Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the Thirtieth Annual Report
together with the audited financial statements for the year ended March
31,2015.
The performance of the Company for the year ended 31st March 2015 is
summarized below
(Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Revenue from operations and 39,272.70 50,097.70
Other Income
Profit/(Loss) before Interest, (2,607.24) (443.46)
Depreciation and Tax
Interest & Finance Charges 1,531.47 1,592.29
Depreciation 1,295.35 1,490.72
Provision forTax - 9.10
Deferred Tax (69.53) 76.72
Net Profit/(Loss) for the year (5,364.53) (3,612.29)
Accumulated Profit/(Loss) (5,969.71) (2,357.42)
Brought forward From Balance
Sheet
Transfer from Accumulated (11.39) -
Depreciation
Total Distributable profit/(Loss) (11,345.63) (5,969.71)
Dividend Nil Nil
Dividend Tax Nil Nil
Profit/(Loss) Carried over to (11,345.63) (5,969.71)
the Balance Sheet
Revenue from operations and other income for the year under review was
Rs. 39,272.70 lacs and for previous year Rs. 50,097.70 lacs and the
loss before tax was Rs. (5,434.05) and for previous year (3,526.48)
lacs. The loss after tax including loss carried over to the Balance
Sheet stands at Rs. (11,345.63) and for previous year (5,969.71) lacs.
BUSINESS REVIEW
Indian Metallurgical Coke Industry is in developing stage and demand
and supply gap met by imported coke and merchant coke plants. The
Indian steel industry needs about 35 million tonnes of coke per year,
out of which about 20 to 25 million tonnes are met from captive
capacities leaving a balance of 10 million tonnes. The installed
capacity of merchant met coke is said to be 10 million tonnes per annum
but the actual plant utilisation is said to be only 30%-35%, due mostly
to cheaper imports from China. India lacks locally available coke
displacement options that exist in other countries. It is likely to
remain the world's single largest import market for coke. The
government is pushing towards phased de-regulation of the coal sector
to tap its full potential and it also provide incentive for new
technologies in underground mining.
The global economy is exhibiting strong signals of recovery and the
Indian economy with a GDP forecast of over 7% suggests that the worst
is behind us and we are seeing a revival all around. Indian steel
consumption is growing at the rate of 6%. Met coke, the demand of which
is directly linked to steel production, is obviously going to share the
same fortune. India has a severe shortfall of good quality hard coking
coal, which is being primarily met by imports. This demand supply gap
is further going to increase in days to come with India trying to meet
its target of 300 million tonnes by 2020 from current levels of around
53 million tonnes perannum.
It is estimated that by 2018 as per the current projections, India
would need more than 75 million tonnes of coking coal. With China
closing some of its coal mines and becoming a net importer of coking
coal, it has become a commodity in global short supply and hence there
is an increased demand for coke in the market. All these spell a
wonderful future for your company.
OPERATIONS & FUTURE PROSPECTS
* The present aggregate manufacturing capacity of your Company is
130,000 TPA and expansion plans are in place to increase the capacity
to 500,000 TPA by 2018 and by 1 Million TPA by 2020. Your Company has
shifted the strategy of Product Sales from Whole Sale to Retail in
order to achieve maximum realisation. Your Company is focused on
manufacturing highest quality metallurgical coke from the existing/
upcoming plants by sourcing finest grade of coking coal across the
world and introduce Best Operating Practices across all functions in
delivering consistent quality products and services offerings to the
market
* To improve the sale and maximize the realisation, your Company's key
strategies is
i) focusing on continue improvement on capacity utilization and product
quality/services from the existing plants.
ii) Install Power Co-Generation Unit in all Coking Plants. Maximize
availability and utilisation of power plant and re-negotiate
powertariffs.
iii) Increase the coke manufacturing capacity in terms of brownfield
and greenfield expansion to economise the cost of products. De-risking
of product profile by expanding into the fragmented dealer markets.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and outlook of the
company and its business is given in the Management Discussion and
Analysis Report, which forms a part of this report.
DEPOSITORY SYSTEM
Your Company's Equity Shares are available in dematerialized form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDSL). As at 31s' March 2015, 99.91%
of the Equity Shares of the Company were held in demat form.
DIVIDEND
Your Directors have not recommended dividend in view of the losses
incurred by the company during the year.
DEPOSITS
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies (Acceptance of Deposits)
Rules, 2014 as amended.
DISCLOSURES UNDER THE COMPANIES ACT 2013
i) Extract of Annual Return:-
The extract of the Annual Return in the form MGT - 9 as required under
Section 92 (3) and 134 (3) of the Act is attached to this Report as
Annexure -1.
ii) Numberof Board Meetings
The Board of Directors met 8 (Eight) times in the year 2014-15. The
details of the board meetings and the attendance of the Directors are
provided in the Corporate Governance Report.
iii) Change in Share Capital
During the year under review, there is no change in the Share Capital
of the Company.
iv) Composition of Audit Committee
The Board has constituted the Audit Committee which comprises of Mr.R.
Ramakrishnan as the Chairman and Mr. K.U. Sivadas and Mr. Aravind
Subramaniam as the members. More details on the committee are given in
the Corporate Governance Report.
v) Related Party Transactions
All the related party transactions are entered on arm's length basis
and are in compliance with the applicable provisions of the Act and the
Listing Agreement. There are no materially significant Related Party
transactions made by the Company with Promoters, Directors or Key
Management Personnel etc. which may have potential conflict with the
interest of the company at large
All Related Party Transactions are presented to the Audit Committee and
the Board. A statement of all related party transactions is presented
before the Audit Committee specifying the nature, value and terms and
conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is
uploaded on the Company's website at the Web
Link:http://www.ennorecoke.com/ investors/Policy on Related Party
transactions
Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of section
188 is enclosed as Annexure - D in Form AOC-2.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2015 AND MAY 22, 2015
(DATE OF THE REPORT)
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (March
31,2015) and the date of the Report (May 22,2015).
INTERNAL CONTROL SYSTEM
The Company has in place an adequate system of internal controls
commensurate with its size, requirements and the nature of operations.
These systems are designed, keeping in view the nature of activities
carried out at each location and the various business operations. The
company has documented a robust and comprehensive internal control
system for all the major processes to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic
goals, compliance with policies, procedures, laws and regulations,
safeguarding of assets and economical and efficient use of resources.
