operation and continued support to the Company.

For and on behalf of Board

Place: New Delhi Deepak Thombre P.D. Mathur

New Delhi, May 29,2014 DIRECTOR DIRECTOR

(DIN:02421599) (DIN:00266758)


Mar 31, 2013

The Directors hereby present the Fortieth Annual Report together with Audited Accounts for the year ended 31st March, 2013.

2012-13 2011-12 (Rs.Lacs) (Rs.Lacs)

GROSS REVENUE 11227 12585

Profit before Interest, Depreciation and Tax (EBITDA) 825 1218

Less: Interest 329 258

Depreciation 276 605 310 568

Profit before Tax (PBT) 220 650

Provision for Current tax 100 205

Provision for deferred tax (27) 73 9 214

Profit after tax (PAT) 147 436

Tax adjustment of earlier year (3) 21

Add: Surplus brought forward from last year 3883 3586

Profit available for appropriation 4033 4001

Appropriations:

General Reserve 10 45

Dividend 47 63

Dividend Distribution tax 8 65 10 118

Balance Carried Forward 3968 3883

DIVIDEND

Your Directors are pleased to recommend a dividend of 15% i.e. Rs.1.50/- per equity share forthe year ended 31" March, 2013, for approval by the shareholders at the forthcoming Annual General Meeting.

OPERATIONS AND FUTURE OUTLOOK

The performance of the Company was impacted due to economic downturn, which severally affected the demand for its products. As a result, the increase in the input costs could not be passed on to the customers. The margins are likely to continue to be under pressure during the current year also.

Details about the performance as also the future outlook have been given under the head Functional Highlights and Management Discussion and Analysis in the annexed report on the Corporate Governance.

Dalmiapuram Works

The production of refractories at this unit continues to be carried out as per orders received from Dalmia Refractories.

During the year under report, 42846 MT (Previous year 50667 MT) of refractories was manufactured at Dalmiapuram Works.

The details of refractories produced and dispatched by other units of the Company are given as under:-

Khambalia Works

FY 13 FY 12

Production (MT) 29114 34461

Despatches (MT) 28964 36353

WankanerUnit

FY13 FY 12

Production (MT) 1291 4913

Despatches (MT) 2001 4218

The operations at this unit have been discontinued due to operational issues and the lease agreement is proposed to be terminated effective 1" July, 2013.

Katni Unit

FY13 FY 12

Production (MT) 5152 4109

Despatches (MT) 5293 3755

The products manufactured at this new unit are now well accepted in the market. The unit has also achieved the ISO certification 9001:2008 on 61" September, 2012.

INDUSTRIAL RELATIONS

Industrial relations remained peaceful during the year under review. The Directors wish to convey their sincere appreciation for the cooperation and support provided by the employees of the Company. !

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is fully aware of its social responsibilities and providing time to time assistance through the local institutions to benefit the local residents of the nearby area, where the Company''s plants are located.

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

The particulars as prescribed under sub-section(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of the Directors''Report.

LISTING OF SECURITIES

The Securities of the Company are listed at the Stock Exchanges as stated below and the annual listing fees has been paid to each of the Exchanges:-

1. The Madras Stock Exchange Limited (MSE)

2. The Delhi Stock Exchange Limited (DSE)

3. The Calcutta Stock Exchange Limited (CSE)

As per the agreement between MSE and National Stock Exchange (NSE) the equity shares of the Company are presently being traded on NSE trading platform.

CORPORATEGOVERNANCE

Corporate Governance practices as required under Clause 49 of the Listing Agreement of the Stock Exchanges are detailed in a separate chapter in this document. The Auditors Certificate on the compliance of Corporate Governance Code is attached as annexure and forms part of this report.

COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383A(1) read with the Companies (Compliance Certificate) Rules 2001, copy of Certificate from Company Secretary in whole time practicejs attached to this report as an additional compliance.

SUBSIDIARY

Your Directors, considering that no material activity is being carried out in Shri Chamundeswari Minerals Limited (SCML), deemed it fit to withdraw the investment held in it. SCML, therefore ceases to be the subsidiary of the Company with effect from 30''" March, 2013.

