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Directors Report of Laffans Petrochemicals Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 22nd Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015 Financial Performance:

A summary of company's financial performance for 2014-2015:

( Rs in Lakhs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales for the year 65.13 4396.83

Profit before Interest& finance charges, depreciation & taxation 12.52 (68.91)

Less: Interest & finance Charges 0.15 0.61

Operating profit before depreciation & taxation 12.37 (69.52)

Less: Depreciation, amortization & impairment of asset 12.17 9.43

Profit before Exceptional Items 0.20 (78.95)

Add: Exceptional Items 0.00 0.00

Profit before taxation 0.20 (78.95)

Current Tax & Prior Year 0.00 0.00

Deferred Tax Liability (3.79) 43.92

Profit after taxation (3.59) (35.03)

Add: Balance brought forward 3,957.35 3,992.38

Profit available for appropriation 3,953.76 3,957.35

Less: Appropriation:

Transfer to General Reserve 0.00 0.00

Interim Dividend 0.00 0.00

Tax on Interim Dividend 0.00 0.00

Proposed Dividend 0.00 0.00

Provision for Tax on Proposed Dividend 0.00 0.00

Balance carried forward to Balance Sheet 3,953.76 3,957.35

Operating & Financial Performance. Internal Control:

Your company has generated gross income of Rs. 347.72 Lacs as compared to Rs. 4789.54 lacs for previous year. The income by way of trading during the year amounted to Rs.65.13 lacs compared to Rs. 4323.65 in the previous year. Income from services amounted to Rs. Nil compared to Rs. 73.18 Lacs in the previous year.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances. Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Company's Policies on Remuneration, Whistle Blower and also Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Company's website www.laffanspetrochemical.com

There is no change in the nature of the business of the Company. There were no companies which became or ceased to be the Subsidiaries, joint ventures or associate companies during the year. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31,2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

Transfer to Reserve:

The Company has not transferred any amount to reserves.

Dividend:

Due to net loss of Rs. 3.59 Lacs, it would not be possible to recommend any dividend for declaration. Your Directors regret their inability to recommend any Dividend for the year under review.

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report.

Number of meeting of the Board:

During the year 2014-15, the Board of Directors met seven times viz. on 2nd May, 2014; 29th May, 2014; 1st July, 2014; 12th August, 2014; 14th November, 2014; 14th February, 2015 and 10th March, 2015.

The details relating to Audit Committee Meetings has been set out in the Corporate Governance Report annexed with this report which forms part of this report.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013 of the Companies Act, 2013:

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

(ii) the directors had 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, 2015 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

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

D. Statement on declaration given by independent directors under sub-section (6) of section 149:

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

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www. laffanspetrochemical.com .

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

a) Name of the related party and nature of relationship: Mr. Sandeep Seth, Managing Director

b) Nature of transaction: Payment for Office Rent b) Duration of transaction: Not Applicable

d) Salient terms of transaction: Monthly Rent of Rs. 2,00,000/- per month

e) Date of Approval by Board, if any: Not Applicable

f) Amount paid as advances, if any: Nil

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and Individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or key managerial personnel who were appointed or have resigned during the financial year 2014-15:

The Board of Directors had appointed Mrs. Anisha Seth (DIN: 06867960) as a woman director from 2nd May, 2014 and Whole-time Director with effect from 1st July, 2014 and the same was approved by the members in the twenty first Annual General Meeting held on September 26, 2014. She will hold Office for 5 years with effect from 1st July, 2014 as approved by the members in the 21st Annual General Meeting.

The Board also appointed Mr. Naresh Chhabria (DIN: 03463187) as an Independent Director with effect from 2nd May, 2014 and the same was approved by the members in the twenty first Annual General Meeting held on September 26, 2014. Mr. Naresh Chhabria (DIN: 03463187) will hold office till 31st March, 2019.

Mr. Rajesh Sharma ceased to be associated with the Company on account of vacation of office under section 167 of the Companies Act, 2013. Mr. Rajesh Thadani (DIN 00009889) was appointed as an Additional Director with effect from 14th November, 2014. Board hereby recommends appointing Mr. Rajesh Thadani as Independent Director at the ensuing Annual General Meeting of the Company.