The formalised systems of control facilitate effective compliance as
per Clause 49 of the Listing Agreement. The Company also has well
documented Standard Operating Procedures (SOPs) for various processes
which is periodically reviewed for changes warranted due to business
needs.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal controls system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company and its subsidiaries.
Based on the report of internal audit, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. During the year, the Audit Committee met regularly to review
reports submitted by the Internal Audit. All significant audit
observations and follow-up actions thereon were reported to the Audit
Committee. The Audit Committee also met the Company's Statutory
Auditors to ascertain their views on the financial statements,
including the financial reporting system, compliance to accounting
policies and procedures, the adequacy and effectiveness of the internal
controls and systems followed by the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meeting of Board and its Powers) Rule 2014 and Clause
49 of the Listing Agreement, the Board of Directors had approved the
Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the
website of the Company. The Policy inter-alia provides Whistle Blower,
a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year
The Whistle Blower Policy as approved by the Board is uploaded on the
Company's website at the Web Link:
http://www.ennorecoke.com/lnvestors/Corporate Governance/Whistle Blower
Policy.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In terms of Section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company have constituted a CSR
Committee. The Committee comprises of all Independent Directors. Since
the average net profits of the company made during the three
immediately preceding financial years was negative, the Company was not
required to spend any money on CSR activities during the previous year.
DIRECTORS AND KEY MANAGERIAL PERSON
1. CESSATION
Mr. G. Natarajan has resigned from the Board with effect from 31 "March
2015. The Board placed on records its appreciation forthe valuable
services rendered by Mr. G. Natarajan.
2. APPOINTMENT
Ms. J. Kotteswari (DIN No. 02155868) has been appointed as an
Additional Director under Section 161 of the Companies Act, 2013 with
effect from March 31,2015.
Ms. J. Kotteswari is a Chartered Accountant and she has over 20 years
of experience in Project Cost Management, Banking, Management
Information Systems, Internal Audit, Review of Capex and Consolidation
of financials, Treasury, and Cost control. She has also handled
Manufacturing accounts in factory, Marketing finance and corporate
finance and M&A activities. Prior to joining our Group Ms. J.
Kotteswari was working as Vice President Finance and Accounts at M
AChidambaram Group.
Ms. J. Kotteswari is the Chief Financial Officer of M/s. Shriram
Industrial Holdings Limited, our Group Company since January 2013 and a
key member of the management team.
As an Additional Director of the Company shall hold office upto the date
of ensuing Annual General Meeting. The Company has received a notice as
per the provisions of Section 160(1) ofthe Companies Act, 2013, from a
member proposing her appointment as Director. The Board of Directors
recommends herappointment.
Further details about the above directors are given in the Corporate
Governance Report as well as in the Notice of the ensuing Annual
General Meeting being sent to the shareholders along with Annual
Report.
3. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) and the Articles of
Association of the Company Ms. J Kotteswari (DIN No.02155868) will
retire by rotation at the ensuing Annual General Meeting of the company
and being eligible, offer herself for re-appointment. The Board
recommends her re-appointment.
4. APPOINTMENT OF INDEPENDENT DIRECTORS
Mr. K.U. Sivadas was appointed as an Independent Director at the Board
meeting held on May 20,2015 for a period of five years subject to the
approval of Shareholders. He has submitted the declarationsof
Independence as required pursuant to Section 149(7) of the Companies
Act, 2013, stating that he meet the criteria of Independence as
provided in Sub Section (6). The profile of the Independent Director
forms part of the Corporate Governance Report.
5. KEY MANAGERIAL PERSON
During the year under review, the Board took on record Mr. M Natarajan
Chief Executive Officer, Mr. A Ganesh Chief Financial Officer and Mr. M
Saravanan - Company Secretary as the Whole-time Key Managerial
Personnel of the Company under Section 203 of the Companies Act, 2013.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board was carried out
during the year under review. More details on the same is given in the
Corporate Governance Report.
REMUNERATION POLICY
The Remuneration Policy of the Company comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a director and
other related matters has been provided in the Corporate Governance
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 statements in terms of Section 134(3) (c) of the Companies
Act, 2013.
i) in the preparation of the annual accounts for the year ended 31st
March 2015, the applicable accounting standards have been followed
along with proper explanation relating to material departures if any;
(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 31st March 2015 and Profit and Loss and cash flow
of the Company forthe year ended on that date;
(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, 2013 for safe guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
(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; and
(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.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has always provided a congenial atmosphere for work to all
the employees that is free from discrimination and harassment including
sexual harassment. It has provided equal opportunities of employment to
all without regard to their caste, religion, colour, marital status and
sex. The Company has also framed a policy on "Prevention of Sexual
Harassment at workplace. There were no cases reported during the
financial year under review under the said policy.
AUDITORS
a) STATUTORY AUDITORS
M/s Sreedhar, Suresh & Rajagopalan, (Registration No. 003957S)
Chartered Accountants, Chennai, Statutory Auditors of the Company has
been appointed as Statutory Auditors of the Company as per Section 139
of the Companies Act, 2013 for a period of 3 years from the conclusion
of Twenty Ninth Annual General Meeting till the conclusion of Thirty
First Annual General Meeting by the members at the Annual General
Meeting held on September 22,2014.
As per Section 139(1) of the Companies Act, 2013 the company shall
place such appointment of the Statutory Auditors for ratification by
members at ensuing annual general meeting.
Members' attention is invited to the observation made by the Auditors
under "Emphasis of Matter" appearing in the Auditors Reports.
b) INTERNAL AUDIT
Internal Audit of the company is handled by M/s. Ravindran &
Associates, Chartered Accountants, Chennai for evaluating the adequacy
of internal controls and concurrently reviews majority of the
transactions in value terms.
Independence of the firm and compliance is ensured by the direct
reporting of the firm to the Audit Committee of the Board.
c) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company has appointed Ms. B. Chandra,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is annexed herewith
as "Annexure - E "
CORPORATE GOVERNANCE
Corporate Governance is based on some fundamental and basic principles
such as conducting the business with integrity and fairness, ensuring
transparency in all the transactions, making all relevant disclosures
as per the various Regulations in force and complying with all the laws
of the land, ensuring accountability and responsibility in all dealings
with the various stakeholders and commitment for conducting the
business in an ethical and transparent manner.
