Mar 31, 2015
Dear Members,
The Directors present the Twenty-Eighth Annual Report on the business
and operations of the Company together with the Financial Statements
for the year ended 31st March, 2015.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2015 is summarized below: -
(Rs.in Lacs)
Particulars Financial Financial
Year Year
2014-15 2013-14
Gross Income 12,209.81 12,389.14
Profit/(Loss) before Interest and Depreciation (62.23) 181.93
Less: Interest 318.83 314.95
Profit/(Loss) before Depreciation (381.06) (133.02)
Less: Depreciation 58.75 79.39
Profit/(Loss) for the year (439.81) (212.41)
Less : Taxes / (Benefits) - -
Net Profit/(Loss) for the year after Tax (439.81) (212.41)
Financial performance:
Your Company's Gross income has decreased by Rs. 179.33 lacs to Rs.
12,209.81 lacs as against the Gross income of Rs. 12,389.14 lacs in the
corresponding previous year. The Company has posted a loss of Rs. 62.23
lacs before Interest and Depreciation as compared to a profit of Rs.
181.93 lacs in the corresponding previous year. The Company incurred
Net Loss of Rs. 439.81 Lacs during the year as against a loss of Rs.
212.41 Lacs in the corresponding previous year. The reason for the loss
is mainly the increase in raw material cost and poor realisation of the
finished Product Ethyl Acetate. The Company is looking out for avenues
to obtain the raw material at cheaper rates and explore new products
with a view to reduce the dependence on one product.
2. DIVIDEND
Your Directors do not recommend any Dividend for the year.
3. FIXED DEPOSITS
Your Company has not accepted any Public Deposits under Chapter V of
Companies Act, 2013.
4. DIRECTORS
Mr. S. Mohan retires by rotation at the ensuing Annual General Meeting
and being eligible, offer himself for re-appointment. The Board of
Directors recommends his re-appointment. Shri Rajendra V. Shah and Dr.
S. B. Chandalia resigned as Directors during the year. The Board has
placed on record its appreciation for the contributions made by Shri
Rajendra V. Shah and Dr. S. B. Chandalia during their respective
tenures on the Board.
Shri Devendra J. Shrimanker and Shri Shyam C. Balsekar continue to be
Non- Executive Independent Directors. They were appointed for a term of
five consecutive years and shall not be liable to retire by rotation.
Their appointment was considered by the shareholders for a term upto
five consecutive years at the previous Annual General Meeting held on
13th August, 2014. Declaration of independence as per section 149(7) was
received from the said directors.
Further as per section 149(1) read along with rule 3 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 including any
statutory modification (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force) the Company is
required to appoint a Woman Director on the board of the Company. Ms.
Aziza Khatri has been appointed as Additional Director w.e.f 13th
February 2015, to hold office up to the date of forthcoming Annual
General Meeting. Being eligible, Ms. Khatri offered herself to be
appointed as the Independent Director of your Company.
The details of training and familiarization programmes and Annual Board
Evaluation process for Directors have been provided under the Corporate
Governance Report.
The policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of Director, and also remuneration for Key Managerial
Personnel and other employees forms part of Corporate Governance Report
of this Annual Report.
Ms. Aziza Khatri, Non- Executive Independent Director, in accordance
with above said provisions, is required to be appointed for a term of
five consecutive years and shall not be liable to retire by rotation.
Her appointment be considered by the shareholders for a term upto five
consecutive years.
The Company has received consent from the director to be appointed as
independent director for a consecutive term of five years. Declaration
of independence as per section 149(7) is also received from Ms. Khatri.
Notice under Section 160 of the Companies Act, 2013 have been received
from Member proposing her candidatures as an Independent Director of
the Company.
Your directors recommend appointment of Ms. Aziza Khatri as Independent
directors of the Company.
5. Particulars of Loans, Guarantees or Investments Under Section 186
The Company has not made any loan, given any guarantee or made any
investment as per Section 186 of the Companies Act 2013.
6. Extract of Annual Return
The extract of the Annual Return in the prescribed Form MGT 9 is
annexed.
7. Details of Directors or Key Managerial Personnel Appointed /
Resigned During The Year
The following table shows the Directors and Key Managerial Personnel
appointed / resigned during the year.
Name Designation Appointment /
reappointment/
resigned
Shri Rajendra V. Shah Non- Executive Director Resigned
Ms. Swarna Gunware Company Secretary Appointment
Ms. Aziza Khatri Additional Director Appointment
Dr. Sampatraj B. Chandalia Non-Executive Director Resigned
Shri Sunil Y. Raghav Chief Financial Officer Appointment
Name Effective from
Shri Rajendra V. Shah 29.05.2014
Ms. Swarna Gunware 29.05.2014
Ms. Aziza Khatri 13.02.2015
Dr. Sampatraj B. Chandalia 13.02.2015
Shri Sunil Y. Raghav 13.02.2015
8. Material changes & commitments between end of financial year and
this report.
