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Directors Report of JBF Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty-Second Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS [Rs. in crores] Particulars Year ended on Year ended 31/3/2014 on 31/3/2013 [Audited] [Audited]

Total Revenue 4,846.58 4,576.18 Profit before Depreciation, exceptional Item & Tax 178.23 187.75 Less : Depreciation 112.22 100.66 Less : exceptional Item 36.71 - Profit before Tax 29.30 87.09 Less : Provision for Current Taxation 7.22 19.33 Less : MAT Credit Entitlement (7.22) (19.33) Less : Provision for Deferred Tax 14.28 35.59 Net Profit for the year 15.02 51.50 Less : Prior period Adjustments 0.03 0.02 Net Profit for the year 14.99 51.48 Profit brought forward from previous year 384.51 350.13 Surplus available for appropriations 399.50 401.61 Less : Transfer to General Reserve 1.15 5.20 Less : Transfer (from)/ to Debenture Redemption (3.17) 0.61 Reserve Less : Short/ (excess) Provision of Dividend in (0.73) 0.17 Previous Year Less : Short/ (excess) Provision of Dividend (0.12) 0.03 Distribution Tax Less : Proposed Dividend on Preference Shares 2.81 2.22 Less : Proposed Dividend on Equity Shares 13.06 7.26 Less : Dividend Distribution Tax on Proposed Dividend 2.70 1.61 Balance of Profit carried to Balance Sheet 383.80 384.51

DIVIDEND

As per the terms and conditions of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 1 1395709 Cumulative Redeemable Preference Shares of Rs. 100 each till 25th March, 2014.

As per the terms and condition of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 75709 Cumulative Redeemable Preference Shares of Rs.100 each from 26th March, 2014 and @ 20% per annum to Preference Shareholders holding 1415000 Cumulative Redeemable Preference Shares of Rs.100 each from 26th March, 2014.

The Board of Directors has recommended dividend of Rs. 2/- (Rupees Two only) per share (@ 20%) on equity shares. Dividend will be paid to eligible equity shareholders if approved by members at the Annual General Meeting.

DIRECTORS

Mr. Baldevraj Hansraj Gupta, was appointed on 10th April, 2014, as Additional Independent Director, to hold the office till the date of this Annual General Meeting, will be appointed as a Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting. Mr. Prakash Vasantlal Mehta, was appointed on 10th April, 2014, as an Additional Non-Executive Director, to hold the office till the date of this Annual General Meeting, will be appointed as a Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting.

Mr. Brij Mohan Bansal, was appointed on 27th May, 2014, as an Additional Independent Director, to hold the office till the date this Annual General Meeting, will be appointed as an Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting.

Mrs. Veena Arya, is retiring by rotation and being eligible, offer herself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors'' Report and is annexed hereto.

PERFORMANCE

Net sales of the Company increased from Rs. 4,504.09 Crores in 2012-13 to Rs. 4,784.71 Crores in 2013-14, reflecting an increase of 6.23%.

Profit before Tax of the Company decreased from Rs. 87.09 Crores in 2012-13 to Rs. 29.30 Crores in 2013-14.

Net Profit of the Company decreased from Rs. 51.48 Crores in 2012-13 to Rs. 14.99 Crores in 2013-14.

ISSUE OF EQUITY SHARES

During the year, Compensation Committee met 5 times to consider the exercise of options and issue of equity shares granted under Employees Stock Option Scheme to employees and directors. During the year 191611 options were exercised by the Directors & employees and equal number of equity shares were allotted and issued. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "ANNEXURE B" to the Directors Report.

BUY-BACK OF SHARES

During the year, Company has bought back Seventy Five Lacs equity shares of Rs.10/- each at an average price of Rs. 97.64 per equity shares through the methodology of "Open Market Purchases through Stock Exchanges". Share capital after issue of equity shares under ESOS Scheme and buyback of equity shares is Rs. 65,32,48,470.

ISUE OF CUMULATIVE REDEEMABLE PREFERENCE SHARES

Bank of India (BOI) had approved line of credit to fund losses incurred by the Company on account of derivative transaction of the Company with BOI to hedge ECB Loan.