Your Company is committed to achieving and maintaining these high
standards of Corporate Governance and places high emphasis on business
ethics. The Report on Corporate Governance as stipulated under Clause 49
of the Listing Agreement forms part of the Annual Report.
The Company has laid down a well- defined Code of Conduct, which fairly
addresses the issues of integrity, conflict of interest and
confidentiality and stresses the need of ethical conduct, which is the
basis of good governance. This Code of Conduct is applicable to all the
members of the Board and the Senior Management Personnel. The
declaration regarding compliance with Ennore Coke Limited Code of
Conduct and Ethics for all Board Members and Senior Management
Personnel of the Company forms part of the Report on Corporate
Governance.
The Company is complying with all the norms laid down by the Regulatory
Authorities in all its functional areas. The Company Secretary is also
the Compliance Officer under Clause 47 of the Listing Agreement entered
into with the Stock Exchanges, to comply with various guidelines of
Securities and Exchange Board of India and Stock Exchanges.
The Company is promptly submitting a "Quarterly Compliance Report on
Corporate Governance" as per Clause 49 of the Listing Agreements with
the Stock Exchanges.
As part of the good Corporate Governance, the Company ensures that all
Investor Grievances are attended to and resolved in a timely manner as
per the records maintained by our Registrar and Transfer Agent.
The certificate from the Statutory Auditors, M/s Sreedhar, Suresh &
Rajagopalan, confirming compliance with the conditions of Corporate
Governance as stipulated under Clause 49 is reproduced in a separate
section elsewhere in the Annual Report.
INSIDERTRADING
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended, your Company has instituted a
comprehensive Code titled as "Ennore Coke Limited - Code of Conduct"
which lays down guide lines and advises the Directors and Employees of
the Company on procedures to be followed and disclosures to be made
while dealing in securities of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND 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)
Rule 2014, is annexed herewith as "AnnexureA".
PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under the 2013 Act and the rules framed
thereunder. The information required pursuant to Section 197 of the
2013 Act read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, is provided in Annexure B forming part of
this Report.
AUDIT REPORT AND EXPLANATION UNDER SECTION 134 OFTHE COMPANIES ACT,
2013
The Auditors' Report is self-explanatory and does not require any
further comments except that:
Point (a) of "Emphasis of Matter" in Auditors' Report:
The Company has intiated steps for transferring the Title in the name
of the Company
Point (b) of "Emphasis of Matter" in Auditors' Report:
The Management is of the opinion that the company is optimistic of
earning profits in the ensuing financial years and hence no adjustment
for reversal of Deferred Tax Asset is considered necessary.
Point (c) of "Emphasis of Matter" in Auditors' Report:
The Management is of the opinion that the balances due to the Company
are good and fully realisable and dues by the Company are fully payable
and will be settled in due course.
Point (d) of "Emphasis of Matter" in Auditors' Report:
The Management is confident that there is a fair chance of succeeding
in the appeal and the amount is fully recoverable and hence no
provision is warranted.
Point (e) of "Emphasis of Matter" in Auditors' Report:
The change in the accounting policy on accounting the inventory of
Stores consumables resulting in the understatement of loss by Rs.
20,31,788/-, the management has decided to account for inventory of
stores consumables for better control.
Point (f) of "Emphasis of Matter" in Auditors' Report:
The change in the accounting policy on accounting the finance charges
on pro rata basis resulting in understatement of losses by Rs.
5,30,991./-, the management has decided to adopt the matching concept
principle.
Point (g) of "Emphasis of Matter" in Auditors' Report:
The Company has not recognised, interest on loans advanced to/ loans
availed from a fellow subsidiary taking a prudent and conservative
view.
Point (vi) of the Annexure to the Auditors' Report:
The Company has since appointed Cost Auditor for the financial year
2014-15 and maintained the Cost Records under sub- section (1) of
Section 148 of the Companies Act, 2013.
Point (vii) (a) and (b) of the Annexure to the Auditors' Report:
The Company is in the process of regularising all statutory remittances
to the concerned department. A substantial level of taxes has been paid
subsequently as on the date of this report.
Point (xi) of the Annexure to the Auditors' Report:
The company had initiated the process of regularizing the bank dues and
as on the date of this report all dues have been updated.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation for the assistance,
support and cooperation extended by the Banks, Financial Institutions,
Government Authorities, Customers, Suppliers and all Members during the
year under review. Your Directors also wish to place on record their
appreciation for the committed services by all employees of the
Company.
For and on behalf of the Board
Ennore Coke Limited
Place: Chennai R. Ramakrishnan K.U. Sivadas
Date: 22.05.2015 Director Director
DIN 00809342 DIN 00498594
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Ninth Annual
Report together with the accounts of your Company for the year ended
March 31,2014.
FINANCIAL HIGHLIGHTS
(Rupees in Lacs)
Particulars 2013-2014 2012-2013
Revenue from Operations
and Other Income 50,090.91 35,885.07
Profit/(Loss)
before Interest,
Depreciation and Tax (438.11) (1,716.38)
Interest & Finance
Charges 1,597.64 1,935.96
Depreciation 1,490.72 1,622.38
Provision for Tax 9.10 99.61
Deferred Tax 76.72 (1,395.40)
Net Profit/(Loss) for the
year (3,612.29) (3,978.92)
Accumulated Profit/
(Loss) Brought forward
From Balance Sheet (2,357.42) 1,621.50
Total Distributable profit/
(Loss) (5,969.71) (2,357.42)
Dividend Nil Nil
Dividend Tax Nil Nil
Profit/(Loss) Carried over
to the Balance Sheet (5,969.71) (2,357.42)
Revenue from operations and other income for the year under review was
Rs. 50,090.91 lacs and for previous year Rs. 35,885.07 lacs and the
loss before tax was Rs. (3,612.29) lacs and for previous year (Rs.
3,978.92 lacs). The loss after tax including loss carried over to the
Balance Sheet stands at Rs. (5,969.71) lacs and for previous year (Rs.
2,357.42 lacs).
