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Directors Report of Himadri Chemicals & Industries Ltd. Company
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Directors Report of Himadri Chemicals & Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 27th Annual Report, together with the Audited Financial Statements and the Auditors' Report of the Company for the financial year ended 31 March 2015.

STATE OF AFFAIRS OF THE COMPANY

The performance of the Company for the financial year ended 31 March 2015 is summarised below:

Amount in Rs. Lakhs

Standalone

Particulars 2014-15 2013-14

Gross Turnover 155,359.62 153,430.42

Other Operating Income 167.96 37.15

Other Income 1,495.92 1,408.42

Total Revenue 139,245.78 137,736.01

Operating Profit 13,050.04 10,812.55

Less: Finance Costs 10,150.66 11,651.47

Depreciation 5,535.87 5,452.43

Profit / (Loss) before exceptional item and tax (2,636.49) (6,291.35)

Add: Exceptional Item - Profit on sale of Investment in subsidiary - 704.99

Profit / (Loss) before tax (2,636.49) (5,586.36)

Provision for tax

Net Current Tax 64.10 0.46

Deferred Tax Charge / ( Credit) (1,260.52) (1,675.93)

Profit / (Loss) after tax (before adjustment of (1,440.07) (3,910.89) minority interest)

Minority Interest - -

Profit / Loss for the year (1,440.07) (3,910.89)

Add: Surplus brought forward 28,055.02 33,249.52

Add: Depreciation charge (Net of deferred tax of (237.14) - Rs. 125.51 Lakhs)

Surplus available for appropriation 26,377.81 29,338.63

Appropriations

Transfer to Debenture Redemption Reserve (832.32) (832.32)

Proposed Equity Dividend - (385.73)

Corporate Equity Dividend Tax - (65.56)

Balance carried to Balance Sheet 25,545.49 28,055.02

Particulars Consolidated

2014-15 2013-14

Gross Turnover 161,408.21 156,715.46

Other Operating Income 167.96 37.15

Other Income 1,309.05 1,248.19

Total Revenue 145,107.50 140,896.82

Operating Profit 13,732.76 10,134.10

Less: Finance Costs 10,263.02 11,762.47

Depreciation 5,917.62 5,843.82

Profit / (Loss) before exceptional item and tax (2,447.88) (7,472.19)

Add: Exceptional Item - Profit on sale of Investment in subsidiary - -

Profit / (Loss) before tax (2,447.88) (7,472.19)

Provision for tax

Net Current Tax 64.10 0.46

Deferred Tax Charge / ( Credit) (1,260.52) (1,675.93)

Profit / (Loss) after tax (before adjustment of (1,251.46) (5,796.72) minority interest)

Minority Interest (8.45) (98.51)

Profit / Loss for the year (1,243.01) (5,698.21)

Add: Surplus brought forward 24,128.64 31,1 10.46

Add: Depreciation charge (Net of deferred tax of (238.82) - Rs. 125.51 Lakhs)

Surplus available for appropriation 22,646.81 25,412.25

Appropriations

Transfer to Debenture Redemption Reserve (832.32) (832.32)

Proposed Equity Dividend - (385.73)

Corporate Equity Dividend Tax - (65.56)

Balance carried to Balance Sheet 21,518.49 24,128.64



DEBENTURE REDEMPTION RESERVE (DRR)

In terms of Section 71(4) of the Companies Act, 2013 the Company has transferred a sum of Rs. 832.32 Lakhs to the credit of Debenture Redemption Reserve out of its profits from the previous years for the purpose of redemption of various kind of debentures issued by the Company.

FINANCIAL SUMMARY OR HIGHLIGHTS

i) Financial Performance - Standalone

Total Revenue of the Company for the year FY2015 marginally increased by 1.10% to Rs. 139,245.78 Lakhs from Rs. 137,736.01 Lakhs during the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain, provision for doubtful debts/ advances/contingencies and other income was Rs. 12,111.22 Lakhs as compared to Rs. 17,840.09 Lakhs for the previous year. EBITDA for the year is mainly impacted by write down in the inventory valuation. During FY2015, the Company incurred a loss after tax of Rs. 1,440.07 Lakhs as compared to loss after tax of Rs. 3,910.89 Lakhs in previous year.

ii) Financial Performance - Consolidated

On consolidated basis, the Total Revenue from operations in the year FY2015 increased marginally by 2.99% to Rs. 145,107.50 Lakhs from Rs. 140,896.82 Lakhs in the previous year. EBITDA for the year, excluding the effect of foreign exchange fluctuation loss/gain, provision for doubtful debts/advances/contingencies and other income, was Rs. 12,937.73 as compared to Rs. 17,484.25 Lakhs for the previous year. During FY2015, the Company incurred a loss after tax of Rs. 1,243.01 Lakhs as compared to a loss of Rs. 5,698.21 Lakhs in the previous year

These losses were incurred primarily on account of higher material cost, depreciation and write down of inventory valuation.