As a part of the credit line the Company had issued 11395709 - 2.5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each, in different tranches aggregating to Rs. 113,95,70,900, to be redeemed in three instalments.

The Board of Directors of the Company (the "Board") had proposed the redemption of the existing 11320000 - 2.5% CRPS in Exchange of 1415000 - 20% CRPS of Rs. 100/- each at premium of Rs. 700/- per CRPS, to be redeemed on the same date of redemption as of old CRPS.

The Preference Shareholders approved the said proposal by passing resolution in their meeting held on 26th March, 2014, which was also accepted by the Equity Sharesholders in their meeting held on 26th March, 2014, by passing the resolution to that effect.

To give effect to the resolution as mentioned above the Board of Directors issued 1415000 - 20% Cumulative Redeemable Preference Shares of Rs. 100/- each at premium of Rs. 700/- per (CRPS) in their meeting held on 26th March, 2014, in favour of BOI.

As a result of the above the issued Preference Share Capital has come down to Rs. 14,90,70,900.

SUBSIDIARIES

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Petrochemicals Ltd., Mangalore, India, JBF Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its own subsidiaries, JBF Bahrain S.PC at Bahrain and JBF Global Europe BVBA at Belgium.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will be kept open for inspection at the Registered and Corporate Office of the Company and that of the respective Subsidiary Companies.

PROGRESS OF SUBSIDIARIES

a) Bahrain plant will have 3 lines having total capacity of 90,000 Tonnes per annum. Two lines of Polyester Film project being executed through JBF Bahrain SPC have commenced production. The third line is likely to be commissioned by third quarter of 2014.

b) At Geel, Belgium, PET project executed through JBF Global Europe BVBA having capacity of 390,000 Tonnes per annum is on schedule. The plant is expected to be commissioned by mid of June 2014.

c) At Mangalore, PTA project being executed through JBF Petrochemicals Ltd., having capacity of the 1.25 Million Tonnes per annum is progressing satisfactorily. Construction activities have commenced. The project is expected to be completed by mid 2015.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company''s interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FixED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2014.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors'' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with the provision of Section 139 of the Companies Act, 2013 (Act) and also satisfy the criteria provided in Section 141 of the Act.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Partially Oriented Yarn (POY) and Polyester Processed Yarn as required for the year ended 31st March, 2014.

COST AUDITORS

As per the Companies (Cost Audit Report) Rules, 2011 and the notification of MCA dated 3rd June, 2011. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendations at its meeting held on May 27, 2014, the Board has approved the appointment of Ms. Devashree P Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN Exchange EARNING AND OUTGO

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "ANNEXURE A" to the Directors Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the captioned Act. No complaint has been filled before the said committee till date.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the requirements of the Companies Act, 2013, the Board on 15th May, 2014 has constituted a CSR Committee comprising Mr. Rakesh Gothi as the Chairman and Mr. B.R.Gupta, Mr. PN.Thakore and Mr. N.K.Shah as other 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.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "ANNEXURE C" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and Net Gain on currency and interest rate swap were Rs. 897.12 Crores and Rs. 6.73 Crores respectively against outgo of Rs. 1546.09 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs. 5.90 Crores of foreign Exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

P.N. THAKORE RAKESH GOTHI

CFO & Director Finance CEO & Managing Director Place: Mumbai Date: 27th May, 2014.


Mar 31, 2013

The Directors have pleasure in presenting the Thirty-First Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS [Rs.in crores]

Particulars Year ended Year ended on 31st on 31st March, 2013 March, 2012 [Audited] [Audited]

Total Revenue 4,576.18 4512.56

Profit before Depreciation & Tax 187.75 112.26

Less : Depreciation 100.66 83.94

Profit before tax 87.09 28.32

Less : Provision for Current Taxation 19.33 5.60 Less : MAT Credit Entitlement (19.33) (5.18)

Less : Provision for Deferred Tax 35.59 (20.88)

net Profit for the year 51.50 48.78

Less : Prior period Adjustments 0.02 0.10

Profit brought forward from previous year 350.13 377.56

surplus available for appropriations 401.61 426.24

Less : Transfer to General Reserve 5.20 5.00

Less : Transfer to Debenture Redemption Reserve 0.61 3.26

Less : Short Provision of Dividend in Previous Year 0.17 0.04

Less : Tax paid on Short Provision of Dividend 0.03 0.01

Less : Proposed Dividend on Preference Shares 2.22 0.72

Less : Proposed Dividend on Equity Shares 7.26 57.62

Less : Dividend Distribution Tax on Proposed Dividend 1.61 9.46

Balance of Profit carried to Balance sheet 384.51 350.13

diVidend

As per the terms and conditions of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders on Cumulative Redeemable Preference Shares of Rs.100 each.

