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Directors Report of IVP Ltd.

Mar 31, 2015

The Members

The Directors have pleasure in presenting to you the 86th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2015.

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

FINANCIAL RESULTS:

Sales and other income 16484 14750

Profit before depreciation 1169 538

Less: Depreciation 123 120

Profit after depreciation but before tax 1046 418

Less: Tax provision 321 148

Deferred Tax 32 24

Profit for the year after tax 693 246

Add: Opening balance of Profit and Loss Account 772 667

PROFIT BEFORE APPROPRIATIONS 1465 913

APPROPRIATIONS:

Transfer to General Reserve 52 20

Proposed Dividend 206 103

Corporate Dividend Tax 42 18

Balance in Profit & Loss Account Carried to Balance Sheet 1165 772

1465 913

PERFORMANCE FOR THE YEAR:

Revenue for the year increased by 11.76% over the previous year. The Company achieved a turnover of Rs. 164.84 Crores during the current year as against Rs. 147.50 Crores during the previous year. The Company's performance has been discussed in detail in the "Management Discussion and Analysis which forms a part of this report.

DIVIDEND:

The Directors have recommended payment of Dividend of Rs.2/- per share. The dividend, if approved by the Members will be paid to all the eligible Members.

TRANSFER TO RESERVES:

An amount of Rs 52 lakhs has been transferred to General Reserves from the current year's profit.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement.

A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the Company M/s. Bansi S. Mehta & Co., Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

DIRECTORS:

Confirmation of Appointment:

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Ms.Nina D. Kapadia, Mr. Rajesh H. Asher, Mr. Sajid M.Fazalbhoy and Mr Vishal Pandit were appointed as Additional Directors of the Company. They shall hold office up to the date of the forthcoming 86th Annual General Meeting(AGM) of the Company. Their appointment is required to be confirmed by the Members at the AGM.

The Board recommends their appointment.

Appointment of Independent Directors:

Your Directors state that Ms.Nina D. Kapadia, proposed to be appointed as an Independent Director possesses appropriate skills, expertise and knowledge and is qualified for appointment as an Independent Director.

Your Directors state that Mr. Sajid M. Fazalbhoy, proposed to be appointed as an Independent Director possesses appropriate skills, expertise and knowledge and is qualified for appointment as an Independent Director.

Your Directors recommend the appointment of Ms.Nina D. Kapadia and Mr. Sajid M.Fazalbhoy as Independent Directors as proposed in the notice of the AGM.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Cessation of Directors:

Mr. R.R.Kumar, Director of the Company has resigned from the Directorship of the Company on 9th June, 2014 on health ground. Mr. Shiraz A.R. Allana, Director of the Company has resigned from the Directorship of the Company w.e.f. 13th November, 2014 due to his global business commitments. Mr. S.B.Jijina passed away on 29th April, 2015. Mr. T.K.Gowrishankar, who retires by rotation at the ensuing AGM has not offered himself for re - appointment. The vacancy caused by his non reappointment is not proposed to be filled.

Your Directors places on record the valuable contribution made by these Directors to the Company's business and governance. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and are operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in the notes to the Accounts and are self - explanatory.

AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Bansi S. Mehta & Co., Chartered Accountants, appointment is proposed to be ratified by the Members at the forthcoming Annual General Meeting of the Company.

Your Directors recommend the ratification of the appointment of Auditors at the forthcoming AGM.

ii) Cost Auditors:

Mr. Manish B. Shukla, Cost Accountant, was appointed by the Board of Directors as the Cost Auditor for auditing the cost accounts of your Company for the year ended 31st March, 2015. The Cost Audit Report for the year 2013 - 14 has been filed under XBRL mode within the due date of filing.

Mr. Manish B. Shukla Cost Accountant, has been appointed as Cost Auditor for auditing the cost accounts of your Company for the year ended 31st March, 2016 by the Board of Directors. The remuneration as fixed by the Board of Directors is required to be ratified by Members at the forthcoming AGM of the Company.

Your Directors recommend the ratification of the Cost Auditors remuneration at the forthcoming Annual General Meeting.

iii) Secretarial Auditors:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is given in the Annexure - A to this report.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure - B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of 2 Non - Executive and Independent Directors, 1 Non - Executive non Independent Director and 1 Executive Director. During the year, the Company introduced a CSR policy emphasising its focus on inclusive growth, social and economic development, complement and support the development priorities on local communities, prioritising local needs in the area of health, environment, education and livelihood. Detailed policy is available on our website www.ivpindia.com. During the year, Rupees 11.44 Lakhs was incurred on account of expenditure towards CSR. The report on CSR activities is given in the Annexure - C to this report.

VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ivpindia.com.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC - 2 is given in the Annexure - D to this report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy is available on the website of the Company at www.ivpindia.com.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is given in the Annexure - E to this report.

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is given in the Annexure - F to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The information on Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 is not applicable as no such Loans, Guarantees have been given or Investments made by the Company.

FIXED DEPOSITS:

The Company has not accepted any deposits to which the provisions of section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 apply.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company. The Company policy on risk management is provided elsewhere in the Annual Report in the Management Discussion and Analysis.

INSURANCE:

All assets of the Company are adequately insured.

LABOUR RELATIONS:

Labour relations continued to be cordial and satisfactory during the year.

SEXUAL HARRASMENT AT WORK PLACE:

During the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support received from Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.

By Order of the Board of Directors

Dated: 27th May, 2015. Rajesh H. Asher Registered Office: Chairman

Shashikant N. Redij Marg, Ghorupdeo, Mumbai - 400 033. CIN:L74999MH1929PLC001503 Tel.: 022-6456 2352/55 Fax: 022-2371 9633 Email: ivpsecretarial@allana.com Website: www.ivpindia.com


Mar 31, 2014

The Members

The Directors have pleasure in presenting to you the 85th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2014.

(Rupees in lakhs) (Rupees in lakhs)

I. FINANCIAL RESULTS : 2013-2014 2012-2013

Sales and other income 14750 15195

Profit before depreciation 538 657

Less : Depreciation 120 115

Profit after depreciation but before tax 418 542

Less: Tax Provision 148 130

Deferred Tax 24 22

Profit for the year after tax 246 369

Add : Opening balance of Profit and Loss Account 667 507

PROFIT BEFORE APPROPRIATIONS 913 876

APPROPRIATIONS:

Transfer to General Reserve 20 28

Proposed Dividend 103 155

Corporate Dividend Tax 18 26

Balance in Profit & Loss Account 772 667

Carried to Balance Sheet 913 876

II. PERFORMANCE FOR THE YEAR:

Revenue for the year declined by 2.93% over the previous year to Rs.14750 lacs. Demand for foundry chemicals was impacted on account of the challenging economic environment and slowdown in automobile and steel sector, which impacted casting industry. The Company''s performance has been discussed in detail in Management Discussion and Analysis.

III. DIVIDEND:

The Directors have recommended payment of Dividend of Re.1 per share. The dividend, if approved by the Members will be paid to all the eligible Members.

IV. INSURANCE:

All assets of the Company are adequately insured.

V. FIXED DEPOSITS:

The Company does not have any deposits to which provisions of section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 apply.

VI. LABOUR RELATIONS:

Labour relations continued to be cordial and satisfactory during the year.

VII. CORPORATE GOVERNANCE:

Corporate Governance is corner stone of your Company''s philosophy for the Board and Executive Management. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges a Compliance Report on Corporate Governance is annexed as part of the Annual Report.

VIII. CORPORATE SOCIAL RESPONSIBILITY:

During this year, Directors have constituted the Corporate Social Responsibility Committee, comprising of Mr. Amin H. Manekia as the Chairman, Mr. T. K. Gowrishankar and Mr. Deendayal Vyas as members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

IX. DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. T. K. Gowrishankar, a non-independant, non-executive director will retire by rotation and being eligible, offers himself for reappointment. The Board recommends his reappointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. S. B. Jijina, Mr. R. R. Kumar and Mr. Amin H. Manekia as Independent Directors of the Company.

As per section 149(4) of the Companies Act 2013 (Act), which came into force from April1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. Sub Section (10) of Section 149 of the Act, provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-Section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-Section (13) states that the provisions of retirement by rotation as defined in Sub-Section (6) & (7) of Section 152 of the Act shall not apply to such independent directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Board recommends their appointment.

The Board of Directors at their meeting held on February 12, 2014 have reappointed Mr. Deendayal Vyas as a Whole time Director, designated as Executive Director and President for a further period of three years from April 1, 2014 to March 31, 2017.