DIRECTORS

Shri Deepak Thombre has resigned from the office of Managing Director with effect from 1" April, 2013, considering his other priorities. However, he continues to contribute his services to the Company as Non-executive Director. He has been associated with the Company as Managing Director since 1" November, 2008 and was re-appointed for a further period of three years on 31" October, 2011. The Board takes on record its appreciation for the valuable services and guidance rendered by him as a Managing Director of the Company.

Shri N. Gopalaswamy and Shri M.K. Doogar, Directors retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

CEO/CFO REPORT ON ACCOUNT

As required under Clause 49 of the Listing Agreement, the CEO/CFO''s Report on the Accounts is attached.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company retires at the Conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 224 of the Companies Act, 1956, the Company has obtained a certificate from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed in the said section.

DEPOSITS

The Company has not taken any deposits from public, during the year. As on 31" March, 2013 there is no amount of deposits and interest thereon which remain due for payment or unclaimed by depositors.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Rules made thereunder are NIL.

DIRECTORS RESPONSIBILITY STATEMENT:

lntermsoftheprovisionsofSection217(2AA)oftheCompaniesAct, 1956, your Directors declare that:

i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors also take this opportunity to place on record their sincere thanks and appreciation to the Bankers, Employees and various State and Central Government agencies for their co-operation and continued support to the Company.

For and on behalf of Board

Place: New Delhi Deepak Thombre P.D. Mathur

Dated: 27.05.2013 DIRECTOR DIRECTOR


Mar 31, 2012

The Directors hereby present the Thirty Ninth Annual Report together with Audited Accounts for the year ended 31st March, 2012.

2011-12 2010-11 (Rs.Lacs) (Rs.Lacs)

GROSS REVENUE 12585 8903

Profit before Interest, Depreciation and Tax 1218 941

Less: Interest 258 214

Depreciation 310 568 221 435

Profit before tax 650 506

Provision for Current tax 205 110

Provision for deferred tax 9 214 45 155

Profit after tax 436 351

Tax adjustment of earlier year (21) 4

Add: Surplus brought forward from last year 3586 3358

Profit available for appropriation 4001 3713

Appropriations :

General Reserve 45 36

Dividend 63 79

Dividend Distribution tax 10 118 12 127

Balance Carried Forward 3883 3586

DIVIDEND

Your Directors have decided to recommend a dividend of 20% amounting to Rs.2/- per equity share of the face value of Rs. 10/-each.

OPERATIONS AND FUTURE OUTLOOK

Though the Company was able to increase its sales, it has not been able to get a commensurate increase in the sales realization to take care of increased cost of various inputs due to severe competition and slow down of demand from cement industry, its main market segment. Margin are likely to continue under pressure during the current year also. Details about the performance as also the future outlook have been given under the head financial highlights and management discussion and analysis in the annexed report on Corporate Governance.

Dalmiapuram Works

The production of refractories at this unit continues to be carried out as per orders received from Dalmia Refractories.

During the year under report, 50667 MT (Previous year 49414 MT) of refractories was manufactured at Dalmiapuram Works.

Khambalia Works

The production and despatches details of refractories are as under:

2011-12 2010-11

Production (MT) 34461 37266

Despatches (MT) 36353 34796

Wankaner Works

Wankaner-I

During the year under report, 2591 KIT (Previous year 3817 MT) & 2922 MT (Previous year 3884 MT) of refractories was produced and despatched respectively, at this Unit. The operations have been discontinued on the expiry of lease agreement on 31al March, 2012.

Wankaner-ll

As reported in last year's Directors' Report a Refractory Manufacturing Plant having capacity of 10800 MT p.a. taken on lease at Wankaner commissioned its operations since February, 2011. The regular production got stabilized this year and during the year under report 4913 WIT (Previous year 714 MT) & 4218 MT (Previous year 699 MT) of refractories was produced and dispatched respectively.

Katni Works

The Plant at Katni having an installed capacity of 12000 MT, commissioned in September, 2010 has started regular production this year. During the year under report, 4109 MT (Previous year 120 MT) & 3755 MT (Previous year 60 MT) of refractories was produced and despatched respectively, at this Unit.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is fully aware of its social responsibilities and is providing assistance through the local institutions from time to time for the benefit of the local residents of the nearby area, where the company's plants are located.

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

The particulars as prescribed under sub-section(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of the Directors'Report.