There have been no material changes & commitments between end of
financial year and this report.
9. Number of Meetings
During the year, four Board Meetings were convened and held, the
details of which are given in the Corporate Governance Report.
10. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated persons of the Company, as per SEBI (Prohibition of
Insider Trading) Regulations, 2015.
11. Significant & Material Orders Passed By Regulator Or Courts Or
Tribunals Impacting Going Concern Status And Companies Operations In
Future
There have been no significant & material orders passed by regulator /
courts / tribunals impacting going concern status and companies
operations in future.
12. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai have
been appointed as Statutory Auditors of the Company at previous Annual
General Meeting held on 13th August, 2014 for a term of four
consecutive years from the financial year 2014-15 to the financial year
2017-2018.However according to section 139 of the Companies Act, 2013
read with Rule 3 of the Companies (Audit and Auditors) rules, 2014
requires the Company to ratify the auditors appointment every year at
every Annual General Meeting. The Company seeks the same at the ensuing
Annual General Meeting.
The Company has received a written consent to such ratification,
certificate that ratification if made shall be in accordance with the
conditions as prescribed and that they satisfy the criteria as provided
in section 141 of the Companies Act, 2013.
13. COST RECORDS
M/s. B.J.D. Nanabhoy & Co. as Cost Auditors, Cost Accountants, carried
out the cost audit for applicable business during the year. The Board
of Directors has appointed M/s. B.J.D. Nanabhoy & Co., Cost Accountants
for the financial year 2015- 16.
The Company has received a written consent from M/s. B.J.D. Nanabhoy &
Co., Cost accountants to such appointment, certificate that appointment
if made shall be in accordance with the conditions as prescribed and
that they satisfy the criteria as provided in section 141 of the
Companies Act, 2013. For the year 2014-15, the Cost Audit Report will
be filed in due course, before the due date.
14. SECRETARIAL AUDITOR
Pursuant to section 204 of the Companies Act, 2013 read with rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel)
rules, 2014 the Company appointed M/s KS and Associates (Membership No.
5732), Company Secretaries a firm of Company secretary in practice to
undertake the Secretarial Audit of the Company.
During the year, Secretarial Audit was carried out for the financial
year 2014-15. The detailed report on the Secretarial Audit are appended
as an Annexure to this Report.
15. INSURANCE
Your Company's assets continue to be adequately insured against the
risk of fire, riot and earthquake among other things. In addition to
the above, adequate coverage has been taken to cover the public
liability and product liability claims.
16. FOREIGN EXCHANGE MANAGEMENT
The Company's exposure to foreign exchange risk comprises the risk of
foreign currency versus the local currency. As the Company's Export
Sales are more than its Imports of Raw Material, the foreign exchange
risk is naturally hedged. However, the Company takes forward contract
for export or import on selective basis.
17. Corporate Social Responsibility
According to section 135 of the Companies Act, 2013 read with rules of
Companies (Corporate Social Responsibility Policy) rules, 2014 the
Company is not required to frame Corporate Social Responsibility
Committee and Corporate Social responsibility Policy.
18. Risk Management
Pursuant to Clause 49 of the listing Agreement, the Company has formed
Risk Management Policy u/s 134(3)(n) of Companies Act, 2013 r/w clause
49 (vi) of listing agreement. The copy of Risk Management Policy is
uploaded in the website of the Company www.pentokey.com. The Company
has also constituted a Risk Management Committee. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board's Report.
19. Vigil Mechanisim / Whistle Blowing Policy
As per Clause 49 (II) (F) of the Listing Agreement, the Board has
established a Vigil Mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud and
violation of the company's code of conduct or ethics policy.
This mechanism also provide for adequate safeguards against
victimization of director(s) /employee(s) who avail of the mechanism
and also provides for direct access to the Chairman of the Audit
Committee in exceptional cases.
The copy of Whistle Blower Policy is uploaded on the website of the
Company www.pentokey.com
20. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff, which enabled it to achieve this performance level on all
fronts.
21. DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
* in the preparation of the annual financial statements for the year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
* they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the loss of the
Company for that period;
* the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this 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; and
* 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, and
* 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.
22. CORPORATE GOVERNANCE
Your Company believes in transparency and has always maintained a very
high level of corporate governance.
Your Company is in compliance with the governance requirements provided
under the new law. In line with the requirements of new law, your
Company has constituted new Board Committees. Your Company has in place
all the statutory Committees required under the law. Details of Board
Committees along with their terms of reference, composition and
meetings of the Board and Board Committees held during the year, are
provided in the Corporate Governance Report.