The Board recommends the reappointment of Mr. Deendayal Vyas. A special resolution has been proposed to be passed by the members at the forthcoming annual general meeting. Members are requested to pass the resolution.

X. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm to the best of their knowledge that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, and that there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,

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

XI. AUDITORS:

The Audit firm, B. S. Mehta & Co. / Bansi S Mehta & Co., have been functioning as the statutory auditors of the Company from the financial year 2008-09 and have thus completed six consecutive years up to 2013-14.

In terms of S.139 of the Companies, 2013, brought into force from April 1,2014, an audit firm already functioning can be appointed only for the balance number of years out of total period of 10 years. (two consecutive terms of five years). Accordingly, Bansi S Mehta & Co. having furnished the prescribed certificate under Rules of the Companies (Audit and Auditors) Rules, 2014 stating that they are eligible have offered themselves for re-appointment to conduct the statutory audit of the Company for a period of four years from April 1, 2014 to March 31, 2018 and if appointed will hold office till the holding of the Annual General Meeting in 2018. In accordance with the provision of Section 139 of the Companies Act, 2013, this appointment is subject to ratification by the members at each Annual General Meeting during the tenure of the appointment.

XII. COST AUDIT:

The Central Government under section 233B (1) of the Companies Act, 1956 ordered, inter alia, cost audit of cost accounting records of all companies manufacturing organic and inorganic chemicals. Accordingly, the Board of Directors appointed Mr. Hemant V. Shah, Cost Accountant, to carry out the audit of cost records of the Company''s manufacturing units for the year 2013-14, in respect of manufacture of Foundry Chemicals Products.

In pursuance of Section 148 of the Companies Act, 2013, the Board of Directors have, on the recommendation of the Audit Committee, reappointed Mr. Hemant V. Shah, auditors for conducting the cost audit for the year 2014-15.

The Company has received a letter from him to the effect that his appointment , if made, would be within the prescribed limit under Section 141(3) (g) of the Companies Act, 2013.

XIII. STATUTORY INFORMATION:

Information setting out the particulars of Energy, Technology Absorption, Foreign Exchange earnings and outgo 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 the Annexure-I, forming part of the Report.

Particulars of the Employees

In terms of the provisions of Sections 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure-II, forming part of the Report.

XIV. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support received from Financial Institutions/ Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the dedication shown by the employees of the Company at all levels.

By Order of the Board of Directors Dated: 20th May, 2014.

Registered Office:

Shashikant N. Redij Marg,

Ghorupdeo, SHIRAZ A. R. ALLANA

Mumbai-400 033. Chairman

Website: www.ivpindia.com

CIN:L74999MH1929PLC001503


Mar 31, 2013

To The Members

The Directors have pleasure in presenting to you the 84th Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2013.

(Rupees in lakhs) (Rupees in lakhs) I. FINANCIAL RESULTS : 2012-2013 2011-2012

Sales and other income 15195 15470

Profit before depreciation 657 891

Less : Depreciation 115 114

Profit after depreciation 542 777

Less: Exceptional Items 21

Net Profit before Tax 521 777

Less: Tax Provision 130 159

Deferred Tax 22 14

Profit for the year after tax 369 604

Add : Opening balance of Profit and Loss Account 507 111.3

PROFIT BEFORE APPROPRIATIONS 876 722

APPROPRIATIONS:

Transfer to General Reserve 28 35

Proposed Dividend 155 155

Corporate Dividend Tax 26 25

Balance in Profit & Loss Account 667 507

Carried to Balance Sheet 876 722

II. PERFORMANCE FOR THE YEAR:

During the year the Company achieved revenue of Rs.151.95 crores (net of Excise Duties), as against Rs.154.70 crores during the previous year, despite recessionary situations.

Despite maintaining the sales, the volatility in prices of major raw materials adversely effected margins resulting in lower profits. The profit before depreciation was Rs.6.57 crores as against Rs.8.91 crores in the previous year and the profit after tax and all other adjustments was at Rs.3.69 crores for the year as against Rs.6.04 crores in the previous year.

Realizations of storage and warehousing charges from the Reay Road unit have helped to ease the burden of its establishment cost including depreciation.

Keeping in view the performance and after consideration of other relevant factors, the Directors are pleased to recommend dividend @ 15% or Rs.1.50 per share for the year, same as in the previous year.