BUSINESS REVIEW
The Coke and steel market has witnessed turbulent times in the last
three years which has continuously seen erosion of coke prices while
there has been escalation in coal prices.
Added to this, there was dumping of metallurgical coke by various
Chinese companies on account of industrial slowdown in China also led
to glut of coke in India thus contributing to fall in coke prices in
Indian market. Further the Rupee losing its value and depreciated by
about 30% (i.e. Rs.60/$ from Rs.45/$) during the past 3 years had
worsened the situation. Delay in infrastructure projects implementation
directly hit the steel industry and due to this, its impact on coke was
severe. Further, part of the years production were affected due to by
shortage of Coal in view of certain Import Constraints.
With the advent of the new government Infra structure Projects have
also been announced and several other Project expected to announce and
Import duties have been rationalised which we hope the same might puts
the Coal and coke industry on the development path.
OPERATIONS & FUTURE PROSPECTS
Your Company resumed full fledged operations with the newly redesigned
coke oven batteries during the financial year 2013-14 achieving an
operative capacity of 1,30,000 mt per annum. It has already identified
new units and those will be in operations soon. Your company is also in
the process of taping Markets in other States. Your Company is also
pleased to announce that the production of Power has commenced through
Waste Heat Recovery and your company has been supplying power to the
State Electricity Board under Power Purchase Agreement. The Company
had successfully maintained its coke quality and could consistently
supply to end users like Tata Metalliks, Sun Flag Steel, Moneth Ispat
etc.
Your Company is currently revisiting its Marketing Model and proposes
to spread its presence across geographical locations. Your company will
persue identification of Dealers across the country to evenly spread
the customer base and increase profitability.
Going Forward, your company is currently regulating the Production
parameters which has resulted in enhanced yield.
PREFERENCE SHARES
During the year your Company has issued and allotted 10,00,00,000 fully
paid up Cumulative Redeemable Preference Shares (CRPS) of face value of
Rs.10/- each with a minimum coupon rate of 10% to Haldia Coke and
Chemicals Private Limited, after complying with the necessary
formalities and procedures.
DEPOSITORY SYSTEM
Your Company''s Equity Shares are available in dematerialised form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDSL). As at 31st March 2014, 99.91%
of the Equity Shares of the Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and outlook of the
company and its business is given in the Management Discussion and
Analysis Report, which forms a part of this report.
DIVIDEND
Your Directors have not recommended dividend in view of the losses
incurred by the company during the year.
DEPOSITS
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies (Acceptance of Deposits)
Rules, 1977 as amended.
DIRECTORS
Mr. G. Natarajan retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.
In Compliance with Section 149, 152 and other applicable provisions if
any, of the Companies Act, 2013, your Company is seeking appointment of
Mr. R Ramakrishnan and Mr. Aravind Subramanian as a Non-Executive and
Independent Directors of the Company for five consecutive years upto
the date of the Thirty Third Annual General Meeting of the Company. The
Company has received notice in writing along with requisite deposit
from a member under Section 160 (1) of the Companies Act, 2013, and
they are not subject to retire by rotation.
During the year, Mr. Rajeev Agarwal, Director resigned from the Board
with effect from 15th May 2014.
PARTICULARS OF EMPLOYEES:
There are no employees covered by Section 217 (2A) of the Companies
Act, 1956, read with Companies (particulars of employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) 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 loss of the
company for that period;
c) 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;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f) 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.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchange. A report on Corporate Governance along with a certificate
from the Auditors forms a part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
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 are provided as "Annexure 1" to this Report.
AUDITORS
M/s. Sreedhar, Suresh & Rajagopalan, (Firm Regn. No. 003957S)
Chartered Accountants, Chennai, the Statutory Auditors of the Company
retire at the ensuing Annual General Meeting and to hold office from
the conclusion of this Annual General Meeting until the conclusion of
the Thirty First Annual General Meeting of the Company.
The Company has received a letter from the Statutory Auditor to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 139 (1) and 141 of the Companies Act,
2013.
AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES
ACT, 1956
The Auditors'' Report is self-explanatory and does not require any
further comments except that :
Point (vii) of the Annexure to the Auditors'' Report
The Company has since appointed Internal Auditor under Section 138 of
the Companies Act, 2013 to take care of the Internal Audit System for
the financial year 2014-15.
Point (ix) (a) and (b) of the Annexure to the Auditors'' Report
The Company is in the process of regularising all statutory remittances
to the concerned department. A substantial level of taxes have been
paid subsequently as on the date of this report.
Point (xi) of the Annexure to the Auditors'' Report
The company had initiated the process of regularising the bank dues and
as on the date of this report all dues have been updated.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for their continued
assistance and support. The Directors also wish to thank the
Shareholders of the Company for their continued support even in this
global recession. Further the Directors also wish to thank the
customers and suppliers for their continued cooperation and support.
The Directors further wish to place on record their appreciation of
employees at all levels for their commitment and their contribution.
On behalf of the board
For ENNORE COKE LIMITED
Place : Chennai K U SIVADAS R RAMAKRISHNAN
Date : 13th August 2014 Director Director
Mar 31, 2013
The Directors have pleasure in presenting the Twenty Eighth Annual
Report together with the accounts of your Company for the year ended
March 31, 2013.
FINANCIAL HIGHLIGHTS
(Rupees in Lacs)
Particulars 2012-2013 2011-2012
Revenue 35885.07 63931.01
Profit/(Loss)before
Interest, Depreciation
and Tax (1716.38) 4314.09
Interest & Finance
Charges 1935.96 2330.41
Depreciation 1622.38 1499.63
Provision for Tax 99.61 200.16
Deferred Tax (1395.40) 82.18
Net Profit/(Loss) for the
year (3978.92) 201.71
Accumulated Profit /
(Loss) Brought forward
From Balance Sheet 1621.50 1419.79
Total Distributable
profit / (Loss) (2357.42) 1621.50
Dividend Nil Nil
Dividend Tax Nil Nil
Profit/(Loss) Carried over
to the Balance Sheet (2357.42) 1621.50
BUSINESS REVIEW
During the year, your company has not dealt with the much of trading
transactions and it is one of the reasons for achieving lesser turnover
when compared to last year.