During the year, your Company has adopted new policies in line with new
governance requirements. These policies are available on the website of
the Company.
The extract of Annual Return in Form MGT 9 as required under Section
92(3) and Rule 12 of the Companies (Management and Administration)
Rules, 2014 is appended as an Annexure to this Report.
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A
Certificate of the Whole-time Director and CFO of the Company in terms
of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia,
confirming the correctness of the financial statements and cash flow
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is also annexed.
23. Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions which is also available on Company's website. The
Policy intends to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the Company and
Related Parties.
This Policy specifically deals with the review and approval of Material
Related Party Transactions keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these
transactions. All Related Party Transactions are placed before the
Audit Committee for review and approval. Prior omnibus approval is
obtained for Related Party Transactions on a quarterly basis for
transactions which are of repetitive nature and / or entered in the
Ordinary Course of Business and are at Arm's Length. All Related Party
Transactions are subjected to independent review by a reputed
accounting firm to establish compliance with the requirements of
Related Party Transactions under the Companies Act, 2013 and Equity
Listing Agreement.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and on Arm's Length basis and forms part to the
Notes to Accounts in Note No. 31. No Material Related Party
Transactions, i.e. transactions exceeding ten percent of the annual
consolidated turnover as per the last audited financial statements,
were entered during the year by your Company. Accordingly, the
disclosure of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
24. Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made
thereunder, your Company has constituted Internal Complaints Committees
(ICC). There has been no compliant received on Sexual Harassment,
during the year under review.
25. Conservation of Energy & Technology Absorption And Foreign
Exchange Earnings And Outgo
Information pursuant to Section 134 the Companies Act, 2014 read with
Companies (Accounts) rules, 2014 forms part of this report.
26. APPRECIATION
Your Directors wish to place on record their sincere appreciation to the
devoted employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the forefront of the industry.
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the vendors and stakeholders,
Banks, Central and State Government authorities, Customers and other
business associates, who have extended their valuable sustained support
and encouragement during the year under review. It will be the
Company's endeavour to build and nurture the strong links with its
stakeholders.
For and on behalf of the Board of Directors
For Pentokey Organy (India) Limited
S. Mohan Devendra J. Shrimanker
Whole-time Director Director
Place : Mumbai
Date : 19th May, 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Twenty-Seventh Annual Report
on the business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2014.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2014 is summarised below: -
(Rs. in Lacs)
Particulars Financial Year Financial Year
2013-14 2012-13
Gross Income 12,389.14 11,538.07
Profit/(Loss) before
Interest and Depreciation 181.93 774.07
Less: Interest 314.95 264.39
Profit/(Loss) before
Depreciation (133.02) 509.68
Less: Depreciation 79.39 118.27
Profit/(Loss) for the year (212.41) 391.41
Less : Taxes / (Benefits) - -
Net Profit/(Loss) for
the year after Tax (212.41) 391.41
Financial performance:
Your Company''s Gross income has been increased by 7.38% to Rs. 12,389.14
lacs as against the Gross income of Rs. 11,538.07 lacs in the
corresponding previous year. The Company has posted a profit of Rs.
181.93 lacs before Interest and Depreciation as compared to Rs. 774.07
lacs in the corresponding previous year. The Company incurred Net Loss
of Rs. 212.41 lacs during the year as against profit of Rs. 391.41 lacs.
The reason for the loss is mainly the increase in raw material cost and
poor realisation of the finished Product Ethyl Acetate. The Company is
looking out for avenues to increase the production capacity and
exploring opportunities to obtain the raw material at cheaper rates.
2. DIVIDEND
Your Directors do not recommend any Dividend for the year.
3. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956.
4. DIRECTORS
Shri Rajendra V. Shah has resigned from the Board of Directors of the
Company with effect from 29th May, 2014 due to his preoccupation. The
Board placed on record the valuable services rendered by him to the
Company during his tenure on the Board of the Company.
Dr. Sampatraj B. Chandalia retires by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment as
a Non-Executive Director. The Board of Directors recommends his
re-appointment.
The Companies Act, 2013 provides for appointment of Independent
Directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that Independent Directors shall hold office for a term of up
to five consecutive years on the Board of the a Company and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company.
Sub-section (11) states that no Independent Director shall be eligible
for more than two consecutive terms of five years. Sub- section (13)
states that the provisions of retirement by rotation as defined in
sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such Independent Directors.
Shri Devendra J. Shrimanker, Non- Executive Independent Director, in
accordance with above said provisions, is required to be appointed for
a term of five consecutive years and shall not be liable to retire by
rotation. His appointment be considered by the shareholders for for a
term upto five consecutive years.