The Board of Directors has reconsidered the recommendation of dividend of Rs. 6 (Rupees Six only) per share (@ 60%) on the equity share capital and revised it to Rs. 1 (Rupee One only) per share on the equity share capital in their meeting held on 13th August, 2013. Dividend will be paid to eligible equity shareholders if approved by members at the Annual General Meeting.

diReCtoRs

Mr. Sunil Diwakar, Mr. Prakash Mehta, Mrs. Veena Arya and Mr. Krishen Dev, are retiring by rotation and being eligible, offer themselves for re-appointment.

MAnAGeMent disCussion And AnAlYsis

The Management Discussion and Analysis forms part of the Directors'' Report and is annexed hereto.

Performance

Net sales of the Company increased from Rs. 4,383.32 Crores in 2011-12 to Rs. 4,504.09 Crores in 2012-13, reflecting an increase of 2.76%. Profit before tax of the Company increased from Rs.28.32 Crores in 2011-12 to Rs. 87.09 Crores in 2012-13, reflecting an increase of 207.52%. Net profit of the Company increased from Rs. 48.78 Crores in 2011-12 to Rs. 51.50 Crores in 2012-13, reflecting an increase of 5.58%. issue oF equitY sHARes.

During the financial year ended 31st March, 2013, 6,14,113 equity shares were issued to Directors & employees, who have exercised their options under ESOS.

As a result of the above the issued equity share capital has gone up to Rs. 72,63,32,360. issue oF CuMulAtiVe RedeeMABle PReFeRenCe sHARes

During the year ended 31st March, 2013, Company has issued 21,95,787 – 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

Company has also issued 3,60,722 – 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India on 20th August 2013. As a result of the above the issued preference share capital has gone up to Rs. 1,13,95,70,900.

BuY-BACK oF sHARes

Board of Directors has considered buy-back of equity shares of Rs. 10/- of the Company from the existing equity shareholders of the Company other than promoters and the persons who are in control of the Company at price not exceeding Rs. 105/- (Rupee One Hundred Five Only) per equity share and the total consideration payable for the buy-back shall not exceed the aggregate amount of Rs. 73,50,00,000 (Rupees Seventy Three Crores Fifty Lacs) excluding brokerage, transactional charges and taxes, if any ("Maximum Buy-back Size") is within 10% of the total paid-up equity share capital and free reserves of the Company as on 31st March, 2013 through the methodology of "Open Market Purchases through Stock Exchanges".

suBsidiARies

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its step-down subsidiaries, JBF Bahrain S.P.C at Bahrain and JBF Global Europe BVBA at Belgium. JBF Petrochemicals Ltd earlier which was subsidiary company of JBF Industries Ltd, has now become subsidiary company of JBF Global Pte Ltd by virtue of issue of equity shares in favour of JBF Global Pte Ltd by JBF Petrochemicals Ltd. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

RisK MAnAGeMent

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company''s interest.

insuRAnCe

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FiXed dePosits

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

diReCtoRs'' ResPonsiBilitY stAteMent

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2013.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities. 4. The annual accounts have been prepared on a Going Concern Basis.

CoRPoRAte GoVeRnAnCe

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors'' Certificate, are included in the Annual Report. Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AuditoRs

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

Cost ACCountinG ReCoRds

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Partially Oriented Yarn (POY) and Polyester Processed Yarn as required for the year ended 31st March, 2013.

Cost AuditoRs

As per the Companies (Cost Audit Report) Rules, 2011 and the notification of MCA dated 3rd June, 2011. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendations at its meeting held on May 23, 2013, the Board has approved the appointment of Ms. Devashree P. Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2013-2014, subject to approval of the Central Government.

eMPloYees stoCK oPtion sCHeMe

During the year Compensation Committee met 6 times to consider the exercise of options and issue of equity shares. During the year 6,14,113

options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "Annexure C" to the Directors Report.