- The Company has redesigned its coke oven batteries at Haldia, West
Bengal in order to enhance the production capacity of the battery and
also for cost reduction and in view of that the production was halted
till August 2012. The company has absorbed fixed overhead costs during
non- operational period which is one of the reason for loss arises
during the year.
- Further during the non-operational period the Company has liquidated
the stocks available in the Inventory with lesser margin which has
resulted in the reduction in the inventory margin on the closing stocks
which has resulted in the operational loss during the year under
review.
However your Company had taken all steps to enhance the foundry coke
sale in the western region for getting more margin and neutralise the
effect during the year under review.
OPERATIONS & FUTURE PROSPECTS
As stated in the earlier, the Company had redesigned the Coke Oven
Batteries and resumed the Coke operations from August 2012. The power
production also started from December 2012.
Coke Production out of the newly re-designed coke oven batteries are
being traded/sold to our major clients like Steel Authority of India
Limited (SAIL), TATA Metaliks and other Integrated Steel plants. The
company is also expected to get more orders from the Major Steel plants
in India.
Your company is constantly pursuing the goal of reaching half a million
tonnes of production and is hopeful of achieving a good part of the
same during the later part of the financial year 2013-14
Your company is also planning to commence exports to Pakistan and South
Africa.
DEPOSITORY SYSTEM
Your Company''s Equity Shares are available in dematerialised form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDSL). As at 31st March 2013, 99.91%
of the Equity Shares of the Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and outlook of the
company and its business is given in the Management Discussion and
Analysis report, which forms a part of this report.
DIVIDEND
Your Directors have not recommended dividend in view of the losses
incurred by the company during the year.
DEPOSITS
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies (Acceptance of Deposits)
Rules, 1977 as amended.
DIRECTORS
Mr. G Natarajan, Whole Time Director of the Company ceased to be a
Whole time Director with effect from 31st July 2013, but continues to
be a Director in the Board subject to retirement by rotation in
accordance with the Articles of Association of the Company and the
relevant provisions of the Companies Act, 1956.
Mr. K U Sivadas was appointed as an Additional Director with effect
from 30th January 2013.
The Company has received notice under Section 257 of the Companies Act,
1956 proposing the appointment of Mr. K U Sivadas as Director liable to
determination through retirement by rotation at the ensuing Annual
General Meeting.
Mr. M Aravind Subramanian, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
During the year, Mrs. Uma Karthikeyan, Director resigned from the Board
of Directors of the Company with effect from 5th September 2012. The
Board wishes to place on record appreciation of the service rendered by
Mrs. Uma Karthikeyan as Director of the Company during her tenure.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, the name and other particulars of the employees is
set out in Annexure -1 to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable
accounting standards issued by the Institute of Chartered Accountants
of India read with the requirements set out under Schedule VI to the
Companies Act, 1956 have been followed and there is no material
departures from the same;
(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 31st March, 2013 and of the loss of the company
for the year ended on that date;
(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; and
(iv) the directors had prepared the annual accounts of the Company on a
''going concern'' basis.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the stock
exchange. A report on Corporate Governance along with a certificate
from the Auditors forms a part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
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 are provided as "Annexure 2" to this Report.
AUDITORS
M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, Chennai,
the Statutory Auditors of the Company retire at the ensuing Annual
General Meeting and are eligible for reappointment.
AUDIT REPORT AND EXPLANATION UNDER SECTION 217 (3) OF THE COMPANIES
ACT, 1956
The Auditors'' Report is self explanatory and does not require any
further comments under Section 217 (3) of the Companies Act, 1956,
except that :
Point (vii) of the Annexure to the Auditors'' Report
The Company has since appointed Internal Auditor to take care of
Internal Audit system for the financial year 2013 -14.
Point (ix) (a) and (b) of the Annexure to the Auditors'' Report
The Company is in the process of regularising all statutory remittances
to the concerned department. A Substantial level of taxes have been
paid subsequently as on the date of this report.
Point (xi) of the Annexure to the Auditors'' Report
The company had initiated the process of regularising the bank dues and
as on the date of this report all dues have been updated.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for their continued
assistance and support. The Directors also wish to thank the
Shareholders of the Company for their continued support even in this
global recession. Further the Directors also wish to thank the
customers and suppliers for their continued cooperation and support.
The Directors further wish to place on record their appreciation of
employees at all levels for their commitment and their contribution.
On behalf of the board
For ENNORE COKE LIMITED
Place:Chennai G NATARAJAN R RAMAKRISHNAN
Date :13th August 2013 Director Director
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Seventh Annual
Report together with the accounts of your Company for the year ended
March 31, 2012.
FINANCIAL HIGHLIGHTS
(Rupees in Lacs)
Particulars 2011-2012 2010-2011
Revenue 63793.83 68597.12
Profit before Interest,
Depreciation
and Tax 4314.09 65247.04
Interest & Finance
Charges 2330.41 2860.35
Depreciation 1499.63 946.83
Provision for Tax 200.16 267.86
Deferred Tax 82.18 (10.73)
Net Profit for the year 201.71 485.04
Accumulated Profit
Brought forward
from Balance Sheet 1419.79 934.74
Total Distributable profit 1621.50 1419.79
Dividend Nil Nil
Dividend Tax Nil Nil
Profit Carried over to the
Balance Sheet 1621.50 1419.79
OPERATIONS & FUTURE PROSPECTS
As stated in the earlier years Directors' Report, the Company had
commissioned the Coke Oven Batteries in the year 2010. Further, as
stated in the Letter of Offer, the Company had successfully
commissioned and commenced power production during August, 2011. To
improve the output of the coke it has been decided to redesign the
ovens. After extensive review and introspection it has been decided to
replace the existing oven batteries to cater to the new techniques of
production.
The Company has halted operation of the plant and the after
implementation of new facilities the power production will recommence.
From the third quarter of 2012-13 the Company hopes to commence power
production.
Your Company is constantly pursuing the goal of reaching half a million
tonnes of production and is hopeful of achieving a good part of the
same in 2012-13.
Your Company is also planning to commence exports to Pakistan.
DEPOSITORY SYSTEM
Your Company's Equity Shares are available in dematerialised form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDsL). As at 31st March 2012, 99.24%
of the Equity Shares of the Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and outlook of the
Company and its business is given in the Management Discussion and
Analysis Report, which forms a part of this Report.