During the year Company had also appointed Mr. Mahalinga B. Kotian as a Chief Financial Officer of the Company w.e.f. 10th March, 2015. During the year Company accepted resignation of Mr. Ambalal C. Patel from the post of Independent Director w.e.f. 1st July, 2014.

Re-appointments

As per the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mrs. Anisha Seth (DIN 06867960) will retire in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends his re-appointment.

AUDITORS

At the Annual General Meeting held on 26th September, 2014 M/s. S. M. Kapoor & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No. 104809W were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of first proviso of section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification by members at every annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S. M. Kapoor & Co., Statutory Auditors, in their report.

Internal Auditors

M/s Govind Prasad & Co, Chartered Accountants were appointed as an Internal Auditor with effect from 14th February, 2015, they performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

The Extract of the Annual Return in form MGT-9:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C".

PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

RESEARCH & DEVELOPMENT:

As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.

WEBSITE OF THE COMPANY:

The Company maintains a website www.laffanspetrochemical.com where detailed information of the company and its products are provided

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.laffanspetrochemical.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Requirements of Rule 5(1) Details

(i) the ratio of the remuneration Mr, Sandeep Seth - 9.74 : of each director to the median 1 (974%) remuneration of the employees of the company for the Mr. Jaideep Seth - 3.08 : finantial year; 1 ( 308.44%)

Mr, Rajesh Sharma - 0 : 1 ( Nil %)

Mr, Naresh Chhabria - 0 : 1 ( Nil %)'

Mrs. Anisha Seth - 3.71: 1 ( 340.91%)

Mr. Rajesh Thadani - 0 : 1 ( Nil%)

(ii) the percentage increase Mr, Sandeep Seth - in remuneration of each No increase director, Chief Financial Officer, Chief Executive Mr. Jaideep Seth - Officer, Company Secretary No increase or Manager, if any,in the financial year; Mr Rajesh Sharma - No increase

Mr, Naresh Chhabria - No increase

Mrs. Anisha Seth - No increase

Mr. Mahalinga B. Kotian (CFO)- No increase

Mr, S. R. Narayanan (CS) - No increase

Mr, Rajesh Thadani - 0 : 1 ( Nil%)

iii) the percentage increase No increase in the median remuneration of employees in the financial year;

(iv) the number of permanent 6 employees as on 31st employees on the rolls of company; March, 2015

(v) the explanation on the Average increase in remuneration relationship between average of all employees was Nil % increase in remuneration and for the year 2015 which is company performance; based on the individual's employee's performance. The total sales in the year reduced by 98.49% over previous year,

(vi) comparison of the Average increase in remuneration remuneration of the Key of all employees was Nil % Managerial Personnel against for the year 2015. the performance of the company;

(vii) variations in the market As on capitalisation of the company, 31.03.2014 price earnings ratio as at the closing date of the current BSE 8.30 financial year Store Price Vadodara Not Traded and previous financial year Stk Ex Not Traded and percentage increase DelhiStk Ex Not Traded over decrease in the market quotations of the shares of As on % increase the company in comparison to 31.03.2015 the rate at which the company came out with the last public BSE 9.25 11.45% offer Vadodara Not Traded Not Traded Stk Ex Not Traded Not Traded DelhiStk Not Traded Not Traded Ex

The Company has not made any public issue or right issue of the securities in the last 15 years, so comparison have not been made of current share price with public offer price. The Company's shares are listed on Bombay, Vododara and Delhi Stock Exchanges.

(viii) average percentile No increase in Salaries of increase already made in the Employees during the Financial salaries of employees other Year 2014-15. than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

(ix) comparison of the each The remuneration of Key remuneration of the Key Managerial Personnel has Managerial Personnel against not been increased in the performance of the company; 2014-15, compared to 2013-14, whereas the Net loss during the 2014-15 reduced substantially compared to 2013-14.