ConseRVAtion oF eneRGY, teCHnoloGY ABsoRPtion

And FoReiGn eXCHAnGe eARninG And outGo

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARtiCulARs oF eMPloYees

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FoReiGn eARninGs/out GoinGs

Foreign Exchange earnings by way of exports and interest were Rs.629.34 Crores and Rs.0.92 Crores respectively against outgo of Rs.915.92 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs.26.12 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPReCiAtion

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of directors

P. n. tHAKoRe RAKesH GotHi

CFO & Director Finance CEO & Managing Director

Place: Mumbai

Date: 21st August, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS [Rs. in crores]

Particulars Year ended on Year ended on 31st March, 31st March, 2012. 2011.

[Audited] [Audited]

Total Revenue 4512.56 3582.83

Profit before Depreciation & Tax 112.26 264.95

Less : Depreciation 83.94 73.37

Profit before Tax 28.32 191.58

Less : Provision for Current Taxation 5.60 50.93

Less : MAT Credit Entitlement (5.18) --

Less : Provision for Deferred Tax (20.88) 9.31

Less : Taxes for Earlier Years -- (0.08)

Net Profit for the year 48.78 131.42

Less : Prior period Adjustments 0.10 0.11

Profit brought forward from previous year 377.56 329.13

surplus available for appropriations 426.24 460.44

Less : Transfer to General Reserve 5.00 13.15

Less : Transfer to Debenture Redemption Reserve 3.26 3.25

Less : Short Provision of Dividend in previous year 0.04 --

Less : Tax paid on short provision of dividend 0.01 --

Less : Dividend Distribution Tax for earlier year written back -- (0.14)

Less : Proposed Dividend on Preference Shares 0.72 0.00 (previous year Rs. 36,457)

Less : Proposed Dividend on Equity Shares 57.62 57.32

Less : Dividend Distribution Tax on Proposed Dividend 9.46 9.30

Balance of Profit carried to Balance sheet 350.13 377.56

DIVIDEND

As per the terms, dividend will be paid @ 2.5% per annum to Preference Shareholders on Cumulative Redeemable Preference Shares of Rs. 100 each.

The Board of Directors has recommended dividend of Rs. 8 (Rupees Eight only) per share (@ 80%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual General Meeting.

The equity shares issued on exercise of options under ESOS before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Prakash Mehta, Mrs. Veena Arya, Mr. Krishen Dev and Mr. B R Gupta, Directors are retiring by rotation and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors' Report and is annexed hereto.

PERFORMANCE

The overall production of Polyester Chips during the year has increased from 4,84,389 MT in 2010-11 to 5,04,332 MT in 2011-12, reflecting an increase of 4.12%.

The overall production of POY during the year has increased from 2,11,017 MT in 2010-11 to 2,28,251 MT in 2011-12, reflecting an increase of 8.17%.

Net revenue from Operations of the Company also increased from Rs. 3,560.46 Crores in 2010-11 to Rs. 4,383.32 Crores in 2011-12, reflecting an increase of 23.11%.

ISSUE OF EQUITY SHARES

During the year 3,71,167 equity shares were issued to Directors & employees, who have exercised their options under ESOS.

As the result of the above, the issued equity share capital has gone up to Rs. 72,01,91,230.

ISSUE OF CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year ended 31st March, 2012, Company has issued 61,77,837 - 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

As a result of the above the issued preference share capital has gone up to Rs. 88,39,20,000.