III. INSURANCE:

All fixed assets of the Company are adequately insured. Periodical Risk Assessment and adequate insurance coverage of Company''s valuable assets exposed to various kinds of risks is a regular, necessary and desirable exercise undertaken by the Executive Management and regularly reported to the Board of Directors.

IV. FIXED DEPOSITS:

The Company does not have any deposits to which provisions of section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 apply.

V. CORPORATE GOVERNANCE:

Corporate Governance is corner stone of your Company''s philosophy for the Board and Executive Management. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges a Compliance Report on Corporate Governance is annexed as part of the Annual Report.

VI. DIRECTORATE:

In accordance with the Articles of Association of the Company, Mr.Amin H. Manekia and Mr. Shiraz A. R. Allana retire by rotation and being eligible offer themselves for re-appointment.

The Board recommend their re-appointment.

The Board of Directors at their meeting held on 18th March, 2013 have appointed Mr. D.D.Vyas as an additional director as also Whole time Director, designated as Executive Director and President from 1st April, 2013 . The Company has received Notice under section 257 of the Companies Act, 1956 proposing his appointment as a Director, not subject, to retirement by rotation.

The Board recommend the appointment of Mr. D.D. Vyas.

A special resolution has been proposed to be passed by the members at the forthcoming annual general meeting. Members are requested to pass the resolution.

Mr. M.S.I. Lakdawala, Whole time Director and Company Secretary retired as a Whole time Director of the Company from 31st March, 2013 and also consequently vacated the office of director of the Company. The Board of Directors would like to place on record their appreciation of the services rendered by Mr. M.S.I.Lakdawala during his association with the Company as director since 26th April, 2005.

VII. ALLANA GROUP:

The Board of Directors place on record their appreciation of the advice, guidance and support from the Allana Group in general and Mr. S.N.Bhatri, Corporate Representative, nominated by the Group Management to overview the financial aspects of the business of the Company, in particular.

Your Company takes pride and considers itself fortunate to be a part of the Allana Group, one of the major business conglomerates amongst family owned business houses in India.

VIII. STAFF:

The following members of the staff and workers have retired/expired during the year under review after long and loyal service with the Company:

Total service Sr. No. Name of Employee Location Remarks (years)

1 S.R Kothari 28 Head Office Retired

2 M.S.I. Lakdawala 8 Head Office Retired

3. ST. Parikh 13 Head Office Retired

4 R.V.Choudhary 22 Tarapur Retired

5 Ajit G Patel 29 Tarapur Retired

6 Mohd. Taj 34 Jamshedpur Retired

7 S.M.Baskey 38 Jamshedpur Retired

8 Bharat Ram 37 Jamshedpur Retired

9 Rakho Hari Lohar 34 Jamshedpur Retired

10. G.Ravi Prakash 13 Bangalore Retired

IX. CLOSURE OF GOLMURI UNIT:

During the year the foundry chemical unit situated at Golmuri, Jamshedpur was closed down. The unviable unit was suffering losses and was impacting the Company''s over all performance. The products manufactured at this unit are now manufactured at Tarapur unit. Though the Company has taken a one time hit of about Rs. 21 lacs on the closure of the unit, the closure was fully supported by the workers and its union which is a matter of appreciation for the Company''s workmen friendly policy.

X. LABOUR RELATIONS:

Labour Relations continued to be cordial and satisfactory during the year.

XI. AUDITORS:

The Auditors, M/s. Bansi S Mehta & Co., retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

XII. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm to the best of their knowledge that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, and that there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,

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

XIII. COST AUDIT:

The Central Government under section 233B (1) of the Companies Act, 1956 has ordered, inter alia, cost audit of cost accounting records of all companies manufacturing organic and inorganic chemicals. Accordingly the Board of Directors have appointed Mr. Hemant V. Shah, Cost Accountant, Mumbai to carry out the audit of cost records of the Company''s manufacturing units for the year 2013-14, in respect of manufacture of Foundry Chemicals Products. Certificate from Auditor has been received to the effect that his appointment is within the limit prescribed under section 224(1 B) of the Companies Act, 1956.

XIV. STATUTORY INFORMATION:

Information setting out the particulars of Energy, Technology Absorption, Foreign Exchange earnings and outgo 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 the Annexure forming part of the Report.

XV. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support received from Financial Institutions/ Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the devotion shown by the employees of the Company at all levels.

By Order of the Board of Directors

Dated: 30th May, 2013.