SUBSIDIARIES

The Company has following subsidiaries:

i) Equal Commodeal Private Limited - India (Wholly Owned Subsidiary)

ii) AAT Global Limited - Hong Kong (Step Down -Wholly Owned Subsidiary)

iii) Shandong Dawn Himadri Chemical Industry Limited -China (Step Down - Subsidiary)

None of the above subsidiary is material in nature as per the Policy of the Company for determining material subsidiaries and the same may be accessed on the Company's website at the link: www.himadri.com/Himadri Policy for determining material subsidiary.pdf

A report on the performance and financial position of each of the aforementioned subsidiaries as per provisions of sub section (3) of Section 129 the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is annexed to the Annual Report forming the part of consolidated financial statements and hence not repeated here for the sake of brevity.

During FY2015, no Company has become or ceased to be subsidiary, joint venture or associate of the Company.

MELTING PLANT AT SAMBALPUR, ODISHA

During the year, the Company has proposed to set up a Melting Plant (Coal tar Pitch) at Sambalpur in the state of Odisha to cater the demand of the customers located in the surroundings of Sambalpur. The cost of the project will be financed through Internal Accruals. The construction work is in progress and the plant is expected to be operational by the end of FY2016.

WINDMILLS

During FY2015, the performance of the windmills at Dhule in Maharashtra remained satisfactory and it generated 3,081,708 kwh units of wind energy during the year as compared to 3,568,437 kwh units in the previous year. The revenue generated by the windmills for the year remained at Rs. 143.59 Lakhs as compared to Rs. 160.64 Lakhs in previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21, AS-23 and AS-27, issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with the Listing Agreement with the stock exchanges, the Company has prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditors' Report thereon forms part of the Annual Report.

WORKING CAPITAL

The Company continued to enjoy working capital facilities from various banks including State Bank of India, Central Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation (HSBC), DBS Bank, Citibank, Axis Bank, Yes Bank, IndusInd Bank, Union Bank of India and IDBI Bank Ltd. The Company has been regular in servicing these debts.

Himadri would like to thank these financial institutions for their continued trust and support.

CREDIT RATING BY CARE

The rating of "CARE A " (Single A Plus) re-affirmed by the Credit Analysis & Research Limited (CARE) for the long term bank facilities including non convertible debentures which is considered to have adequate degree of safety regarding timely servicing of financial obligations.

The CARE has re-affirmed the rating of "CARE A1 " (A One Plus) assigned for the short term bank facilities, which is considered to have very strong degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

CAPITAL EXPENDITURE

During FY2015, there was an addition to capital expenditure aggregating to Rs. 2,098.62 Lakhs (including Capital work in-progress).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. Pavninder Singh (DIN: 03048302) and Mr. Bankey Lal Choudhary (DIN: 00173792), the directors of the Company will retire from the office by rotation, and being eligible, offer themselves for re-appointment.

The Company was required to appoint a Woman Director pursuant to Section 149(1 )(b) of the Companies Act, 2013 and Smt. Rita Bhattacharya (DIN: 03157199) was nominated by Life Insurance Corporation (LIC) of India pursuant to the right of nomination in accordance with terms of Non-Convertible Debentures issued by the Company on private placement and the Board taken on record her appointment at its meeting held on 22 April 2014.

During the year Mr. Sushil Kumar Saraf (DIN: 00535726), Independent Director of the Company has resigned from the Board with effect from 15 July 2014, due to his full time involvement in his own business and he expressed his difficulty in attending the meetings of the Board and Committees to be held from time to time.

The Board at its meeting held on 27 May 2014 appointed Mr. Santimoy Dey (DIN: 06875452) as Additional Director. Further the Board at its meeting held on 11 August 2014, appointed Mr. Hanuman Mal Choraria (DIN: 00018375) and Mr. Chandra Shekhar Sarda (DIN:00252003), as Additional Directors. These directors were further appointed as Independent Non-Executive, Non-Rotational Director by the shareholders at the last Annual General Meeting held on 24 September 2014 for a period of five years with effect from the date of the Annual General Meeting

Further at the last Annual General Meeting of the Company held on 24 September 2014, the Independent directors namely i) Mr. Sakti Kumar Banerjee (DIN: 00631772), ii) Mr. Hardip Singh Mann (DIN: 00104948), iii) Mr. Krishnava Satyaki Dutt (DIN: 02792753), were appointed as Independent Non-Executive, Non-Rotational Directors for a period of five years with effect from 1 April 2014.

The Board of Directors at its meeting held on 12 February 2015 upon recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Bankey Lal Choudhary (DIN: 00173792) as Managing Director of the Company for a period of three years w.e.f. 1 April 2016, subject to the approval of Shareholders u/s 196, 197, 203 of the Companies Act, 2013 and upon fulfillment of conditions as laid down in Schedule V appended to the said Act. The necessary resolution along with terms and conditions and explanatory statement is being provided in the Notice convening the 27th Annual General Meeting of the Company

The Board of Directors at its meeting held on 12 February 2015 upon recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Shyam Sundar Choudhary (DIN: 00173732) as Whole time Director of the Company for a period of five years w.e.f. 1 April 2015, subject to the approval of Shareholders u/s 196, 197, 203 of the Companies Act, 2013 and upon fulfillment of conditions as laid down in Schedule V appended to the said Act. The necessary resolution along with explanatory statement is being provided in the Notice convening the 27th Annual General Meeting of the Company.