Shri Shyam C. Balsekar, Non- Executive Independent Director whose
period of Office was liable to determination by retirement of Directors
by rotation under the erstwhile applicable provisions of the Companies
Act, 1956, being eligible and seeking re-appointment, be considered by
the shareholders for re-appointment for a term upto five consecutive
years.
The Company has received consent from the directors to be appointed as
independent directors for a consecutive term of five years. Declaration
of Independence as per section 149(7) is also received from the said
directors. Notice under Section 160 of the Companies Act, 2013 have
been received from Members proposing their candidatures as an
Independent Directors of the Company.
Your directors recommend appointment of Shri Devendra J. Shrimanker and
Shri Shyam C. Balsekar as Independent Directors of the Company.
5. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire
as Statutory Auditors of the Company at the ensuing Annual General
Meeting and offer themselves for re-appointment for a term of four
consecutive years from the financial year 2014-15.
The Company has received a written consent to such appointment,
certificate that appointment if made shall be in accordance with the
conditions as prescribed and that they satisfies the criteria as
provided in section 141 of the Companies Act, 2013.
6. COST RECORDS
The Central Government vide Cost Audit Order F.No.52/26/CAB- 2010 dated
24.01.2012, had made maintenance of Cost records applicable to all
companies engaged in activities of manufacturing of ''Organic &
Inorganic Chemicals'' under Chapters 28, 29, 32 and 39 of Central Excise
Tariff Act, 1985. Accordingly, the Company had appointed M/s. B.J.D.
Nanabhoy & Co. as Cost Auditors, for the purpose of cost audit of
product ''Ethyl Acetate''. The Cost Auditors are retiring at the ensuing
Annual General Meeting and offer themselves for re-appointment till the
conclusion of the next Annual General Meeting of the Company. The
Company has received a written consent from M/s. B.J.D. Nanabhoy & Co.,
Cost accountants to such appointment, certificate that appointment if
made shall be in accordance with the conditions as prescribed and that
they satisfies the criteria as provided in section 141 of the Companies
Act, 2013. For the year 2013-14, the Cost Audit Report will be filed in
due course, before the due date.
7. INSURANCE
Your Company''s assets continue to be adequately insured against the
risk of fire, riot and earthquake among other things. In addition to
the above, adequate coverage has been taken to cover the public
liability and product liability claims.
8. FOREIGN EXCHANGE MANAGEMENT
The Company''s exposure to foreign exchange risk comprises the risk of
foreign currency versus the local currency. As the Company''s Export
Sales are more than its Imports of Raw Material, the foreign exchange
risk is naturally hedged. However, the Company takes forward contract
for export or import on selective basis.
9. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff, which enabled it to achieve this performance level on all
fronts.
10. PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom information under
sub-section 2A of section 217 of the Companies Act, 1956 is required to
be furnished.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
state that:
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith the 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 at the end of the financial year and of the profit or
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, 1956 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.
12. CORPORATE GOVERNANCE
Your Company believes in transparency and has always maintained a very
high level of corporate governance. As required by Clause 49 of the
Listing Agreement, a detailed report on Corporate Governance alongwith
the Compliance Certificate from the Auditors is annexed hereto and
forms part of this Report.
13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure -I which forms
part of this report.
15. APPRECIATION
Your Directors wish to place on record their sincere appreciation to
the devoted employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the forefront of the industry.
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the vendors and stakeholders,
Banks, Central and State Government authorities, Customers and other
business associates, who have extended their valuable sustained support
and encouragement during the year under review. It will be the
Company''s endeavour to build and nurture the strong links with its
stakeholders.
For and on behalf of the Board of Directors
S. Mohan Devendra J. Shrimanker
Whole-time Director Director
Place : Mumbai
Date : 29th May, 2014
Mar 31, 2013
Dear Members,
The Directors are pleased to present the 26th Annual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31 st March, 2013.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2013 is summarised below: -
(Rs.in Lacs)
Particulars Financial
Year Financial
Year
2012-13 2011-12
Gross Income 11,538.07 9,730.23
Profit before Interest
and Depreciation 774.07 517.80
Less: Interest 264.39 138.68
Profit before Depreciation 509.68 379.12
Less: Depreciation 118.27 134.17
Profit for the year 391.41 244.95
Add: Deferred Tax Credit 40.56
Net Profit After Tax 391.41 285.51
Financial performance:
Your Company improved upon last year''s performance during the year
under review. Gross Income of your Company increased by 18.58% to Rs.
11,538.07 Lacs as against X 9,730.23 Lacs in the previous year. The
export turnover grew sizeable to Rs. 465 Lacs from Rs. 25.45 Lacs in
previous year. The EBIDTA increased by 49.49% to Rs. 774.07 Lacs from Rs.