(x) the key parameters for There is no variable component any variable component of of remuneration availed by any remuneration availed by the of the directors. directors;

(xi) the ratio of the The Managing Director is the remuneration of the highest highest paid Director. paid director to that of the No employee received employees who are not directors remuneration higher than but receive remuneration in the Managing Director excess of the highest paid director during the year; and

(xii) affirmation that the Remuneration paid during the remuneration is as per the year ended March 31, 2015 is remuneration policy of the as per Remuneration policy company. of the Company

* Mr. Rajesh Sharma ceased to be associated with the Company w.e.f. 10th March, 2015

** Mr. Rajesh Thadani has been appointed as an Additional Director w.e.f 14th November, 2014

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Secretarial Audit

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report from M/s. Ragini Chokshi & Co., Company Secretaries in Practice which is annexed herewith as "Annexure D..

Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied with the fullest extent. Regarding observation relating to taking on records the disclosure of interest given by all the directors in second Board Meeting instead of first Board Meeting of the financial year, the same happened because in the first Board Meeting 2 new directors were appointed and they also gave their disclosures in that Board Meeting, therefore it was decided to take on record disclosure of interest received from all the directors in next Board Meeting.

With respect to the observation relating to Clause 41 of the Listing Agreement, it is hereby clarified that the intimation of Board Meetings were published in newspaper but Company has not kept Newspaper cuttings in its records which will be taken care henceforth.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Following details are also available on the website of the Company i.e on www.laffanspetrochemical.com

1. The details of such familiarisation programmes

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance.

Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Governments of Gujarat & Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors

Sandeep Seth Jaideep Seth Place: Mumbai Managing Director Director Dated: May 29, 2015 (DIN 00316075) (DIN 03130620)


Mar 31, 2014

Dear fellow members,

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Rs. in Lacs

PARTICULARS 31.03.2014 31.03.2013

Sales and other income 4789.54 1082.75

Profit/Loss before depreciation, (68.91) 864.53 Tax and interest

Interest 0.61 0.71

Profit/Loss before depreciation (69.52) 863.82 and tax

Depreciation for the year 9.43 9.29

Profit/Loss before Tax (78.95) 854.53

Provision for Tax - (178.00)

Deferred Tax Assets/(Liability) 43.92 42.99

Profit after tax (35.03) 719.52

Prior year Tax adjustments 0.00 0.00

Balance in P & L Account 3992.38 3272.86

Balance available for appropriation 3957.35 3992.38

Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3957.35 3992.38

OPERATION:

Your company has generated gross income of Rs. 4789.54 lacs as compared to Rs. 1082.75 lacs for previous year. The income by way of trading during the year amounted to Rs.4323.65 lacs compared to Rs. 504.03 in the previous year. Income from services amounted to Rs.73.18 Lacs compared to Rs.68.20 Lacs in the previous year. The previous years profitability figures are not comparable as it included a one time exceptional gain.

DIVIDEND:

Due to net loss of Rs. 35.03 Lacs, it would not be possible to recommend any dividend for declaration. Your Directors regret their inability to recommend any Dividend for the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association Mr. Jaideep Seth retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Naresh Naraindas Chhabria and Mrs. Anisha Seth have been appointed as Additional Directors with effect from 02nd May, 2014.

Board hereby recommends appointing Mr. Naresh Naraindas Chhabria as Independent Director and Mrs. Anisha Seth as Director cum Whole-Time Director at the ensuing Annual General Meeting of the Company.

Mr. Ambalal C. Patel, Independent Director of the Company has shown his unwillingness to be appointed as an Independent Director at the ensuing Annual General Meeting of the Company due to his involvement in various other listed companies.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 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 the period. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the Company were dematerialized from 21st November, 2000 as mandated by Securities & exchange Board of India (SEBI). As on 31st March, 2014 - 7,198,540 equity shares representing 89.98% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s. S. M. Kapoor & Company, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2A) of the Companies Act, 1956, read with companies (particulars of Employees) Rules, 1975, Statements of particulars of the Employees do not form part of the Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is annexed and forms part of the Report.

PERSONNEL:

Industrial relations were very cordial throughout the year. The Board wish to place on record its appreciation of the sincere and hard work put by employees at all levels as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Central and State Governments, Financial Institutions/Bankers, Project Consultants, Suppliers etc. for effective working of the Company.