The Company in Compliance of the provisions of Section 149 of the Companies Act, 2013 and the provisions of Clause 49 of the Listing Agreement has appointed Six Independent Directors at the Last Annual General Meeting held on 24 September 2014 representing half of the Board as Independent Non - Executive.

The brief resume and other details relating to the Directors, who are to be appointed / re-appointed as stipulated under Clause 49(VIII)(E) of the Listing Agreement, are provided in the Notice of Annual General Meeting forming part of the Annual Report.

The number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

Further the Company in compliance of the provisions of Section 203 of the Companies Act, 2013 designated Mr. Bankey Lal Choudhary, Managing Director, Mr. Shyam Sundar Choudhary, Whole-time director, Mr. Vijay Kumar Choudhary, Whole-time director, Mr. Anurag Choudhary, Chief Executive Officer, Mr. Kamlesh Kumar Agarwal, Chief Financial Officer and Mr. Bajrang Lal Sharma, Company Secretary, as the Key managerial Personnel of the Company with effect from 1 April 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, and as per Clause 49(III)(D) (4)(a) of the Listing agreement with the Stock Exchanges, your directors confirm that:

a. In the preparation of the annual accounts for the year ended 31 March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected suitable 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 at the end of the financial year and of the loss of the Company for the year under review;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going-concern basis;

e. The Directors, have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

DECLARATION FROM INDEPENDENT DIRECTORS

As required in terms of Section 134(3)(d) of the Companies Act, 2013, the Board hereby confirm that all the Independent Directors of the Company have given necessary declaration of their Independence as stipulated in Section 149(6) of the Companies Act, 2013.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of Directors has formulated a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees, and the said policy is annexed herewith and marked as Annexure I forming part of this report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

LOANS, GUARANTEE AND INVESTMENT U/S 186 OF THE COMPANIES ACT, 2013

The Company has not provided any Loans, Guarantee or made any Investment during FY2015, except certain Loans, Guarantees and Investment made to Subsidiaries of the Company, given for business purpose. There are certain investments made by the Company in past financial years and the same are subsisting as on the date of the closure of the financial year are within the overall limits as provided u/s 186 of the Companies Act, 2013, the details thereof are provided in financial statements of the Company.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Materiality of and Dealing with Relating Party Transaction in terms of Clause 49 of the Listing Agreement and the said Policy is posted on the Website of the Company and during FY2015 the Company has not entered into any materially significant related party transaction with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

All the Related Party Transactions entered into by the Company during the financial year were in ordinary course of business and on arm's length basis. The Related Party Transactions undertaken by the Company during the year includes periodical payments of remuneration to its directors and their relatives and key managerial personnel. All such transactions were usually undertaken with prior consent of the Audit Committee on quarterly basis. As regards to the payment of remuneration to relatives of Directors, the prior approval of the shareholder has been obtained by means of special resolution at the last Annual General Meeting held on 24 September 2014.

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

EXTRACTS OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Extract of Annual Return as on the financial year ended on 31 March 2015, in Form No. MGT-9 is annexed herewith and marked as Annexure II forming part of this report.

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND EMPLOYEES AND RELATED DISCLOSURE

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 are annexed herewith and marked as Annexure III forming the part of this Report.

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed herewith and marked as Annexure IV forming the part of this Report.

JOINT STATUTORY AUDITORS

The joint statutory auditors M/s S. Jaykishan, Chartered Accountants and M/s B S R & Co. LLP, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received necessary consent and certificates under Section 139 of the Companies Act, 2013 from them to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the Criteria as prescribed in Section 141 of the Companies Act, 2013.

The Auditors' Report and notes on Accounts are selfexplanatory and therefore do not call for any further explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s MKB & Associates, Practising Company Secretaries, to conduct Secretarial Audit for FY2015. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31 March 2015 is annexed herewith and marked as Annexure V to this Report.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock exchanges for employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct by means of Protected Disclosure to the Vigilance Officer or the Chairman of the Audit Committee.

The vigil mechanism / whistle blower policy may be accessed on the Company's website at the link: www. himadri.com/Himadri Policy on Vigil Mechanism Amended.pdf

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure VI forming the part of this Report.

RISK MANAGEMENT (RISK ASSESSMENT AND MINIMIZATION PROCEDURE)

The Company has formulated a Policy on Risk Management (Risk Assessment and Minimization Procedure) in consultation with Senior Management to identify various kinds of risk in business of the Company and its process to minimize the same. The details of various risks and its mitigation are provided in the Management Discussion and Analysis Report forming the part of this Report.