BUSINESS REVIEW
During the year your Company has carried out trading in coal and coke,
especially, lumpy coke, where the margins were high even though the
receivable duration was beyond banking sanctions and norms. The market
was not buoyant throughout the year and it resulted in a lesser
turnover compared to last year.
However your Company had taken all steps to reduce the cost and
neutralise that effect.
DIVIDEND
Considering the significant expansion plans of your Company which
require substantial investments, the Board of Directors think it
prudent not to recommend declaration of dividend for the year.
DEPOSITS
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies (Acceptance of Deposits)
Rules, 1975.
DIRECTORS
Mr. Rajeev Agarwal, retires by rotation at the ensuing Annual General
Meeting, being eligible, offers himself for re-appointment.
During the year, Mrs. Vathsala Ranganathan, Managing Director retired
from the Board of Directors of the Company with effect from 2nd March,
2012.
Mr. Ganesan Natarajan was appointed as the Whole Time Director of the
Company under Section 198, 269 309, 310 of the Companies Act, 1956 for
a period of five years from 1st August, 2008 to 31st July, 2013.
During the year, Mr. R. Anantha Rama Krishnan and Mr. V. Kannan
resigned from the Board of Directors of the Company with effect from
7th March, 2012.
The Board wishes to place on record appreciation of the services
rendered by Mr. R. Anantha Rama Krishnan & Mr. V. Kannan.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, the name and other particulars of the employees is
set out in Annexure-1 to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that 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 of the Company for that period;
(iii) that 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;
(iv) that the directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate
Governance as required under Clause 49 of the Listing Agreement entered
into with the Stock Exchange. A Report on Corporate Governance along
with a Certificate from the Auditors forms a part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
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 are provided as "Annexure 2" to this Report.
AUDITORS
M/s. Sreedhar, Suresh & Rajagopalan, Chartered Accountants, Chennai,
the Statutory Auditors of the Company retire at the ensuing Annual
General Meeting and are eligible for reappointment.
Audit Report and Explanation under Section 217(3) of the Companies Act,
1956
The Auditors' Report is self explanatory and does not require any
further comments under Section 217 (3) of the Companies Act, 1956,
except that :
Point 5(e) of the Auditors' Report
With reference to the Auditors qualification relating to other income,
the Company has initiated a process to address the issue of
confirmation / information by refining the documentation procedures and
strengthening the internal control measures through implementation of
integrated ERP system. With respect to pending confirmation and
reconciliation, the Company is in the process of obtaining such balance
confirmations from parties with significant balances that are due from
/ receivable by the Company and performing reconciliation wherever
required. In the opinion of the management, there will not be any
impact on profit on completion of above process.
Point (vii) of the Annexure to the Auditors' Report
The Company is in the process of expanding the scope and coverage of
the Internal audit system in the ongoing financial year.
Point (viii) of the Annexure to the Auditors' Report
The Company is in the process of regulating all statutory remittances
to the concerned department. A significant level of taxes have been
paid subsequently.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for their continued
assistance and support. The Directors also wish to thank the
Shareholders of the Company for their continued support even in the
global recession.
Further the Directors also wish to thank the customers and suppliers
for their continued cooperation and support. The Directors further wish
to place on record their appreciation of employees at all levels for
their commitment and their contribution.
On behalf of the board
For ENNORE COKE LIMITED
Place : Chennai Sd/- Sd/-
Date :13th August 2012 Whole-time Director Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Twenty Sixth Annual
Report together with the accounts of your Company for the year ended
March 31, 2011.
FINANCIAL HIGHLIGHTS
Rupees in Lacs
Particulars 2010-2011 2009-2010
Revenue 68597.12 38896.27
Profit before Interest,
Depreciation
and Tax 4340.06 3141.73
Interest & Finance
Charges 2651.06 1212.50
Depreciation 946.83 514.75
Provision for Tax 267.86 383.41
Deferred Tax (10.73) 107.11
Net Profit for the year 485.04 923.95
Accumulated Profit
Brought forward
From Balance Sheet 934.74 10.78
Total Distributable profit 1419.79 934.74
Dividend Nil Nil
Dividend Tax Nil Nil
Profit Carried over to the
Balance Sheet 1419.79 934.74
OPERATIONS & FUTURE PROSPECTS
During the year, your Company completed the full implementation of the
coke project with all the 6 batteries being operational .Concurrently
the implementation of the power project was carried out in full swing
and with the "flu gas" emanating from all the six batteries. The last
mile testing of power project was put into action. All the operative
parameters relating to velocity and temperature of the "flu gas" at
various random points have been satisfactory.
The power plant is expected to be operational from October 2011 and in
this connection , the company has already signed the Power Purchase
Agreement with the West Bengal State Electricity Board.
Your Company is on the constant look out for opportunities to laterally
expand on capacity and hopes to achieve a Gross capacity of Half a
million tonnes of coke during the forthcoming years through conversion
arrangement with similar units as also your Company is concentrating on
the export market.
DEPOSITORY SYSTEM
Your Company's Equity Shares are available in dematerialised form
through National Securities Depository Limited (NSDL) and Central
Depository Services (India) Ltd. (CDSL). As at 31st March 2011, 98.46%
of the Equity Shares of the Company were held in demat form.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and outlook of the
Company and its business is given in the Management Discussion and
Analysis report, which forms a part of this report.
BUSINESS PERFORMANCE REVIEW
During the year your Company clocked an overall operative capacity of
approx 3,00, 000 MT per annum. During the year, your Company has also
carried out trading in coal and coke to keep in touch with the pace of
the market which was volatile throughout the year. Your Company also
made significant exports to United State of America, Turkey and
Pakistan during the year.
On the domestic front your Company continued its direct supplies to end
users like Tata Steel, IDCOL etc. This has helped your Company to
scale a turnover of Rs 685.97 Crores for the financial year 2010-11
from Rs 388.96 Crores in 2009-10 an increase of 76%.
DIVIDEND
Considering the significant expansion plans of your Company which
require substantial investments, the Board of Directors think it
prudent not to recommend declaration of dividend for the year.
DEPOSITS
The Company has not accepted any deposits either from the shareholders
or public within the meaning of The Companies (Acceptance of Deposits)
Rules, 1977.