Registered Office:

Shashikant N. Redij Marg,

Ghorupdeo, SHIRAZ A. R. ALLANA

Mumbai-400 033. Chairman


Mar 31, 2012

The Directors have pleasure in presenting to you the 83rd Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2012.

(Rupees in lakhs) (Rupees in lakhs)

I. FINANCIAL RESULTS : 2011-2012 2010-2011

Sales and other income 15455 13019

Gross Profit before depreciation and exceptional item 891 793

Less : Depreciation 114 108

Profit after depreciation but before exceptional item 777 685

Less: Tax Provision 159 46

Deferred Tax 14 (4)

Profit after tax but before exceptional item 604 643

Less: Exceptional item - 325

Profit for the year after exceptional item 604 318

Add : Opening balance of Profit and Loss Account 118 -

PROFIT BEFORE APPROPRIATIONS 722 318 APPROPRIATIONS:

Transfer to General Reserve 35 20

Proposed Dividend (as the Board of Directors may decide) 155 155

Corporate Dividend Tax 25 25

Balance in Profit & Loss Account 507 118

Carried to Balance Sheet _ _ 722 318

II. PERFORMANCE FOR THE YEAR:

During the year the Company achieved revenue of Rs.154.55crores (net of Excise Duties), as against Rs.130.19 crores during the previous year, a stable and encouraging growth of 19%. The volume growth in sales was to the extent of a healthy 14%.

The profit after tax and all other adjustments stands at Rs.6.04 crores as against Rs.3.18 crores in the previous year. During the previous year an exceptional amount of Rs.3.25 crores was paid to temporary workers of Reay Road factory towards settlement of legal dispute As reported last year, Reay Road Factory has already started earning rentals for use of storage facilities that has contributed in substantial reduction of standing charges.

Keeping in view the performance and after consideration of the other relevant factors, the Directors are pleased to recommend dividend @ 15% or Re 1.50 per share for 2011-12 same as that paid for last year.

Ill INSURANCE:

All fixed assets of the Company are adequately insured. Periodical Risk Assessment and adequate insurance coverage of Company's valuable assets exposed to various kinds of risks is a regular, necessary and desirable exercise undertaken by the Executive Management and regularly reported to the Board of Directors.

IV. FIXED DEPOSITS:

The Company does not have any deposits to which provisions of section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 apply.

V. CORPORATE GOVERNANCE:

Corporate Governance is corner stone of your Company's philosophy for the Board and Executive Management. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges a Compliance Report on Corporate Governance is annexed as part of the Annual Report.

VI. DIRECTORATE:

In accordance with the Articles of Association of the Company, Mr.R.R.Kumar and Mr. S.B. Jijina retire by rotation and being eligible offer themselves for re-appointment.

The Board of Directors have recommended for Shareholders approval payment of commission to Directors other than the Whole-time Director, as per Special Resolution at item 6 of the Notice with Explanatory Statement as per Section 173(2) of the Companies Act, 1956.

VII ALLANA GROUP:

The Board of Directors place on record their appreciation of the advice, guidance and logistic support from the Allana Group in general and Mr. S.N.Bhatri, Corporate Representative, nominated by the Group Management to overview the financial aspects of the business of the Company, in particular..

Your Company takes pride and considers itself fortunate to be a part of the Allana Groups one of the major business conglomerates amongst family owned business houses in India.

VIII SHIFTING OF CORPORATE OFFICE TO REGISTERED OFFICE:

The Corporate Office which was at Sidhwa House, N.A.Sawant Marg, Colaba, Mumbai - 400 005 has been operating from the address of Registered Office itself, since October 2010. All the statutory records are now available at the Registered Office at Shashikant Narayan Redij Marg, Ghorupdeo, Mumbai 400 033.

IX. STAFF:

The following members of the staff and workers have retired/expired during the year under review after long and loyal service with the Company.

Sr. No. Name of Employee Total service Location Remarks (years)

1. Rabindranath S Pramanik 19 Head Office Expired

2. L. Shankar 24 Bangalore Expired

3. Shambhu Prasad Singh 18 Tarapur Retired

4. L.R Sinha 36 Jamshedpur Retired

5. S.J. Topno 36 Jamshedpur Retired

6. J.Y. Chorge 27 Tarapur Retired

7. Ramesh Chandra Barik 31 Bangalore Retired

X. LABOUR RELATIONS:

Labour Relations continued to be cordial and satisfactory during the year.