INTERNAL FINANCIAL CONTROLS

The Audit Committee of the Company monitors the adequacy of Internal Control System and procedures in the Company and the Committee has recommended the appointment of internal auditor to monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Internal Auditor submits the Internal Audit report periodically before the Audit Committee alongwith their findings, which are usually elaborately discussed at the meetings of the Audit Committee and based on their report, findings and submissions the senior management undertake corrective measures in their respective areas and thereby strengthen the controls. During FY2015, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The management gives adequate attention to the welfare activities of the village area around the plant and its' surroundings. In line with its objective of corporate social responsibility, a free dispensary service was created for villagers near Mahistikry (West Bengal) plant. The Company has been involved in providing education, medical support, donation for food and clothing, and has also organised blood donation camps, eye check-up camps, etc. The management is also actively engaged in sponsoring educational programs at the school level.

The Board in compliance with the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder has formulated a Committee to be known as CSR Committee with Mr. Santimoy Dey, Independent Non-executive Director, Mr. Sakti Kumar Banerjee, Independent Non-executive Director and Mr. Shyam Sundar Choudhary, Whole time director of the Company as its members. The Committee has formulated and recommended a policy on CSR as well as the projects to be undertaken by the Company for this purpose and recommended a sum of ' 23.80 Lakhs to be expended during FY2015 on CSR activities.

The Company has expended a sum of Rs. 27.99 Lakhs on CSR activities covered within the scope of the CSR Policy. The Annual Report on CSR activities in terms of Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure VII forming part of this report

ANNUAL EVALUATION OF THE MEMBERS OF THE BOARD

The Board, upon recommendation of the Nomination and remuneration committee and as per the criteria and manner provided for the annual evaluation of each member of the Board and its committee, has evaluated the performance of the entire Board, its committee and individual directors. And on the basis of the performance evaluation all the members of the Board are eligible to continue to act as Directors of the Company.

PUBLIC DEPOSIT

During FY2015, the Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013, therefore the disclosure under rule 8(5)(v) & (vi) of Companies (Auditors), 2014, are not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There were no significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and Company's operation in future.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company sends intimations to all shareholders whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made to co-ordinate

with the Registrar to locate the shareholders who have not claimed their dues.

During the year, the Company has transferred a sum of Rs. 2,470,690 to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, as provided in Section 125 of the Companies Act, 2013. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices adopted by the Company, together with a certificate from a Practicing Company Secretary confirming compliance, is annexed herewith and marked as Annexure VIII forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

LISTING ON STOCK EXCHANGES

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating Rs. 250 Crores continue to be listed at Bombay Stock Exchange Limited and the Company has been regular in the remittance of the listing fee to the exchange for such debentures.

DEMATERIALISATION OF SHARES

There were 377,398,949 equity shares of the Company held by the shareholders in dematerialised form as on 31 March 2015, representing 97.84% of the total paid-up capital of the Company. The Promoters' shareholding is in dematerialised form in terms of SEBI circular and there is no change in their shareholding.

The Company's equity shares are compulsorily required to be traded in dematerialised form, therefore, members are

advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

E-VOTING FACILITY AT AGM

In terms of Clause 35B of the Listing Agreement with Stock Exchanges and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on 22 September 2015 being the "Cut-off Date" fixed for the purpose, of exercising their right to vote at the 27th AGM by electronic means through the e-Voting platform provided by National Securities Depository Limited (NSDL). The details process and guidelines for e-voting has been provided in the notice convening the meeting.

INTERNAL COMPLIANT COMMITTEE

The Company has constituted an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder which were notified on 9 December 2013.

During FY2015, the committee submitted Annual Report as prescribed in the said Act and there were no complaints received by the Committee.

INDUSTRIAL RELATIONS

The Company maintains close and cordial relation with its' workmen and a result there was no incidence of stoppages of work in any plant or any demonstration against the Management. Himadri takes sufficient care for its employees at all levels and provide adequate motivation and friendly work environment. The Company organizes Annual Cultural Program for employees, Annual Family Picnic and Get-Together, Observance of Employees' Birthday and awarding a token Gift to all Employees. The Management also award employees on Exemplary Service. The Management holds periodically, Elementary Health Check up facilities viz. ENT, Neurological, Cardio logical, Orthopedic, Gynecological, Endo-chronological, Urological, Scientific Pain Management, Eye Test, Dietary Counseling and Pathological and Radiological Check Ups like -X-Ray Chest PA View (Digital), Pulmonary Function

Test, Complete Hierogram, Fasting Blood Sugar, Blood for Serum Creatinine, Blood for Liver Function Test, Blood for Urea etc. At the plant site the Company also provides Recreation and Welfare facilities like subsidized Breakfast, Lunch and Dinner and also Indoor Game Facilities like -Cricket, Volleyball, Basketball, Chess etc. We also send our employees to participate in Corporate Sports Competition organized by FICCI. The management has adopted various measures for enhancing efficiency, competency and skills of individual employees through training and motivation. The Company has in place a performance-based employee appraisal and reward system and streamlined the feedback module.

FORWARD LOOKING STATEMENTS

This Report should be read in conjunction with the financial statements included herein and the notes thereto. This report may contain forward-looking statements that involve risks and uncertainties. When used in this Report, the words 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'will' and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. The Company does not take any responsibility to publicly revise any such statement. Readers are cautioned not to place undue reliance on these forwardlooking statements that speak only as of their dates.