DIRECTORS
Mrs. Uma Karthikeyan and Mr. R. Ramakrishnan retire by rotation at the
ensuing Annual General Meeting, being eligible, offer themselves for
re-appointment.
Mrs. Vathsala Ranganathan was appointed as Managing Director of the
Company under Section 198, 269,309, 310 of the Companies Act, 1956 for
a period of five years from 1st August, 2008 to 31st July, 2013. Mr.
Ganesan Natarajan was appointed as the Whole Time Director of the
Company under Section 198, 269, 309, 310 of the Companies Act, 1956 for
a period of five years from 1st August, 2008 to 31st July, 2013.
During the year, Mr. M.R. Rajagopal and Mr. M. Amjad Shariff resigned
from the Board of Directors of the Company with effect from 14th
February, 2011.
Mr. R. Anantha Rama Krishnan, Mr. M. Aravind Subramaniam and Mr. V.
Kannan were appointed as Additional Directors of the Company with
effect from 25th April, 2011 and they hold office up to the conclusion
of the ensuing Annual General Meeting of the Company.
PARTICULARS OF EMPLOYEES:
As required under the provisions of Section 217 of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975
particulars of employees are not required to be set out in the Report
since there are no employees who are covered under the above mentioned
provisions and rules.
Having regard to the provisions of Section 219(1)(b)(iv) of the said
Act, the Annual report excluding the aforesaid information is being
sent to all the members of the Company and others entitled thereto. Any
member interested in obtaining such particulars may write to the
Company Secretary at the registered office of the Company
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
(i) in the presentation of the annual accounts for the year ended 31st
March 2011, the applicable accounting standards read with the
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same ;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 31st March 2011 and of the profit of the Company
for the year ended on that date ;
(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 together
irregularities ; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the Listing Agreement entered into with the Stock
Exchange. A report on Corporate Governance along with a certificate
from the Auditors forms a part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
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 are provided as "Annexure A " to this Report.
AUDITORS AND AUDITORS' REPORT
M/s. Walker, Chandiok & Co., Chartered Accountants, Chennai, the
Statutory Auditors of the Company hold office until the ensuing Annual
General Meeting and are eligible for reappointment.
Audit report and Explanation under Section 217 (3) of the Companies
Act, 1956
The Auditors' Report is self explanatory and does not require any
further comments under Section 217 (3) of the Companies Act, 1956,
except that :
Point 5(a) & (b) of the Audit Report and Point No. (iv) of Annexure to
the Auditors' Report With reference to the Auditors qualification
relating to other income, the Company has initiated a process to
address the issue of confirmation / information by refining the
documentation procedures and strengthening the internal control
measures through implementation of integrated ERP system. With respect
to pending confirmation and reconciliation, the Company is in the
process of obtaining such balance confirmations from parties with
significant balances that are due from / receivable by the Company and
performing reconciliation wherever required. In the opinion of the
management, there will not be any impact on profit on completion of
above process.
Point No (iii) (f) & (g) of Annexure to the Auditors' Report
The transactions between two companies covered under Section 301 of the
Companies Act, 1956 are an internal arrangement between these two
companies, hence no other terms has been stipulated. However, necessary
disclosures have been given by the directors under Section 299(3) of
the Companies Act, 1956 which have been duly recordered in the register
maintained by the Company and taken on record by the Board of
Directors.
Point No. (vii) of Annexure to the Auditors' Report
The Company is in the process of expanding the scope and coverage of
the Internal audit system in the ongoing financial year.
Point No. (ix) (a) of Annexure to the Auditors' Report
The Company is in the process of regulating all statutory remittances
to the concerned department.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for their continued
assistance and support. The Directors also wish to thank the
Shareholders of the Company for their continued support even in this
global recession. Further the Directors also wish to thank the
customers and suppliers for their continued cooperation and support.
The Directors further wish to place on record their appreciation of
employees at all levels for their commitment and their contribution.
On behalf of the board
For ENNORE COKE LIMITED
VATHSALA RANGANATHAN R. RAMAKRISHNAN
Managing Director Director
Place : Chennai
Date : 13th August 2011
Mar 31, 2010
The Directors have pleasure in presenting the Twenty Fifth Annual
Report together with the accounts of your Company for the year ended
March 31, 2010.
FINANCIAL HIGHLIGHTS
Rupees in Lacs
Particulars 2009-2010 2008-2009
Revenue 38,895.64 10,106.40
Profit before Interest,
Depreciation and Tax 3,189.11 148.88
Interest & Finance Charges 1,259.87 115.34
Depreciation 514.75 9.91
Provision for Tax 383.41 15.51
Deferred Tax 107.11 0.30
Net Profit for the year 923.95 7.81
Accumulated Profit Brought
forward From Balance Sheet 10.78 2.97
Total Distributable profit 934.74 10.78
Dividend Nil Nil
Dividend Tax Nil Nil
Profit Carried over to the
Balance Sheet 934.74 10.78
OPERATIONS & FUTURE PROSPECTS
During the year, your company commenced commercial production at Haldia
in Battery no 1 and 2 during April 2009 equivalent to one third of the
coke capacity. We are happy to state that the output parameters matched
with the best in the Industry. In October 2009 Batteries 3 and 4 were
commissioned augmenting another one third of the total coke capacity.
Concurrently the Implementation of the Power Project was carried out in
full swing and the Power plant is expected to be operational by the
Third Quarter of 2010 as also Batteries 5 and 6. Further the operating
capacities of your company galloped laterally to nearly 4,00,000 M.T.
by end of the March 2010. This was possible through identification of
units whose manufacturing capacities and process synergized evenly with
that of your company.
During the year your company also carried out trading in Coal and Coke
to keep in touch with the pulse of the
Market which was volatile through out the year This has helped the
company to scale a Turnover of Rs 388.95 Crores during 2009-10 from Rs
101.06 Crores in 2008-09 (an increase of 385 %). As on date your
company has operating capacities in four states and Marketing
activities in Seven States. Your Company is on the constant lookout for
opportunities to laterally expand on capacity and hopes to achieve a
Gross Capacity of Half a Million tonnes of coke during the forthcoming
year.