LISTING OF SECURITIES

The Securities of the Company are listed at the Stock Exchanges as stated below and the annual listing fees has been paid to each of the Exchanges

1. The Madras Stock Exchange Limited (MSE)

2. The Delhi Stock Exchange Limited

3. The Calcutta Stock Exchange Association Limited

As per the agreement between MSE and National Stock Exchange (NSE) the equity shares of the Company are being trading do NSE trading platform w.e.f. 30th December, 2011.

CORPORATEGOVERNANCE

Corporate Governance practices as required under clause 49 of the listing agreement of the Stock Exchanges are detailed in a separate chapter in this document. The Auditors Certificate on the compliance of Corporate Governance code is attached as annexure and forms part of this report.

COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383A(1) read with the Companies (Compliance Certificate) Rules 2001, copy of Certificate from Company Secretary in whole time practice is attached to this report as an additional compliance.

SUBSIDIARY

The Directors' Report and accounts of Shri Chamundeswari Minerals Limited, the Company's subsidiary, for the year ended 31March, 2012 are enclosed.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12.

DIRECTORS

Shri P.D. Mathur, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

The term of Shri Deepak Ambadas Thombre as Managing Director concluded on 30th October, 2011. Your Directors, in recognition of his committed role and valued contribution have reappointed him as Managing Director of the Company for a further period of 3 years from 31sl October, 2011. Consent of the members is being sought both for his reappointment and terms thereof at this meeting.

CEO/CFO REPORT ON ACCOUNT

As required under Clause 49 of the Listing Agreement, the CEO/CFO's Report on the Accounts is attached.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, the retiring auditors are eligible for re-appointment. The auditors have furnished necessary certificate as required under Section 224(1-B) of the Companies Act, 1956 that their re-appointment, if made, would be in conformity with the limits specified in that Section.

DEPOSITS

The Company has not taken any deposits from public, during the year. As on 31st March, 2012 there is no amount of deposits and interest thereon which remain due for payment or unclaimed by depositors.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Rules made thereunder are NIL.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors also take this opportunity to place on record their sincere thanks and appreciation to the Bankers, Employees and various State and Central Government agencies for their co-operation and continued support to the Company.

For and on behalf of Board of Directors of

SHRI NATARAJ CERAMIC AND

CHEMICAL INDUSTRIES LIMITED

Place: New Delhi Deepak Thombre P.D. Mathur

Dated: 30.05.2012 MANAGING DIRECTOR DIRECTOR


Mar 31, 2011

The Directors hereby present the Thirty Eighth Annual Report together with Audited Accounts for the year ended 31st March, 2011.

2010-11 2009-10

(Rs.Lacs) (Rs.Lacs)

Gross Revenue 8,826 10,004

Profit before Interest, Depreciation and Tax 941 1,833

Less: Interest 214 142

Depreciation 221 435 191 333

Profit before tax 506 1,500

Provision for Current tax 110 480

Provision for deferred tax 45 155 16 496 Profit after tax 351 1,004

Tax adjustment of earlier year 4 14

Add: Surplus brought forward from last year 3,358 2,621

Profit available for appropriation 3,713 3,639 Appropriations : 36 105

Debenture Redemption Reserve - 120

Dividend 79 48

Dividend Distribution tax 12 127 8 281

Balance Carried Forward 3,586 3,358

DIVIDEND

Your Directors have decided to recommend a dividend of 25% amounting to Rs.2.50 per equity share of the face value of Rs. 101- each on the increased capital base.

OPERATIONS AND FUTURE OUTLOOK

The operations of the company have been affected adversely during the year. The profitability of the company has declined considerably due to the increase in raw material costs and other input costs. It is expected that this year also the margins would remain under pressure. Details about the performance as also the future outlook have been given under the head financial highlights and management discussion and analysis in the annexed report on the Corporate Governance.

Dalmiapuram Works

The production of refractories at this unit continues to be carried out as per orders received from Dalmia Refractories. During the year under report, 49414 MT (Previous year 48714 MT) of refractories was manufactured at Dalmiapuram Works.