SUBSIDIARIES

Company has 100% Indian Subsidiary namely JBF Petrochemicals Limited and also overseas subsidirary company JBF Global Pte Ltd at Singapore, which has JBF RAK LLC, UAE, has its subsidiary.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

Annual Accounts of the subsidiary companies and the related detailed information will be available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

Company's project for setting up of 1.2 million tonne PTA Project at SEZ at Mangalore through the wholly owned subsidiary i.e. JBF Petrochemicals Ltd., is progressing as per schedule. Necessary government approvals relating to environment has been obtained and application for other approvals are under process. The Project is expected to be commissioned by end of 2014.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company's interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices except the provision of marked to market loss of derivatives contracts.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Company's exposure to foreign exchange and interest rate, the Company has entered into derivative contracts. All realized derivative losses aggregating to Rs. 167.77 Crores for the year ended 31st March, 2012 has been charged to Statement of Profit & Loss. The mark to market losses in respect of the above derivative contracts as on 31st March, 2012 aggregating to Rs. 47.48 Crores has not been provided in the books of account, since the Company is of the view that, loss may be payable only if loss conditions are triggered on observation dates, which, is contrary to the requirements of announcement by the Institute of Chartered Accountants of India. The losses in respect of above derivative contracts will be accounted for on actual settlements. Further, one of the bankers with whom, derivative transaction is outstanding had approved a line of credit to fund derivative losses partly as debt, convertible debt and preference shares.

The Auditors of the Company have qualified their reports regarding the non-provision of marked to market losses of derivative contracts amounting to Rs. 47.48 Crores as on 31st March, 2012, with consequential effect of Rs. 31.66 Crores on Profit after Tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn as required for the year ended 31st March, 2012.

COST AUDITORS

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors. Based on the Audit Committee recommendations at its meeting held on May 29, 2012, the Board has approved the appointment of Ms. Devashree P Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2012-2013, subject to approval of the Central Government.

EMPLOYEES STOCK OPTION SCHEME

During the year under review 3,71,167 options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "Annexure C" to the Directors Report.

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

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest and Miscellaneous Income were Rs. 549.47 Crores and Rs. 1.45 Crores respectively against outgo of Rs. 894.16 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs. 33.29 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

BHAGIRATH C ARYA

CHAIRMAN

Place: Mumbai

Date : 29th May, 2012.


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS [Rs. in crores]

Particulars Year ended Year ended on 31st on 31st March, 2011. March, 2010. [Audited] [Audited]

Turnover & Other Income 3581.27 2732.92

Profit before Depreciation & Tax 264.97 245.22

Less: Depreciation 73.37 62.21

Profit before Tax 191.60 183.01

Less: Provision for Current Taxation 50.95 42.71

Less: Provision for Deferred Tax 9.31 11.27

Less: Taxes for Earlier Years (0.08) 0.03

Net Profit for the year 131.42 129.00

Less: Prior period Adjustments 0.11 0.22

Profit brought forward from previous year329.13 257.52

Surplus available for appropriations 460.44 386.30

Less: Transfer to General Reserve 13.15 12.90

Less: Transfer to Debenture Redemption Reserve 3.25 0.57

Less: Dividend Distribution Tax For Earlier Year Written Back (0.14) --

Less proposed Dividend on Preference Shares0.00 -- (Rs. 36457 Previous YearRs. Nil)

Less: Proposed Dividend on Equity Shares 57.32 37.35

Less: Dividend Distribution Tax on Proposed Dividend 9.30 6.35

Balance of Profit carried to Balance Sheet 377.56 329.13

DIVIDEND

As per the terms, dividend will be paid to Preference Shareholder @ X 0.014 per share on 26,61,363 Cumulative Reedemable Preference Shares of X 100 each. The Board of Directors has recommended dividend of X 8 (Rupees Eight only) per share (@ 80%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual- General Meeting. The equity shares issued on exercise of options under ESOS before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Krishen Dev, Mr. B R Gupta and Mr. Sunil Diwakar, are retiring by rotation and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors' Report and is annexed hereto.

ACHIVEMENTS

Performance

The overall production of Polyester Chips during the year has increased from 4,31,342

MT in 2009-10 to 4,84,389 MT in 2010-11, reflecting an increase of 12%.

The overall production of POY during the year has increased from 1,51,551 MT in 2009-10 to 2,11,017 MT in 2010-11, reflecting an increase of 39%.

Net sale of the Company also increased from Rs. 2691.31 Crores in 2009-10 to Rs. 3557.99 Crores in 2010-11, reflecting an increase of 32%. The net profit of the

Company has increased from Rs. 129.00 Crores in 2009-10 to Rs.131.42 Crores in 2010-11.