Your Company hopes to focus on Exports during the forthcoming year. It
has already signed annual Contracts for exports with Natural Resources
Singapore, Mitshubushi Corporation Japan, Severstal Steel Inc USA as
also continue the ongoing Export Orders with Pakistan and Durban.
On the Domestic Front, Your Company has successfully commenced supply
to Tata Steel, IDCOL, Tata Metallicks as also foundries at Belguam and
Coimbatore.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and outlook of the
company and its business is given in the Management Discussion and
Analysis report, which forms a part of this report.
BUSINESS PERFORMANCE REVIEW
During the year your company continued the Implementation of Co
generation Power Plant of 12mw capacity at Haldia as also continue the
implementation of the coke project. The Coke project has now commenced
operation on two thirds of its capacity and is expected to achieve full
capacity by the forthcoming year. Your Company has already signed a
Power Purchase agreement with West Bengal State Electricity Board. On
the Basis of performance and operating Capacity the State Bank of India
Consortium enhanced the Working Capital limits to Rs. 175 Crores. Your
Company has successfully started utilizing four more third party
manufacturing units in the states of Gujarat/ West
Bengal/Orissa/Jharkhand.
During the year, your Company had carried out significant volume of
Exports to Pakistan and Durban as also USA. Your Company has also
commenced direct supplies to end users prominent amongst them are Tata
Metalicks, Tata Steels, IDCOL Kalinga, Narasingh Ispat, Maheswari Ispat
as also foundries at Coimbatore and Belguam.
Opportunity
a) Fully Integrated Coke and Power Plant means no input cost for power
b) Low Transmission Cost
c) Stamp Charging technique to improve yield
d) Export potential
STRENGTHS
a) Lateral Expansion of capacity reduces the per unit cost
b) Environment friendly Technology
c) Possibility of Incentives from Government
d) Minimum Inventory holding time because of utilizing external
capacities
WEAKNESS
- Possibility of statutory levies in future
- Scarcity or increase in price of Raw Material
THREATS
a) Change in Govt Policy affecting the price and availability of Raw
Material and Finished Goods
b) Recession
c) Currency Fluctuation
d) China likely to dump again
CORPORATE GOVERNANCE
Your company is in compliance with the requirements and disclosures
with respect to the Code of Corporate Governance as required under
Clause 49 of the listing agreements with the stock exchanges. A report
on Corporate Governance along with a certificate from the Auditors
forms a part of this report.
DIRECTORS
Mr. Rajeev Agarwal and Mrs. Uma Karthikeyan retires by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Subsidiary Status
During the year under review, M/s. Haldia Coke and Chemicals Pvt. Ltd.,
have acquired the holding of M/s. Shriram EPC Ltd., and M/s. Shriram
Auto Finance, Chennai in our Company through an Inter - se transfer of
shares amongst group (under Regulation 3(1)(e)(i) of the Takeover
Regulations) and currently holds 60.86 % of the paid up capital of our
Company.
Haldia Coke is an integrated merchant met coke producer with met coke
plants and captive coking coal mines. Haldia Coke owns an 80,000 metric
ton per annum capacity met coke plant at Nergundi in Orissa through its
wholly owned subsidiary Wellman Coke Ltd. In addition, Haldia Coke owns
a 130,000 metric ton per annum capacity met coke plant and a by-product
power plant at Haldia in West Bengal.
Haldia Coke also holds two coking coal mines in West Virginia and
Arkansas, USA with combined production capacity of 423,000 ton per
annum and extractable reserves of 25 million MT.
Thus, by virtue of the above, your Company has become a subsidiary of
M/s. Haldia Coke and Chemicals Pvt. Ltd., Chennai, during June 2010.
COMMITTEES OF THE BOARD
Audit Committee
The company has constituted an Audit Committee as per the provisions of
the Companies Amendment Act, 2000 and under Section 292 A of the
Companies Act, 1956. The present members of the Committees are:
Chairman : Mr. R. Ramakrishnan
Members : Mrs. Uma Karthikeyan Mr. M.R. Rajagopal Mr. Rajeev Agarwal
The Committee has met so far four times during the year.
PARTICULARS OF EMPLOYEES
As required under the provisions of section 217 (2A) of the Companies
Act, 1956 read with the Companies (particulars of Employees) Rules,
1975, as amended, the names and other particulars of employees or set
out in the Annexure I to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Your directors confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed;
2. That they 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 the profit of the
company for that period;
3. That they 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; and
4. That they had prepared the annual accounts on a going concern
basis.
AUDITORS
M/s. Walker Chandiok & Co., Chartered Accountants, Chennai, the
Statutory Auditors of the Company retires at the ensuing Annual General
Meeting and are eligible for reappointment.
Audit report and EXPLANATION UNDER SECTION 217 (3) of the Companies
Act, 1956
The Auditors Report is self explanatory and does not require any
further comments under Section 217 (3) of the Companies Act, 1956,
except that:
Point no (Hi) (f) & (iii) (g) of Annexure to the Auditors Report
The transactions between two companies covered under Section 301 of the
Companies Act, 1956 are an internal arrangement between these two
companies, hence no other terms has been stipulated. However, necessary
disclosures have been given by the directors under Section 299(3) of
the Companies Act, 1956 which have
been duly recorded in the register maintained by the Company and taken
on record by the Board of Directors.
Point no
(vii) of Annexure to the Auditors Report The Company is in the process
of expanding the scope and coverage of the Internal audit system in the
current year. Point no
(ix)(a) of Annexure to the Auditors Report
The Company is in the process of regulating all statutory remittances
to the concerned department.
Point no.xi of Annexure to the Auditors Report
The term loan amounting to Rs.24,525,000 has been repaid to the bank by
30th June 2010 and there is no dues payable to any financial
institution or debenture holders as on the date of this report.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank all the bankers for their continued
assistance and support. The Directors also wish to thank the
Shareholders of the Company for their continued support even in this
global recession. Further the Directors also wish to thank the
customers and suppliers for their continued cooperation and support.
The Directors further wish to place on record their appreciation of
employees at all levels for their commitment and their contribution.
On behalf of the board
For ENNORE COKE LIMITED
Place : Chennai VATHSALA RANGANATHAN M.R. RAJAGOPAL
Date : 03rd August
2010 Managing Director Director