ACKNOWLEDGEMENT

The Directors wish to place on record, their sincere appreciation for the continued support and cooperation extended to the Company by Investors, Debenture holders, various departments of the Central and the State Government, Banks and Financial Institutions, various governmental regulatory authorities, customers, suppliers and employees of all levels.

For and on behalf of the Board

Sd/- Sd/- Bankey Lal Choudhary Shyam Sundar Choudhary Place: Kolkata Managing Director Executive Director Date: 26 May 2015 (DIN: 00173792) (DIN: 00173732)




Mar 31, 2013

The Directors have great pleasure in presenting the 25th Annual Report, together with the audited financial statements and the Auditor''s Report of the Company for the financial year ended 31st March, 2013

Financial Results

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Amount in Rs. Lakhs)

Particular For the year ended 31.03.2013 For the year ended 31.03.2012

Gross Turnover 1,46,570.38 1,24,106.25

Other Income 3,040.03 1,975.04

Total Income 1,32,980.18 1,14,311.10

Operating Profit 14,829.30 20,166.64

Interest and Finance charges 7,905.53 7,572.28

Depreciation 5,217.64 4,440.55

Profit before Tax 1,706.13 8,153.81

Provision for Tax

Current Tax 29.25 6.63

Deferred Tax charge / (Credit) (677.89) 1,815.53

Profit after Tax 2,354.77 6,331.65

Add: Surplus brought forward 33,691.04 29,807.70

Surplus available for appropriation 36,045.81 36,139.35

Appropriations

Transfer to General Reserve 1,500.00

Transfer to Debenture Redemption Reserve 2,345.00 500.00

Proposed Dividend 385.73 385.73

Corporate Dividend Tax 65.56 62.58

Balance carried to Balance Sheet 33,249.52 33,691.04

Dividend

The dividend, as proposed, is in accordance with the Company''s policy to pay sustainable dividend linked to long-term performance, keeping in view the capital needs for the Company''s growth plans and intent to achieve optimal financing of plans through internal accruals.

The Board is pleased to recommend payment of dividend of Rs. 0.10 per share on 38,57,32,570 equity shares of Rs. 1/- each for the financial year 2012-13, subject to approval of members at the subsequent annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 451.29 Lakhs (previous year: Rs. 448.31 Lakhs).

Financial Performance

Total Income of the Company for the year 2012-13 increased by 16.33% to Rs. 1,32,980.18 Lakhs from Rs. 1,14,311.10 Lakhs during the previous year. The EBITDA for the year, excluding the effect of foreign exchange gain/loss, was Rs. 12,875.64 Lakhs as compared to Rs. 22,459.60 Lakhs for the previous year. The Net Profit was down to Rs. 2,354.77 Lakhs from Rs. 6,331.65 Lakhs during the financial year 2012-13.

On consolidated basis, the Total Revenue

from Operations of the Company for the year 2012-13 increased by 18.22% to Rs. 1,35,331.54 Lakhs from Rs. 1,14,475.89 Lakhs during the previous year. The EBITDA for the year, excluding the effect of foreign exchange gain/loss, was Rs. 11,701.75 Lakhs as compared to Rs. 22,084.70 Lakhs for the previous year. During the financial year 2012-13, the net profit decreased to Rs. 943.79 Lakhs from Rs. 5,725.40 Lakhs in the previous year.

The Net Profit for the year declined mainly due to increase in input costs, finance cost and higher provisioning for depreciation.

Expansion of Coal Tar Pitch capacity – Mahistikry

The Company has commenced capacity expansion for its distillation plant at Mahistikry for manufacture of Coal Tar Pitch in the financial year 2011-12. The expansion is at full swing and is expected to be completed within the current financial year, enhancing the Company''s Coal Tar distillation capacity by sixty per cent.

Subsidiary / Joint Venture

Himadri Global Investment Ltd.

(WOS)

Himadri Global Investment Ltd. is the

Company''s wholly owned subsidiary in

Hong Kong. The financial statements of the subsidiary Company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this report. The Company has reported a Net Loss of HK$ 1,542,035.00 (previous year Profit of HK $ 1, 36,690) for the year ended 31st March, 2013.

Joint Venture in China

Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") is a joint venture Company in China, in which the Company holds 94% (after injecting capital of RMB 47 million) equity through its wholly owned subsidiary Company, Himadri Global Investment Limited (HGIL). HGIL has extended a loan of RMB 349.13 Lakhs as on 31st March, 2013. During the year 2012-13, the joint venture in China has reported a loss of RMB 171.61 Lakhs.

Windmills

During the year 2012-13, the performance of windmills at Dhule in Maharashtra remained satisfactory and wind energy of 37,93,845 kwh units has been generated as compared to 36,18,177 kwh units of wind energy in the previous year. The revenue generated by the windmills for 2012-13 is Rs. 165.29 Lakhs as compared to Rs. 152.00 Lakhs in previous year.

Consolidated financial statement

In accordance with Accounting Standards AS-21, AS-23 and AS-27, issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with Listing Agreement with stock exchanges, the Company has prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditor''s Report thereon forms part of the Annual Report.