517.80 Lacs in 2011-12. The Company earned Net Profit of Rs. 391.41 Lacs
during the year as against Rs. 285.51 Lacs in the previous year
registering the growth of 37.09% in Net Profit after Tax. This has been
achieved through continued focus on business development and tight
controls on the operating cost.
2. BONUS ISSUE OF EQUITY SHARES TO NON PROMOTER SHAREHOLDERS
The Company had complied with the requirement of minimum public
shareholding of 25% pursuant to Clause 40A of the Listing Agreement by
way of issue of 6,38,296 Bonus Equity Shares to Non Promoter
Shareholders in the ratio of 2 : 3 i.e. Two (2) fully paid up Equity
Shares of Rs. 10/- for every Three (3) fully paid up Equity Shares held.
The new Equity Shares shall rank pari passu in all respects with the
existing Equity Shares including dividend. The additional Equity Share
Capital was admitted for listing at Bombay Stock Exchange and Ahmedabad
Stock Exchange on 1st January, 2013 and 29th January, 2013
respectively.
The present shareholding of Promoter and Promoter Group including
Person Acting in Concert in your Company is 74.71% and whilst the
Public Shareholding is 25.29% of the total paid up capital of the
Company.
3. DIVIDEND
The Board of Directors is pleased to recommend dividend for the 2nd
consecutive year of Re. 1/- per Equity Share of Rs. 10/- each. This
dividend is subject to the approval of the Members at the forthcoming
26th Annual General meeting scheduled to be held on 13th August, 2013.
4. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956.
5. DIRECTORS
Shri Devendra J. Shrimanker and Shri Shyam C. Balsekar, Directors of
the Company, retire by rotation and being eligible, offer themselves
for re-appointment at the ensuing Annual General Meeting.
The term of Shri S. Mohan as Whole-time Director is concluding on 4th
August, 2013 and the same is being renewed for a further period of 3
years w.e.f. 5th August, 2013. subject to approval of shareholders at
the ensuing Annual General Meeting.
6. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire
as Statutory Auditors of the Company at the ensuing Annual General
Meeting and offer themselves for re-appointment. The Company has
received a letter from the retiring auditors that their appointment as
Statutory Auditors, if made, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
7. COST RECORDS
The Central Government vide Cost Audit Order F.No.52/26/CAB- 2010 dated
24.01.2012, had made maintenance of Cost records applicable to all
companies engaged in activities of manufacturing of ''Organic &
Inorganic Chemicals'' under chapters 28, 29, 32 and 39 of Central Excise
Tariff Act, 1985. Accordingly, the Company had appointed M/s. B.J.D.
Nanabhoy & Co. as Cost Auditors, for the purpose of cost audit of
product ''Ethyl Acetate'' for Financial Year 2013-14. For the year 2012-
13, the cost Audit Report will be filed in due course, before the due
date.
8. INSURANCE
Your Company''s assets continue to be adequately insured against the
risk of fire, riot and earthquake among other things. In addition to
the above, adequate coverage has been taken to cover the public
liability and product liability claims.
9. FOREIGN EXCHANGE MANAGEMENT
The Company''s exposure to foreign exchange risk comprises the risk of
foreign currency versus the local currency. As the Company''s Export
Sales are more than its Imports of Raw Material, the foreign exchange
risk is naturally hedged. However, the Company takes forward contract
for export or import on selective basis.
10. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff, which enabled it to achieve growth in performance level on
all fronts.
11. PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom information under
sub-section 2A of Section 217 of the Companies Act, 1956 is required to
be furnished.
12. DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
state that:
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith the 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 at the end of the financial year and of the profit or
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, 1956 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.
13. CORPORATE GOVERNANCE
Your Company believes in transparency and has always maintained a very
high level of corporate governance. As required by Clause 49 of the
Listing Agreement, a detailed report on Corporate Governance alongwith
the Compliance Certificate from the Auditors is annexed hereto and
forms part of this Report.
14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure -I which forms
part of this report.
15. APPRECIATION
Your Directors wish to place on record their sincere appreciation to
the employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the forefront of the industry.
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the vendors and stakeholders
including Bank, Central and State Government authorities, Customers and
other business associates, who have extended their valuable sustained
support and encouragement during the year under review. It will be the
Company''s endeavour to build and nurture the strong links with its
stakeholders.
For and on behalf of the Board of Directors
S. Mohan Rajendra V. Shah
Whole-time Director Director
Place : Mumbai
Date :23rd May, 2013
Mar 31, 2012
The Directors are pleased to present the Twenty-fifth Annual Report on
the business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2012.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2012 is summarised below: -
(Rs. in Lacs)
Financial Year Financial Year
2011-2012 2010-2011
Gross Income 9,730.24 6123.82
Profit/(Loss) before Interest
and Depreciation 517.80 363.63
Less: Interest 138.68 28.99
Profit/(Loss) before
Depreciation 379.12 334.64
Less: Depreciation 134.17 128.13
Profit/(Loss) for the year 244.95 206.51
Add : Deferred Tax Credit 40.56 61.49
Net Profit/(Loss) for
the year after Tax 285.51 268.00
Financial performance:
Your Company improved upon last year's performance during the year
under review. Gross Income of your Company increased by 59% to Rs.