Khambalia Works

The production and despatches details of refractories are as under: 2010-11 2009-10 Production (MT) 37266 37672

Despatches (MT) 34467 36450

Wankaner Works

Wankaner-I

During the year under report, 3817 MT (Previous year 3344 MT) & 3884 MT (Previous year 3236 MT) of refractoriness was produced and dispatched respectively, at this Unit.

Wankaner-ll

The Company in order to expand its capacity has taken another Refractory Manufacturing Plant having capacity of 10,800 MT p.a. at Wankaner on lease w.e.f. 16.01.2011 and is carrying out the operations since February, 2011. During the year under report, 714 MT and 682 MT of refractories was produced and dispatched respectively.

Katni Plant

As reported in last years Directors' Report, a manufacturing plant, having a capacity of 12000 MT, for manufacture of monolithics, has been commissioned at Katni, in September, 2010. The production is getting stabilized. During the year, 120 MT of material was produced.

CONVERSION OF WARRANTS INTO EQUITY SHARES

During the year your company gave an option to its warrant holders to get their warrants converted into equity shares @ Rs.35/- per share (including Premium of Rs.25/- per share). Out of 24,00,000 outstanding warrants, the warrant holders of 23,52,084 warrants exercised this option and accordingly 23,52,084 shares were issued by the Company. As a result of this conversion the total paid up capital of the company has increased from Rs.80,00,000 to Rs.3,15,20,840.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is fully aware of its social responsibilities and is providing assistance through the local institutions from time to time for the benefit of the local residents of the nearby area, where the company's plants are located.

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

The particulars as prescribed under sub-section(e) of Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in Annexure-A which forms part of the Directors 'Report.

LISTING OF SECURITIES

The Securities of the Company are listed at the Stock Exchanges as stated below and the annual listing fees has been paid to each of the Exchanges :-

1. The Madras Stock Exchange Ltd.,

2. The Delhi Stock Exchange Ltd.,

3. The Calcutta Stock Exchange Association Ltd.,

As informed, the trading on Delhi Stock Exchange is likely to be restarted in near future which will facilitate the trading in the securities of the Company.

CORPORATEGOVERNANCE

Corporate Governance practices as required under clause 49 of the listing agreement of the Stock Exchanges are detailed in a separate chapter in this document. The Auditors Certificate on the compliance of Corporate Governance code is attached as annexure and forms part of this report.

COMPLIANCE CERTIFICATE

Pursuant to provisions of Section 383A(1) read with the Companies (Compliance Certificate) Rules 2001, copy of Certificate from Company Secretary in whole time practice is attached to this report as an additional compliance.

SUBSIDIARY

The Directors' Report and accounts of Shri Chamundeswari Minerals Limited, the Company's subsidiary, for the year ended 31st March, 2011 are enclosed.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11.

DIRECTORS

Shri C. Nagaratnam retires as Whole-time Director of the Company w.e.f. 30th September, 2010 but continues to remain as non-executive director. Shri C. Nagaratnam retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The Board in order to further strengthen itself appointed Shri M.K. Doogar as Additional Director w.e.f. 29th September, 2010. It is proposed to appoint Shri M.K. Doogar as director, subject to retire by rotation, at the ensuing Annual General Meeting of the Company.

CEO/CFO REPORT ON ACCOUNT

As required under Clause 49 of the Listing Agreement, the CEO/CFO's Report on the Accounts is attached.

AUDITORS

M/s S.S. Kothari Mehta & Co., Chartered Accountants, the retiring auditors are eligible for re-appointment. The auditors have furnished necessary certificate as required under Section 224(1-B) of the Companies Act, 1956 that their re-appointment, if made, would be in conformity with the limits specified in that Section.

DEPOSITS

As on 31st March, 2011 there is no amount of deposits and interest thereon which remain due for payment or unclaimed by depositors.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Rules made there under are Nil.

DIRECTORS RESPONSIBILITY STATEMENT.

In terms of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors declare that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

iv) the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors also take this opportunity to place on record their sincere thanks and appreciation to the Bankers, Employees and various State and Central Government agencies for their co-operation and continued support to the Company.

For and on behalf of Board of Directors of

SHRI NATARAJ CERAMIC AND

CHEMICAL INDUSTRIES LIMITED

New Delhi Deepak Thombre N. Gopalaswamy

Dated: 30.05.2011 MANAGING DIRECTOR DIRECTOR

 
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