Finance Working Capital The Company continued to enjoy the working capital facilities under multiple banking arrangements from various banks including State Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation (HSBC), DBS Bank, Citibank, Central Bank of India, Axis Bank, Yes Bank, Standard Chartered Bank and Union Bank of India. During the year, the Company has been sanctioned additional working capital of Rs. 25 Crores from IndusInd Bank. The Company has been regular in servicing these credit facilities.

Term Loan

During the year 2012-13, the rupee term loan from The Hong Kong and Shanghai Banking Corporation Limited (HSBC) aggregating to Rs. 75 Crores were fully re- paid and the charge / mortgage of these loans have been released and satisfied with the Registrar of the Company.

Capital Expenditure During 2012-13, there was an addition to capital expenditure aggregating to Rs. 15,961.58 Lakhs (including Capital work in-progress).

Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Bankey Lal Choudhary, Mr. Sushil Kumar Saraf and Mr. Basudeb Sen the directors of the Company will retire from the office by rotation, and being eligible, offer themselves for re-appointment. However, Mr. Basudeb Sen has expressed his unwillingness to be elected as Director of the Company at the ensuing Annual General Meeting of the Company. The Board has placed on record its warm appreciation for the valuable services rendered by Mr. Sen during his tenure as an Independent Director of the Company since August 2010.

Mr. Pavninder Singh was appointed as Additional Director on the Board with effect from 30th October, 2012. Mr Singh, as an Additional Director, will hold office upto the date of the forthcoming Annual General Meeting of the Company. The Company has received notice from a member under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. Singh, to be appointed as Director of the Company, at the subsequent Annual General Meeting of the Company. Accordingly, the resolution for appointment of

Mr. Singh has been included in the notice convening the Annual General Meeting of the Company.

During the year, Mr. Amit Chandra, the Nominee Director of Bain Capital India Investments, has resigned with effect from 25th October, 2012. The Board placed on record, deep sense of appreciation for his valuable contributions made during his tenure.

The terms of appointment of Mr. Bankey Lal Choudhary, Managing Director, has expired on 31st March, 2013. The Board has re-appointed him for a further period of three years with effect from 1st April, 2013, subject to the approval of members in ensuing Annual General Meeting. The particulars of these Directors seeking re-appointment are given in annexure to the notice.

Directors'' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

i) In the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The Directors have selected suitable 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 at the end of the financial year and of the profit or loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company''s assets and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts on a going-concern basis.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure "A" to the Directors'' Report.

Particulars of employees as per Section 217 of the Companies Act, 1956

Information in accordance with the

provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 (as amended vide GSR 289 (E) dated 31.03.2011) is not applicable, as none of the employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration in excess of the limit prescribed under these amended rules.

Public Deposit

During the year 2012-13, the Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Auditors

The statutory joint auditors M/s S. Jaykishan, Chartered Accountants and M/s B. S. R. & Co, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received necessary certificate from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not otherwise, disqualified within the meaning of sub-section (3) of Section 226 of the Companies Act, 1956 for such an appointment. The Auditors'' Report and notes on Accounts are self- explanatory and therefore do not call for any further explanation.

Corporate Governance

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on corporate governance practices adopted by the Company, together with a certificate from a practicing company secretary confirming compliance, is set out in the Annexure forming part of this report.

Management Discussion and Analysis

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Listing on Stock Exchanges

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

The Non-Convertible Debentures (NCD) issued by the Company aggregating Rs. 200 Crores continue to be listed at Bombay Stock Exchange Limited and the Company has been regular in remittance of listing fee to the exchange for such debentures.

Dematerialisation of Shares

There were 37,69,45,779 equity shares of the Company held by the shareholders in dematerialised form as on 31st March, 2013, representing 97.72% of the total paid-up capital of the Company. The Promoters'' shareholding has been fully dematerialised in terms of SEBI circular. The Company''s equity shares are compulsorily required to be traded in dematerialised form, therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Industrial Relations

During the year 2012-13, the employee relations scenario in all the works / units of the Company continued to be cordial. The management has adopted various measures for enhancing efficiency, competency and skills of individual employees through training and motivation. Occupational safety at workplace has been given utmost importance.

Acknowledgement

The Directors place on record, their deep appreciation for the continued support and cooperation extended to the Company by the various departments of Central and State Government, banks, other financial institutions, shareholders, debenture holders, various regulatory authorities, customers and employees of all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: 25 May 2013 Managing Director Executive Director


Mar 31, 2012

The performance of the Company for the financial year ended 31st March, 2012 is summarised below:

(Rs. in Lacs)

For the year ended For the year ended 31.03.2012 31.03.2011

Gross turnover 1,24,106.25 77,174.54

Other income 1,975.04 771.52

Total income 1,14,311.10 70,779-78

Operating profit 20,166.64 20,692.91

Interest and finance charges 7,572.28 3,027.84

Depreciation 4,440.55 3,324.82

Profit before tax 8,153.81 14,340.25

Provision for tax

Current Tax 6.63 2,071.51

Deferred tax 1,815.53 829.83

Profit after tax 6,331.65 11,438.91

Add: Surplus brought forward 29,807.70 20,817.10

Surplus available for appropriation 36,139.35 32,256.01

Appropriations

Transfer to General Reserve 1,500.00 1,500.00

Transfer to Debenture Redemption Reserve 500.00 500.00

Proposed Dividend 385.73 385.73

Corporate Dividend Tax 62.58 62.58

Balance carried to balance sheet 33,691.04 29,807.70

Dividend

Your Directors have recommended payment of dividend of Re 0.10 per share on 38,57,32,570 Equity Shares of Re 1/- each for the financial year 2011- 12, subject to approval of members at the ensuing annual general meeting. The total payout on account of dividend (including dividend tax) will be Rs. 448.31 Lacs. The dividend as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and intent to achieve optimal financing of plans through internal accruals.