9,730.24 Lacs as against Rs. 6,123.82 lacs in the previous year. During
the financial year under review, the Profit before Interest and
Depreciation increased by 42% to Rs. 517.80 Lacs as against Rs. 363.33 Lacs
in the previous year. The Company earned Net Profit of Rs. 285.51 Lacs
during the year as against Rs. 268.00 Lacs in the previous year
registering thereby a growth of 6.53% in Net Profit after Tax. This has
been achieved through continued focus on business development and
lowering the operating cost.
2. REVOCATION OF SUSPENSION IN TRADING
The Board of Directors of the Company had applied to the Bombay Stock
Exchange Limited for Revocation of Suspension of trading in Equity
Shares of the Company. On completing of all the revocation formalities,
the Bombay Stock Exchange Limited had vide their Notice no. 20111103-14
dated 3rd November, 2011, granted approval for trading in Equity Shares
of the Company from Friday the 11th November, 2011. Accordingly, the
Equity Shares of the Company are now actively traded on the Bombay
Stock Exchange Limited.
3. DIVIDEND
The Board of Directors is pleased to recommend dividend of Rs. 1/- per
Equity Share of Rs. 10/- each. This dividend is subject to the approval
of the Members at the forthcoming 25th Annual General meeting to be
held on 14th August, 2012.
In the previous year, to maintain liquidity dividend was not
recommended.
4. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 from the public.
5. DIRECTORS
Dr. Sampatraj B. Chandalia and Shri Girish M. Kajaria, Directors of the
Company, retire by rotation and being eligible; offer themselves for
re-appointment at the ensuing Annual General Meeting.
6. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire
as Statutory Auditors of the Company at the ensuing Annual General
Meeting and offer themselves for reappointment. The Company has
received a letter from the retiring auditors that their appointment as
Statutory Auditors, if made, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
7. INSURANCE
Your Company's assets continue to be adequately insured against the
risk of fire, riot and earthquake among other things.
In addition to the above, adequate coverage has been taken to cover the
public liability and product liability claims.
8. FOREIGN EXCHANGE MANAGEMENT
The Company's exposure to foreign exchange risk comprises the risk of
foreign currency versus the local currency.
9. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff in all its Divisions, which enabled it to achieve this
performance level on all fronts.
10. PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom information under
sub-Section 2A of Section 217 of the Companies Act, 1956 is required to
be furnished.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
state that
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith the 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 at the end of the financial year and of the profit or
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, 1956 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.
12. CORPORATE GOVERNANCE
Your company believes in transparency and has always maintained a very
high level of corporate governance. As required by Clause 49 of the
Listing Agreement, a detailed report on Corporate Governance is given
as an annexure to this Report. Your company is in full compliance with
the requirements and disclosures that have to be made in this regard.
13. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure -I which forms
part of this report.
14. APPRECIATION
Your Directors wish to place on record their sincere appreciation to
the employees at all levels for their hard work, dedication and
commitment. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the forefront of the industry.
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the Vendors and Stakeholders
including Financial Institutions, Banks, Central and State Government
Authorities, Customers and other Business Associates, who have extended
their valuable sustained support and encouragement during the year
under review. It will be the Company's endeavour to build and nurture
the strong links with its stakeholders.
For and on behalf of the Board of Directors
S. Mohan Rajendra V. Shah
Whole-time Director Director
Place : Mumbai
Date : 28th May, 2012
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting their Twenty-fourth Annual
Report on the business and operation of the Company together with the
Audited Accounts for the year ended 31st March, 2011.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2011 is summarised below: -
(Rs. in Lacs)
Financial Financial
Year Year
2010-2011 2009-2010
Gross Income 6123.82 4538.55
Profit/ (Loss) before Interest and
Depreciation & Extraordinary item 363.63 204.62
Less: Interest 28.99 25.06
Profit/(Loss) before Depreciation &
Extraordinary item 334.64 179.56
Less: Depreciation 128.13 109.30
Profit/(Loss) for the year before
Extraordinary item 206.51 70.26
Add/Less: Exceptional item - 6.36
(Provisions/Balances Written Off/
Back)
Net Profit/(Loss) for the year after
Extraordinary item 206.51 76.62
Add: Benefits / (Taxes) 61.49 30.90
Net Profit/(Loss) for the year after
Tax 268.00 107.52
Your Company improved upon last year's performance during the year
under review. Gross Income of your Company increased by 35% to Rs.