XI. AUDITORS:

The Auditors, M/s. Bansi S Mehta & Co. retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

XII. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm to the best of their knowledge that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, and that there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,

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

XIII. COST AUDIT:

The Central Government under section 233B (1) of the Companies Act, 1956 has ordered, inter alia, cost audit of cost accounting records of all companies manufacturing organic and inorganic chemicals. Accordingly the Board of Directors have appointed Mr. Hemant V Shah, Cost Accountant, Mumbai to carry out the audit of cost records of the Company's manufacturing units for the year 2012-13, in respect of manufacture of Foundry Chemicals Products. Certificate from Auditor has been received to the effect that his appointment is within the limit prescribed under section 224(1 B) of the Companies Act, 1956.

XIV. STATUTORY INFORMATION:

Information setting out the particulars of Energy, Technology Absorption, Foreign Exchange earnings and outgo 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 the Annexure forming part of the Report.

XV. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support received from Financial Institutions/ Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the devotion shown by the employees of the Company at all levels.

By Order of the Board of Directors

Dated: 21st May, 2012.

Registered Office:

Shashikant N. Redij Marg,

Ghorupdeo, SHIRAZ.A. R. ALLANA

Mumbai-400 033. Chairman


Mar 31, 2011

The Members

The Directors have pleasure in presenting to you the 82nd Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2011.

(Rupees in lakhs) (Rupees in lakhs)

I. FINANCIAL RESULTS : 2010-2011 2009-2010

Sales and other income 13015 7774

Gross Profit before depreciation & exceptional item 809 569

Less : Depreciation 108 103 Profit after depreciation 701 466

Less: Tax Provision 62 13

Deferred Tax (4) (100)

Profit after tax but before exceptional item 643 553

Less Exceptional item 325 715 (Refer note 3 Schedule 'K' to Accounts)

Profit (Loss) after exceptional item 318 (162)

Add : Opening balance of Profit and Loss Account - 247

: Transfer from General Reserve - 36

PROFIT BEFORE APPROPRIATIONS 318 121

APPROPRIATIONS :

Transfer to General Reserve 20 -

Proposed Dividend 155 103

Corporate Dividend Tax 25 18

Balance in Profit & Loss Account 118 -

Transferred to Reserve 318 121

II. PERFORMANCE FOR THE YEAR :

During the year the Company achieved revenue of Rs. 130.15 crores (net of Excise Duties), as against Rs 77.74 crores during the previous year, an encouraging growth of 67%. This growth in sales was mainly on account of growth in sales volume to the extent of 31% and the balance on account of higher realisation.

The profit after tax but before exceptional item is Rs.6.43 crores as against Rs. 5.53 crores in the previous year. During the year under review an exceptional amount of Rs.3.25 crores was paid to temporary workers of Reay Road factory towards settlement of legal dispute. In the previous year an exceptional amount of Rs.7.15 crores was paid to permanent workers of the factory for withdrawal of all pending litigations. After taking into account the exceptional payments, the end result is a profit of Rs.3.18 crores in this year against a loss of Rs.1.62 crores in the previous year.

As reported last year, your Directors consider this as a onetime exceptional situation and are hopeful that the cost incurred on settlement with the workers will be more than made good in the coming years by putting to profitable use the facilities and assets available at the Reay Road factory. Towards the last quarter of the year, Reay Road Factory has already started contributing by way of rentals for use of storage facilities that has helped to cause reduction in standing charges.

In view of much improved performance and the facts and circumstances as discussed above, the Directors are pleased to recommend dividend @ 15% or Re 1.50 per share compared to 10% o Re.1/- per share paid last year.

III INSURANCE:

All fixed assets of the Company are adequately insured. Periodical Risk Assessment and adequate insurance coverage of Company's valuable assets exposed to various kinds of risks is a regular, necessary and desirable exercise undertaken by the Executive Management and regularly reported to the Board of Directors.

IV. FIXED DEPOSITS:

The Company does not have any deposits to which provisions of section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975 apply.

V. CORPORATE GOVERNANCE:

Corporate Governance is corner stone of your Company's philosophy for the Board and Executive Management. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges a Compliance Report on Corporate Governance is annexed as part of the Annual Report.

VI. DIRECTORATE:

Mr. M.S.I. Lakdawala whose tenure as Whole-time Director expired on 25th April, 2011 is recommended for reappointment for the further period up to 31st March 2014, with revised remuneration to be made applicable from 1st April 2011 to 31st March 2014 to coincide with financial year.