Financial Performance

Total income of the Company for the year 2011-12 increased by 61.50% to Rs.1,14,311.10 Lacs from Rs.70,779-78 Lacs during the previous year. The EBIDTA for the year, excluding the effect of foreign exchange gain/loss was Rs. 22,459-60 Lacs as compared to Rs. 19,255.69 Lacs for the previous year. The net profit was down to Rs. 6,331.65 Lacs from Rs. 11,438.91 Lacs during the financial year 2011-12.

The net profit for the year declined mainly due to higher mark to market provision for foreign exchange fluctuation loss due to sharp depreciation of Rupee against US Dollar. The another reason for decline in the net profit was higher depreciation and finance costs.

Windmills

During the year 2011-12, the performance of Windmills at Dhule in Maharashtra remained satisfactory and it generated Wind Energy of 36,18,177 kwh units as compared to 32,01,432 kwh units of Wind Energy in previous year. The revenue generated of Rs.152.00 Lacs as compared to Rs. 129.59 Lacs in previous year.

Subsidiary / Joint Venture

Himadri Global Investment Ltd (WOS)

Himadri Global Investment Ltd is the Company's wholly-owned subsidiary. The financial statements of the subsidiary company, as required under Section 212 of the Companies Act, 1956, are attached herewith forming a part of this Report. The Company has reported a net income of H l< $ 1,36,690.28 (Previous year loss of Hl< $ 19,83,213) for the year ended 31st March, 2012.

Joint Venture in China

Shandong Dawn Himadri Chemical Industry Limited ("SDHCIL") is a joint venture company in China, in which the Company holds 94% equity through its' Wholly Owned Subsidiary Company Himadri Global Investment Limited.

During the year 2011-12, the Company has completed the process of setting up green field project through its' Joint venture for distillation of coal tar in Longkou, Shandong Province, China. The Plant has become commercially operational in the third quarter of financial year 2011-12.

Himadri Global Investment Limited (HGIL) has injected capital of RMB 47 Million to its subsidiary, SDHCIL making HGIL ownership of 94%. Additionally, HGIL invested an amount of RMB 31 Million in SDHCIL towards loan.

Consolidated financial statement

In accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India (ICAI) and in compliance with Listing Agreement with stock exchanges, the Company prepared consolidated financial statements. The Audited Consolidated Financial Statements along with the Auditor's Report thereon form part of the Annual Report.

Capacity Expansions

The Company has commenced the following projects during the current financial year.

Carbon Black

During the year 2011-12, the Company has successfully expanded the capacity of its' Carbon Black Project at Mahistikry by 140%.

Power Plant

During the year 2011-12 the Company has expanded the capacity of its' Power Plant based on waste heat gas generated during the process of manufacture of carbon black at Mahistikry, Dist Hooghly (W.B.) from 12 MW to 20 MW. The economic operations of Carbon Black Plant largely depend upon utilisation of its waste heat gas generated during the process of manufacture of Carbon Black.

Since the Company has expanded the capacity of its' Carbon Black Plant which has further necessitated to increase the corresponding capacity of its' Power Plant in order to make its' expansion in Carbon Black more economical, hence the Company has enhanced its capacity from existing 12 MW to 20 MW.

SNF

The Company during the year 2011-12, has commissioned the project at Mahistikry to manufacture "Sulfonated

Naphthalene Formaldehyde (SNF)"and thereby annual capacity of SNF has increased by 278%.

Advanced Carbon Material- SEZ Unit at Falta (West Bengal)

The Company has commenced during the year production of Advanced Carbon Material at SEZ Unit at Falta (West Bengal).

Coal Tar Pitch

The Company has started the expansion of its' existing Coal Tar distillation capacity at Mahistikry with a view to meet the additional requirements of feed stock by the Carbon Black after successful expansion of the Carbon Black Projects and to cater the additional demand of Coal Tar Pitch. The capacity of the Coal Tar distillation will be increased by 60% after completion of this expansion.

Finance

Working Capital

The Company continued to enjoy the working capital facilities under multiple banking arrangements from State Bank of India, ICICI Bank, The Hong Kong and Shanghai Banking Corporation Limited, DBS Bank Limited, Citibank N.A., Central Bank, Axis Bank Limited and Yes Bank Limited. During the year, the Company has been sanctioned additional working capital facilities from Standard Chartered Bank and Union Bank of

India. The Company has been regular in servicing these debts.