6123.82 Lacs as against Rs. 4538.55 Lacs in the previous year. During
the financial year under review, the Profit before Interest,
Depreciation and Exceptional Items increased by 77% to Rs. 363.63 Lacs
as against Rs. 204.62 Lacs in the previous year. The Company earned
Net Profit of Rs. 268.00 Lacs during the year as against Rs. 107.52
Lacs in the previous year registering thereby a growth of 149% in Net
Profit after Tax. This has been achieved through continued focus on
business development and lowering the operating cost.
Indian Overseas Bank, has sanctioned Working Capital Loan of Rs.7.00
Crores as Fund Based Limit, 3.00 Crores as Non Fund Based facility and
Term Loan of Rs. 3.50 Crores.
3. DIVIDEND
To consolidate the Financial Strength of the Company and to maintain
liquidity, the Board of Directors do not recommend any dividend in this
Financial Year.
4. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 from the public.
5. DIRECTORS
The term of Shri Rajendra V. Shah as Managing Director of the Company
expired on 13th July, 2010 and he has expressed his unwillingness to be
reappointed as Managing Director. However, he continued as the member
of the Board as a Non-executive Director.
Shri Rajendra V. Shah and Shri Shyam C. Balsekar, Directors of the
Company, retire by rotation and being eligible; offer themselves for
reappointment at the ensuing Annual General Meeting.
Shn Vinay V. Joshi, Director of the Company resigned with effect from
5th August, 2010. The Board placed on record their appreciation for the
valuable services and support rendered by him during his tenure on the
Board of the Company.
Shri S. Mohan was appointed as the Whole-time Director designated as
Director (Works) of the Company with effect from 5th August, 2010.
6. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire
as Auditors of the Company at the ensuing Annual General Meeting and
being eligible, have confirmed their willingness for re-appointment.
7. INSURANCE
The Company has adequately insured its insurable assets
8. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff in all its Divisions, which enabled it to achieve this
performance level on all fronts.
9. PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom information under
Sub-section 2A of Section 217 of the Companies Act, 1956 is required to
be furnished.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
state that
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with the 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 at the end of the financial year and of the profit or
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, 1956 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.
11. CORPORATE GOVERNANCE:
As per the requirement of listing agreement with the Stock Exchanges,
your company has complied with the requirement of Corporate Governance
in all material aspects.
A report on Corporate Governance together with a certificate of its
compliance from Statutory Auditors, forms part of this report.
12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure-I which forms part
of this report.
13. APPRECIATION
Your Directors wish to place on record their appreciation of whole
hearted co-operation and support from Shareholders, Employees,
Suppliers & Customers, Bankers, Financial Institutions, and various
Government Agencies and look forward to the same extent of co-operation
and cordial support.
For and on behalf of the Board of Directors
S. Mohan Rajendra V. Shah
Whole-time Director Director
Mar 31, 2010
The Directors are pleased to present the Twenty-third Annual Report,
together with the Audited Accounts of the Company for the year ended
31st March, 2010.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended
31st March, 2010 is summarised below: -
(Rs. in Lacs)
Financial Year Financial Year
2009-2010 2008-2009
Gross income 4538.55 2132.01
Profit/(Loss) before Interest
and Depreciation & Extraordinary item 204.62 233.34
Less : Interest 25.06 52.60
Profit/(Loss) before Depreciation
& Extraordinary item 179.56 180.74
Less : Depreciation 109.30 99.34
Profit/(Loss) for the year before
Extraordinary item 70.26 81.40
Add/Less: Exceptional item 6.36 12.77
(Provisions/Balances Written
Off/Back)
Net Profit/(Loss) for the year
after Extraordinary item 76.62 68.63
Less : Taxes - 1.44
Net Profit/(Loss) for the year after Tax 76.62 67.19
2. a) RESULTS & OPERATIONS:
The Companys turnover for the year was Rs. 4538.55 Lacs against Rs.
2132.01 Lacs in the previous year, registering an increase by 113%.
Essentially because of more than optimum capacity utilization of Ethyl
Acetate Plant. The Net Profit after tax was Rs. 76.62 Lacs for the year
under review, as compared to Rs.67.19 Lacs in the previous year.
As you are aware, the performance of the Ethanol and Ethanol based
chemical industry is to some extent dependant on performance of the
sugar sector as the raw material for this industry namely Molasses and
Alcohol are derived from sugar industry. The sugar production during
season 2008-09 (October to September) was lower by more than 40%
compared to earlier season. Due to the lower sugar production, the
prices of Ethanol went up by over 50% during this year. However, the
prices of the finished products manufactured by the Company could not
increase due to the recessionary impact on the chemical industry and
especially on the chemicals manufactured by the Company. The prices
infact were lower during current year vis-a-vis previous year.