For & behalf of the Board of Directors

Place: Mumbai Sandeep Seth Jaideep Seth Date: 29th May, 2014 Managing Director Director DIN: 00316075 DIN:03130620


Mar 31, 2013

Dear fellow members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

Rs. in Lacs PARTICULARS 31.03.2013 31.03.2012

Sales and other income 1082.75 211.58

Profit/Loss before depreciation, Tax and interest 864.53 (482.84)

Interest 0.71 0.87

Profit/Loss before depreciation and tax 863.82 (483.71)

Depreciation for the year 9.29 11.69

Profit/Loss before Tax 854.53 (495.40)

Provision for Tax (178.00) (205.12)

Deferred Tax Assets/(Liability) 42.99 411.28

Profit after tax 719.52 (289.24)

Prior year Tax adjustments 0.00 0.00

Balance in P & L Account 3272.86 3562.10

Balance available for appropriation 3992.38 3272.86

Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3992.38 3272.86

OPERATION:

Your company has generated gross income of Rs. 1082.75 lacs as compared to Rs. 211.58 lacs for previous year. The income by way of trading during the year amounted to Rs.504.03 Lacs compared to Rs. Nil in the previous year. Income from services amounted to Rs.68.20 Lacs compared to Rs.86.21 Lacs in the previous year.

DIVIDEND:

The Board, after careful review of the performances of the Company has not recommended any dividend as it is in the initial stage of its new business model more focused on trading and toll production instead of manufacturing of commodity chemicals.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Ambalal C. Patel retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 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 the period. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the Company were dematerialized from 21st November, 2000 as mandated by Securities & exchange Board of India (SEBI). As on 31st March, 2013, 7190240 equity shares representing 89.88% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s. S. M. Kapoor & Company, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2 A) of the Companies Act, 1956, read with companies (particulars of Employees) Rules, 1975, Statements of particulars of the Employees do not form part of the Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 is annexed and forms part of the Report.

PERSONNEL:

Industrial relations was very cordial throughout the year. The Board wish to place on record its appreciation of the sincere and hard work put by employees at all levels as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude the co-operation and assistance given by the Central and State Governments, Financial Institutions/Bankers, Project Consultants, Suppliers etc. for effective working of the Company.

For & behalf of the Board of Directors

Place: Mumbai Sandeep Seth Jaideep Seth

Date: 29th May, 2013 Managing Director Director


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report of the Company along with the Audited Accounts for the year ended, 31st March, 2010.

FINANCIAL RESULTS:

PARTICULARS 31.03,2010 31.03.2009

(Rs. In lacks)

Sales and other income 22658.44 21038.87

Profit before depreciation, Tax and interest 1141.59 1532.30

Interest 398.83 406.06

Profit before depreciation and tax 742.76 1126.24

Depreciation for the year 231.62 201.08

Profit before tax - 514.72 925.16

Provision for tax . 120.30 276.12

Provision for Wealth Tax 0.00 0.01

Provision for FBT 0.00 5.00

Deferred tax liability 64.12 44.08

Profit after tax 327.13 599.97

Prior Year Tax adjustment 0.42 0.01

Balance in P & L Account 2833.39 2233.43

Balance available for appropriation 3160.53 2833.40

. Transfer to General Reserve Nil Nil

Balance carried to Balance Sheet 3160.53 2833.40



OPERATIONS:

Your company has generated gross income of Rs.22658.44 lacs as compared to Rs.21038.87 lacs for previous year resulting in annualized growth of 7.7%. However, due to all-round increase in input cost and limitation in product mix which could not be passed to the customers, the profit margin was under pressure thereby resulting in lower before tax profit of Rs.514.72 lacs as compared to Rs.925.16 lacs in the previous year. The profit after tax for . the year stood at Rs.327.13 lacs as compared to Rs.599.97 lacs for the previous. Your company continues to cater to the export market in a signification manner and the products of the company is well accepted in the international market. Your company earned foreign exchange equal to Rs.1903.62 lacs during the year as against Rs.1915.15 lacs for the previous year. The company is taking steps to widen the export markets.

During the year, your company has structured its business operations into two divisions as discussed below:

A) Manufacturing Division:

The Manufacturing Division will comprise of existing manufacturing & marketing of Ethylene Oxide Derivative business operations located at Ankleshwar &

B) Logistic, Warehousing and Trading Division:

This division willcater to logistic, warehousing and trading including agency business of various other chemicals including ethylene oxide, ethylene oxide derivatives. This division with current facilities of Ethylene Oxide Tankers (4) and Warehousing space has commenced activities during the year.