Credit Rating by CARE

The Company continued to enjoy credit rating from the Credit Analysis & Research Ltd (CARE) which has reaffirmed the rating of "CARE Al " (A One Plus) assigned for its' short term debts, which is considered to have very strong degree of safety regarding timely payment of financial obligations.

The CARE has re-affirmed the rating of "CARE AA-" assigned for long term facilities, which is considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.

The CARE has re-affirmed the rating of "CARE AA-" for Non Convertible Debentures, which is considered to be of high degree of safety regarding timely servicing of financial obligations.

Capital expenditure

During 2011-12, the Company incurred a capital expenditure of Rs. 26,562.31 Lacs (including Capital work in progress).

Directors

In accordance with the provisions of the Companies Act, 1956 Mr. Shyam Sundar Choudhary, Mr. Damodar Prasad Choudhary and Mr. Bhagwati Prasad Dhanuka, Directors of the company, will retire from the office by rotation, and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. The particulars of these Directors seeking re-appointment are given in annexure to the notice.

The Board has appointed Mr. Krishnava Dutt and Mr. Hardip Singh Mann as Additional Directors of the Company with effect from 14.11.2011. These Directors will hold office upto the date of the forthcoming Annual General Meeting (AGM) of the Company. The Company has received notice from members under Section 257 of the Companies Act, 1956, proposing the candidature for appointment of Mr. Dutt and Mr. Mann as Directors of the Company at the ensuing Annual General Meeting and accordingly the resolutions for appointment of Mr. Krishnava Dutt and Mr. Hardip Singh Mann has been included in the Notice convening the annual general meeting of the Company.

The terms of appointment of Mr. V. K. Choudhary- Whole-time Director has expired on 31st March, 2012. The Board has re-appointed him for the further period of five years with effect from 1st April, 2012, subject to the approval of members in ensuing Annual General Meeting.

Recognitions

The Company's Mahistikry Unit has been recognised by the Government of India, Ministry of

Science and Technology, Department of Scientific and Industrial Research, vide their Letter No: F. No. TU/ IV- RD/ 3148 / 2010 dated March 29, 2011 as In-House R & D Centre up to 31.03.2013.

Directors' Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

ii) the Directors have 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 at the end of the financial year and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Company's assets and for preventing and detecting fraud and other irregularities;

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

Conservation of energy, technology absorption and foreign exchange earning and outgo

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure "A" to the Directors' Report.

Particulars of employees as per Section 217 of the Companies Act, 1956

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975( as amended vide GSR 289 (E) dated 31.03.2011) are not applicable, as none of the employees, either employed throughout the financial year or part of the financial year, was in receipt of remuneration in excess of the limit prescribed under these amended rules.

Public deposit

During the year 2011-12, your Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

Auditors

M/s S. Jaykishan, Chartered Accountants and M/s B S R & Co, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company for the financial year 2012-13. The Company has received special notice from a member under section 225 of the Companies Act, 1956 proposing the name of M/s B S R & Co, Chartered Accountants to be appointed as the Joint Auditors of the Company along with the retiring Auditors M/s S. Jaykishan, Chartered Accountants from the conclusion of this annual general meeting until the conclusion of the next annual general meeting. M/s B S R & Co, Chartered Accountants and the retiring Auditors have been duly informed with a copy of the said notice.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices adopted by the Company together with a certificate from the Company's Auditors' confirming compliance, is set out in the Annexure forming part of this Report.

Management discussion and analysis

A separate report on Management Discussion and Analysis, as required under the Listing Agreements with the stock exchanges is annexed hereto forming part of this report.

Listing on stock exchanges

The Equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE), and The National Stock Exchange of India Limited (NSE). The Company has remitted the Listing Fee to these Stock Exchanges, up to date.

Dematerialisation of shares

There were 37,66,57,399 equity shares of the Company held by the shareholders in dematerialised form as on 31st March, 2012, representing 97.647% of the total paid-up capital of the Company. The Promoters' shareholding has been fully dematerialised in terms of SEBI Circular. The Company's equity shares are compulsorily required to be traded in dematerialised Form, therefore, members are advised to expedite the process of converting the physical shareholding into dematerialised form through their D/P(s).

Industrial Relations

The industrial relations at all the works/ units of the Company continued to be cordial during the year 2011-12. The management, with a view to build a strong and efficient human capital in the Company, endeavors to provide excellent work environment and full motivation to every employee. The company has adopted various measures to enhance efficiency, competency and skills of individual employees through training programmes and motivation.

Acknowledgement

Your Directors are thankful to the various Central and State Government Departments & Agencies for their continued support and cooperation. Your Directors are also grateful to various stakeholders, i.e. customers, members, bankers, dealers, vendors, shareholders financial institutions including Life Insurance Corporation of India and other business partners for their excellent support extended to the Company during the whole of the year.

Your directors also wish to convey their gratitude to the foreign investors and shareholders for their confidence reposed by them in the Company. We Directors recognise and appreciate the hard work and efforts put in by all the employees of the Company for their contribution towards growth and development of the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata B.L. Choudhary S.S. Choudhary

Date: May 15,2012 Managing Director Executive Director

 
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