The sugar production during season 2009-10 (October to September) has
shown substantial improvement and is expected to be around 19 million
M.T. against 14.6 million M.T. of previous year. The production during
season 2010-11 is also expected to rise substantially. This would
improve the availability of Molasses and Alcohol during financial year
2010-11. We also expect raw material prices to come down during
2010-11. This would result in improved profitability of the Company in
2010-11.
2. b) CAPITAL EXPENDITURE:
i. Boiler:
The Company has successfully commissioned coal fired boiler and it has
been operating satisfactorily during the year under review. Due to
this, there is saving of over 20% in cost of steam generation. During
the year, the company has also installed variable frequency drive
controls on the boiler, which has resulted in the saving in power to
the tune of 1000 KWH/day. ii. Back Pressure Steam Turbine:
The Company has installed and commissioned one 600 KW Back Pressure
Steam Turbine during February, 2010. However, the benefits of this
turbine would be available during the year 2010-11. iii. Raw Material
& Finished Goods Storage Tanks:
The Company is also augmenting storage tank capacities for raw material
& finished products . This would improve the competitiveness in the
procurement of raw material as well as marketing of chemicals produced
by the Company.
iv. Acetic Anhydride:
The Company has been exploring various options for diversification and
adding new products for sustained growth over the years. The Board has
now narrowed down the choice and decided to go ahead with the project
to manufacture Acetic Anhydride. This product is used as drug
intermediate and raw material in various industries. There are many
derivatives of Acetic Anhydride or its intermediate products, which
woutd provide further opportunities for diversification. Acetic
Anhydride also provides synergy in terms of raw material as well as
market. The Company plans to commission this project during second half
of 2011.
4. STATUS UNDER BIFR:
The Company had filed Miscellaneous Application to the Board for
Industrial & Financial Reconstruction (BIFR). In the hearing held on
14lh October, 2009 before the Honble Bench-I of BIFR, wherein it was
stated that the Company had substantially implemented the sanctioned
scheme issued by BIFR and the Net-worth of the Company has became
positive. The Company has therefore ceased to be a sick industrial
undertaking within the meaning of Section 3(1 )(o) of SICA. The Honble
Bench has therefore discharged the Company from the purview of
SICA/BIFR and accordingly the Company was deregistered from BIFR.
5. DIVIDEND
In view of the accumulated losses the Directors are unable to recommend
any dividend for the year under reyiew.
6. FIXED DEPOSITS
The Company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 from the public.
7. DIRECTORS
Shri Vinay V. Joshi and Shri Girish M. Kajaria, Directors of the
Company, retire by rotation and being eligible, offer themselves for
reappointment at the ensuing Annual General Meeting.
As the Company has been discharged from the purview of SICA/BIFR, Shri
Ajai O. Bhambi, the Special Director appointed by the BIFR on 9th
September, 1997 ceased to be the director of the Company with effect
from 29th January, 2010. The Board placed on record its sincere
appreciation for the contribution made by him during the tenure of his
office as Special Director of the Company. Smt. Pragna R. Shah,
Director of the Company also resigned with effect from 29th January,
2010. The Board placed on record valuable services rendered by her
during the tenure of her office as Director of the Company.
8. AUDITORS
M/s. Desai Saksena & Associates, Chartered Accountants, Mumbai, retire
as Auditors of the Company at the ensuing Annual General Meeting and
being eligible, have confirmed their willingness for re-appointment.
9. INSURANCE
The Company has adequately insured its insurable assets
10. INDUSTRIAL RELATIONS
The Company maintains harmonious and cordial relations with its workers
and staff in all its Divisions, which enabled your company to achieve
this performance level on all fronts.
11. PARTICULARS OF EMPLOYEES
The Company has no employees in respect of whom information under
Sub-section (2A) of Section 217 of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended as on
date is required to be furnished.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
state that
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith the proper
explanation relating to material departures;
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for that period;
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(iv) The Directors have prepared the annual accounts on a going concern
basis.
13. CORPORATE GOVERNANCE:
As per the requirement of listing agreement with the Stock Exchanges,
your company has complied with the requirement of Corporate Governance
in all material aspects.
A report on Corporate Governance together with the certificate of its
compliance from Statutory Auditors, forms part of this report.
14. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with the companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in Annexure -I which forms
part of this report.
15.APPRECIATION
Your Directors wish to place on record their appreciation of whole
hearted co-operation"and support from Shareholders, Employees, Bankers,
Financial Institutions, and various Government Agencies and look
forward to the same extent of co-operation and cordial support at all
levels.
For and on behalf of the Board of Directors
Rajendra V. Shah
Chairman & Managing Director
Place : Mumbai
Date : 13th May, 2010