Expansion

The Company has decided to set up a green field PTA project through JBF Petrochemicals Limited at Manga lore, India. The Company has initiated acquisition of land activities in SEZ at Mangalore and is finalising technology suppliers for setting up this project and will be completed in 3 years.

CAPITAL STRUCTURE

a. Increase in Authorised Share Capital.

During the year under review the Authorised Share Capital of the Company has been increased from Rs. 100,00,00,000 (Rupees One Hundred Crores Only) divided into 10,00,00,000 Equity Shares of Rs.10 each to Rs. 225,00,00,000 (Rupees Two Hundred Twenty.Five Crores Only) divided into 10,00,00,000 Equity Shares of Rs. 10 each and 1,25,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each, by creation of additional 1,25,00,000, Cumulative Redeemable Preference Shares of 1100 each and the Memorandum and Articles of Association have been altered accordingly.

b. Issue of Equity Shares.

During the year the Company has converted balance 700- Foreign Currency Convertible Bonds (FCCB), worth USD 7 million, into 35,58,333 equity shares on 23rd August, 2010.

The Company has issued 52,90,471 equity shares @ Rs. 157.15 per share under Qualified Institutions Placement issue on 30th September, 2010. 5,56,704 equity shares were issued to Directors & employees, who have exercised their options under ESOS. As a result of the above'the issued capital has gone up to Rs. 71,64,79,560.

CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year ended 31st March, 2011, Company has issued 26,61,363 - 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

SUBSIDIARY COMPANY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats and takes suitable steps to safeguard Company's interest.

INSURANCE

- All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

in compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards . have been followed along with proper explanation relating to Standard Auditing Practices:

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2011.

3. Proper and sufficient care has been taken for the maintenance of the adequate -accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of. the Company, has been communicated to them and a copy has been pasted on the web site of Company.

EMPLOYEES STOCK OPTION SCHEME

First tranche of the options granted to employees were vested on 25th September, 2010. During the year Compensation Committee met 6 times to consider the exercise of option & issue of equity shares. During the year 5,56,704 options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Company's exposure to foreign exchange and interest rate, the Company entered into a derivative contract. The related Currency & Interest Rate Swap losses of Rs. 84.09 Crores for the year have been charged to Profit & Loss Account. The marked to market loss in respect of the above derivative contract as on 31st March, 2011 is Rs. 144.63 Crores, which has not been provided in the books of account since the company is of the view that the loss, if any on above derivative contract may be payable only if loss conditions are triggered on observation dates starting from 3rd August, 2010 and ending on 3rd July, 2013. The loss if any, will be accounted for on actual settlements. The banker with whom, derivative transaction is outstanding has approved a line of credit to fund derivative losses-partly as debt, convertible debt and preference shares. The Auditors of the Company have qualified their reports regarding the non-provision of marked to market losses of derivative contracts amounting to Rs. 144.63 Crores as on 31 st March 2011, with consequential effect of Rs. 97.70 crores on Profit after Tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips and Partially Oriented Yarn (POY) as required for the year ended 31st March, 2011.

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

A Statement containing necessary information as required under Section' 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest were Rs. 645.91 Crores and Rs. 2.86 Crores respectively against outgo of Rs. 1129.13 Crores on import of raw materials and Rs. 64.52 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

BHAGIRATH C ARYA

CHAIRMAN Place: Mumbai Date: 26th May, 2011.


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS [Rs.in crores]

Particulars Year ended Year ended

on 31st on 31st

March, 2010. March, 2009.

[Audited] [Audited]

Turnovers Other Income 2728.69 2407.58

Profit before Depreciation & Tax 245.22 172.85

Less: Depreciation 62.21 52.30

Profit before Tax 183.01 120.55

Less: Provision for Current Taxation 42.71 20.56

Less : Provision for Deferred Tax 11.27 23,19

Less : Provision for Fringe Benefit Tax - 0.25

Less : Taxes for Earlier Year 0.03 0.28

Net Profit for the year 129.00 76.27

Less : Prior period Adjustments 0.22 2.77

Profit/(Loss)brought forward from previous 257.52 228.43

year

Surplus available for appropriations 386.30 301.93

Less: Transfer to General Reserve 12.90 8.00

Less : Transfer to Debenture Redemption 0.57 -

Reserve

Less : Proposed Dividend on Equity Shares 37.35 31.12

Less: Tax on Proposed Dividend 6.35 5.29

Balance of Profit / [Loss] carried to Balance 329.13 257.52

Sheet

DIVIDEND

The Board of Directors has recommended dividend of Rs. 6/- (Rupees Six only) per share (@ 60%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual General Meeting.