In accordance with the Articles of Association of the Company, Mr.Shiraz A R Allana and Mr. T.K.Gowrishankar retire by rotation and being eligible offer themselves for re-appointment.

VII ALLANA GROUP:

The Board of Directors place on record their appreciation of the advice, guidance and logistic support from the Allana Group in general and Mr. S.N.Bhatri, Corporate Representative, nominated by the Group Management to overview the financial aspects of the business of the Company, in particular..

Your Company takes pride and considers itself fortunate to be a part of the Allana Groups one of the major business conglomerates amongst family owned business houses in India.

VIII. UTILISATION OF FACILITIES AT REAY ROAD:

Manufacture of Oils and Fats at Company's Reay Road factory has been discontinued since May, 2006. All pending labour disputes with workers having been settled, the Company is now able to put to productive use the oil storage facilities and godown storage spaces generating revenues that have already started contributing towards the standing charges of the closed factory. In the current year, with full year of utilization, Reay Road is expected to make positive contribution to Company's performance.

IX SHIFTING OF CORPORATE OFFICE TO REGISTERED OFFICE:

The Corporate Office which was at Sidhwa House, N.A.Sawant Marg, Colaba, Mumbai - 400 005 has been operating now from the address of Registered Office itself. All the statutory records are now available at the Registered Office at Shashikant Narayan Redij Marg, Ghorupdeo, Mumbai 400 033.

X. STAFF:

The following members of the staff and workers have retired/expired during the year under review after long and loyal service with the Company.

Sr. No. Name of Employees Total Service Location Remarks

1 Shami Ahmad 15 Golmuri Retired

2 B.B. Kumar 36 Golmuri Retired

3. Nek Ram 31 Chandigarh Retired

4. V.N.Ekambaram 33 Bangalore Expired

5. M.Ulaganathan 33 Bangalore Retired

6. Mohamed Abbas 26 Secunderabad Retired

7. Jagannath Barik 34 Bangalore Retired

XI. LABOUR RELATIONS:

Labour Relations continued to be satisfactory during the year.

During the year the Company signed in a very cordial manner a Memorandum of Settlement with Mumbai

Labour Union in respect of the workers at Company's Foundry Chemicals plant at Tarapur cumulatively for the back period of two years from 1st May 2008 to 30th April 2010 and for a four year period from 1st May 2010 to 30th April 2014.

The Agreement with IVP Sramik Sangh in respect of workers at Company's Foundry Chemicals plant at Golmuri, Jamshedpur, has expired on 31st December, 2010 and the negotiation for reaching agreement for new terms of payment is yet to be commenced.

The Agreement with workers at Company's Foundry Coatings plant at Bangalore is valid till 31st December, 2012.

The Company also have a small team of Mathadi Workers at its Tarapur factory in accordance with Maharashtra Hamal and other Manual Workers (Regulation of Employment and Welfare) Act, 1969.

Please refer note no.3(a)(b) regarding payment of Rs.3.25 crores made to Temporary Workers of the Reay Road factory by way of settlement of all pending disputes and upon withdrawal of all litigations.

XII. AUDITORS:

The Auditors, M/s. Bansi S Mehta & Co. retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Certificate from Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

XIII. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm to the best of their knowledge that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, and that there are no material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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 to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,

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

XIV. COST RECORDS/AUDITS:

In view of discontinuance of manufacturing operations of Oils and Fats, there is no requirement of maintenance of cost records and cost audit applicable to that product category.

XV. STATUTORY INFORMATION:

Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, read with Companies (Particulars of Employees), Rules 1975, and forming part of the Directors' Report is given in Annexure 1 to this Report. The employee listed in Annexure 1 is neither a relative of any Director of the Company nor holds (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

Information setting out the particulars of Energy, Technology Absorption, Foreign Exchange earnings and outgo 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 the Annexure II forming part of the Report.

XVI. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation of the continuous support received from Financial Institutions/Banks, Central/State Government Departments. The Directors would also like to record their appreciation for the devotion shown by the employees of the Company at all levels.

By order of the Board of Directors

SHIRAZ. A.R. ALLANA Chairman

Dated : 26th May, 2011

Registered Office : Shashikant N. Redij Marg, Ghorupdeo, Mumbai - 400 033.

 
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