|Pondy Oxides and Chemicals Ltd [POCL] was incorporated on 21st March 1995 and obtained certificate of commencement of business on 31.03.1995.
Mr R D Bansal, promoted Pondy Oxides and Chemicals, a partnership firm which was constituted on 27th November 1992 and commenced commercial operations in July 1993. The firm started its activities in trading of zinc oxide and lead sub-oxide. Subsequently it started the manufacture of zinc oxide by putting up a manufacturing facility in Pondicherry.
The financials of the partnership firm from the first year of commercial operations is given below
Particulars Year ended Year ended For the
31.03.94 31.03.95 period
(Audited) (Audited) (Audited)
Installed Capacity (Tonnes)
Zinc Oxide 480 600 720
Lead Oxide 600 1200 1200
Litharge - - -
Zinc - - -
Sales 90.64 454.07 205.99
Interest 4.16 15.39 7.32
Depreciation 2.96 6.28 -
Profit Before Tax 0.26 11.52 9.45
Tax 0.09 - -
Profit After Tax 0.17 11.52 9.45
Partner's Capital 16.81 43.12 95.30
Loan Funds 16.84 28.82 15.97
Fixed Assets 24.52 39.28 77.31
The partnership Company acquired the Land, Building and Machinery from PIPDIC through an Open Tender Offer at a total cost of Rs.21,44,575/-. To finance this acquisition PIPDIC has sanctioned a term loan of Rs.16,08,431/- at an interest of 19% per annum and repayable in 10 equal
quarterly instalments. This loan has been completely repaid and settled by the partnership firm before the acquisition by the company.
The partnership firm is now taken over by Pondy Oxides and Chemicals Ltd for a consideration of Rs.75 lacs. This purchase consideration is based on valuation of the assets by the approved valuers. The salient features of the takeover of the partnership concern are :-
1) The agreement was entered into on 1st August 1995.
2) All the assets including the lease hold right will be transferred to the Limited Company for a consideration of Rs.75.00 lacs and in lieu of this shares of Pondy Oxides and Chemicals Ltd have been allotted to the partners of the firm.
3) Mr. Anil Kumar Bansal, one of the partners will be appointed as the Managing Director of the Limited Company.
4) The limited company shall duly discharge all the liabilities of pondy oxides.
Valuation of assets has been carried out during the tenure of the partnership firm. The assets were valued by M/s. N Ramakrishnan B.E., MIE. FIV vide his letter dated 07.07.1995 and Mr. Arul Jothi Sivasubramaniam B.E., MIE vide his letter dated 10.05.1995. approved valuers and chartered engineers. The valuation of the assets as per
this report exceeds the book value by Rs.36.79 lacs. The assets and liabilities excluding partners capital of the partnership company is given below:
SCHEDULE OF ASSETS
[Rupees in Lacs]
Fixed Assets 77.31
Current Assets 200.55
Less : Current Liabilities
& Provisions 126.56
Net current Assets 73.99
Misc. expenses not written off 0.06
SCHEDULE OF LIABILITIES
Capital A/c of Partners 95.30
- working capital 40.53
- unsecured loans 15.36
- others 0.17
The purchase consideration has been settled by issuing 7,50,000 Equity Shares of Rs.10/- each at par.
Pondicherry Industrial Promotion Development and Investment Corporation Ltd (PIPDIC) vide their letter F-45-22/FB/93 dated 30th June 1995 has accorded its approval for change in constitution from partnership company to public limited company.
It is also proposed to acquire additional machineries and equipments to be installed in the Industrial Estate at Pondicherry. The original life of the plant and machinery proposed to be taken over is 10 years. It is estimated that these machineries will have a residual value of 5 years.
These estimates are management's own estimates. Since the partnership firm is already carrying on production activities, this will give the Company immediate manufacturing facility.
SUBSIDIARIES OF THE COMPANY
The Company does not have any subsidiaries.
MAIN OBJECTS OF THE COMPANY
1. To takeover the existing business of 'Pondy Oxides and Chemicals' a partnership firm as a running concern with all assets and liabilities including tenancy rights, patent rights, brand rights and bank liabilities.
2. To carry on the business of manufacturing, distributing, buying, selling, supplying, converting, importing, exporting, storing, stocking, zinc metal, lead metal, zinc ingots, zinc dross, zinc oxide, lead sub-oxide, litharge, red lead, zinc lead salt and oxide, salts and oxides of other metals.
3. To carry on the business of manufacturing, importing, exporters, dealers in heavy chemicals, acids alkalies, petrochemicals, petrochemicals derivatives, refrigerants, carbon black, cresols, chemical compounds ad chemicals of all kinds (solid, flakes, liquid and gaseous), analytical chemists, antibiotics, tannis, chemical auxiliaries, disinfectants, insecticides, fungicides, deodorants and
dealers in chemical products of any kind whatsoever and as wholesale and retail chemicals and druggists and as chemical engineers and analytical chemists.
4. To manufacture, prepare, import, export buy, sell, supply, distribute, store. stock maintain and or otherwise handle, deal in and carry on business in therapeutic, chemotherapeutic, pharmaceutical, bacteriological, parasitological, virological, immunologicalm
endocrinological, biological, microbiological, chemical and biochemical, electrlytic, homeopathic, ayurvedic and other tropical and or Indian theropathic, nutritional, herbal, vegetable, vertinary, botinal, chemicals, drugs, ingredients, products, compounds, mixtures, tablets, pills, capsules, powders, preparations and materials, injections,
vaccines and such other substances as may be put to medical and or biomedical use.
5. To carry on the business of manufacturing, preparing, importing, exporting, buying, selling, supplying, distributing, storing, stocking, maintaining and of otherwise dealing in all kinds and varieties of medical bio-medical and surgical apparatus instruments, equipment,
-The Company has issued Bonus Shares in the Ratio of 1:10.
- Pondy Oxides & Chemicals Ltd has appointed Mr. P N Sridharan as Additional Director of the Board w.e.f. April 24, 2008.