The equity shares issued on conversion of FCCB before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Sunil Diwakar, Mr Prakash Mehta, Mrs Veena Arya and Mr. Krishen Dev, are retiring by rotation and being eligible, offers themselves for re- appointment.

Mr. N. Balasubramanian, Non-Executive Independent Director, has resigned from the Board on 24th June, 2009.

Mr. R R. Srinivasan, an Investor Director, representing Citigroup Venture Capital International Growth Partnership Mauritius Ltd., has resigned from the Board on 25th May, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors Report and is annexed hereto.

ACHIVEMENTS

Performance

The overall production of Polyester Chips during the year has increased from 3,99,554 MT in 2008-09 to 4,31,342 MT in 2009-10, reflecting an increase of 7.96 %.

Net sale of the Company also increased from Rs.2394.41 Crores in 2008-09 to Rs 2691.31 Crores in 2009-10, reflecting an increase of 12.40 %.

The net profit of the Company has increased from Rs.76.27 Crores in 2008-09 to Rs. 129.00 Crores in 2009-10. As result of this the profit after tax shows a upward from 3.19% of sales in 2008-09 to 4.79% of sales in 2009-10.

Expansion

The expansion activities for increasing the capacity for Fully Drawn Yarn

(FDY) and Partially Oriented Yarn (POY) by 72,000 Tons is under completion.

This is likely to add another Rs.500 crores to the turn over and is likely to lead to improvement on the margins. As per the current indications, this expansion is likely to be completed by August, 2010.

At the plants the activities of debottlenecking are going on. These activities would result in additional production of Bottle Grade Chips.

SUBSIDIARY COMPANY

Audited Accounts of JBF Global Pte Ltd. and JBF RAK LLC and Statements required under Section 212 of Companies Act, 1956, regarding the subsidiary company forms of part of this Annual Report.

At JBF RAK LLC, UAE, The production of PET Chips was 362,812 Tons and production of Film was 53,585 Tons.

Total revenue for the year was USD 500.7 million, EBTDA was USD 47.63 million and Net Profit was USD 22.13 million.

At UAE, plans are underway to increase the capacity of Polyester Film.

The Company has also signed non-binding MOU with Oman Oil Company (part of Oman Refinery) owned by Government of Oman for setting up a 1.2 Million (12 Lacs) Tonnes per annum Purified Terephthalic Acid- PTA plant at Oman as a Joint Venture.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard Companys interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices;

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to resolution passed on 25th September, 2009, approving Employees Stock Option Scheme for 21,78,486 equity shares aggregating

3.5% of the issued Equity Share Capital of the Company as on 31 st March, 2010. During the year under review, your Company granted 21,54,000 options to 298 selected employees and Directors, under JBF ESOS at exercise price of Rs. 60 per share as per the modified resolution passed in the previous AGM held on 25th September 2010. Details of the same are given in the annexure to this report.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Companys exposure to foreign exchange and interest rate, the Company entered into a derivative contract. The marked to market loss in respect of the above derivative contract as on 31st March, 2010 is Rs.63.37 crores, which has not been provided in the books of account since the company is of the view that the above loss is notional in nature and may be payable only if loss conditions are triggered. The Auditors have qualified the non provision of marked to market loss of Rs. 63.37 crores for the year ended 31st March, 2010 in their report with the consequential effect of Rs. 41.83 crores on the profit after tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips and Partially Oriented Yarn (POY) as required for the year ended 31st March, 2010.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNING AND OUTGO

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest were Rs.613.60 Crores and Rs.2.46 Crores respectively against outgo of Rs.669.32 Crores on import of raw materials and Rs.58.15 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors



Place: Mumbai BHAGIRATH C ARYA

Date: 26th May, 2010. CHAIRMAN

 
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