CORPORATE RE ORGANISATION:

New developments and innovations in the field wherein your company exists for its manufacturing division have necessitated major reorganisation of the business strategies. The first move in this direction was taken up in December 2009 wherein a Manufacturing Alliance was entered into between Huntsman Group.

The management is of the view that to maintain the status of dominant player in the field the manufacturing division should be demerged as a going concern into a corporate entity. The strength of a global network is becoming a critical success factor in our industry, and the Huntsman reputation is a substantial asset in this global arena.

Your company has signed a definitive agreement with Huntsman Investments (Netherlands) B.V. under which Huntsman will acquire the chemicals business of Laffans post demurer. The acquisition is subject to certain terms and conditions and is expected to occur in the first half of 2011.

We look forward to avail of the different opportunities that could further strengthen Laffans position both in the local and international markets under this new relationship. Your company has created a new division which will cater to the logistic, warehousing and agency business for Huntsman as stated above.

FINANCE:

The Company, during the year, has raised its authorized capital to Rs.11, 00, 00,000/-..

CRISIL RATING:

CRISIL has upgraded its ratings on Laffans Petrochemicals Ltd (Laffanss) bank facilities to BBB+/Stable/P2 from BBB/Positive/P3 during last year.

FIXED ASSETS:

The Company has added fixed asset of Rs.494.34 lacs during the year and the net block at 31st March 2010 stood at Rs.3086.91 lacs. The addition of fixed asset has gone in for expansion and manufacture of value added products as stated in our last Report. The foil result of this expansion will be reflected in the years to come.

IN HOUSE RESEARCH AND DEVELOPMENT:

Your company has in-house research facility to make new products and also expand the application of products to new areas. As a result the company has produced value added products. These products are well accepted in -! overseas market and the company could earn foreign exchange equal to Rs. 1903.62 lacs during the year under review.

DIVIDEND:

The Board, after a careful review of the need for funds for expansion under implementation without heavy* interest burden to the company, decided to skip payment of dividend for 2009-10. The members will appreciate that through a planned financing of the expansion through plough back the shareholders wealth is enhanced in the long run.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mr. Sanjay Seth retires by rotation at the ensuring Annual General Meeting and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 as inserted vide The Companies (Amendment) Act 2000 the Directors of the Company hereby confirm that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. 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 the period.

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records; in accordance with the provisions of the Act for safeguarding the assets of the Company and to preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is attached as a part of the Annual Report.

DEPOSITORY SYSTEM:

Equity Shares of the company were dematerialized from 21s1 November 2000 as mandated by the Securities & Exchange Board of India (SEBI). As on 31st March 2010 equity shares representing 89.18% of the Equity Capital have been dematerialized. The ISIN number allotted to the Company is INE919B01011.

AUDITORS:

The Statutory Auditors of the company M/s S.M. Kapoor & Company, Chartered Accountants retire at the ensuring Annual General Meeting of the Company and are eligible for reappointment.

AUDITORS REPORT:

The observations made in the Auditors Report are self explanatory and therefore do not call for any further comments.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956.

Since no employee is receiving remuneration in excess of limit specified under the provisions of section 217(2A) of the Companies Act, 1956, read with companies (Particulars of Employees) Rules 1975, statement of Particulars of the Employees do not form part of the report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information pursuant to section 217(1 )(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is annexed and forms part of the report.

Company is implementing IS014001.

PERSONNEL:

Industrial relations in the Plant were very cordial through out the year. The Board wish to place on record its appreciation of the sincere and hard work put by the employees at all level as a team and making a significant contribution for the successful working of the Company.

ACKNOWLEDGEMENTS:

Yours Directors acknowledge with gratitude the co-operation and assistance given by the Central & State Governments, Financial Institutions/Bankers, Project Consultants, and Suppliers etc. for effective working of the Company.



For & on behalf of the Board of Directors

Place: Mumbai Sandeep Seth Sanjay Seth

Date: 30th July 2010 Managing Director Director

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