Mar 31, 2016
The Directors present the 50th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2016.
1. Financial Results: (Rs. In Lakhs)
PARTICULARS |
For the Financial Year ended 31.03.2016 |
For the Financial Year ended 31.03.2015 |
Income |
59,93.75 |
56,65.58 |
Profit/(Loss) before Interest, Depreciation & Taxes |
3,22.09 |
4,10.88 |
Less: Interest |
3,03.22 |
2,81.56 |
Depreciation |
48.85 |
46.96 |
Profit/(Loss) before Tax |
(29.98) |
82.36 |
Add: Excess/Short Provision for Tax in respect of earlier year |
6.13 |
NIL |
Profit/ (Loss) after Taxes |
(36.11) |
82.36 |
Profit/(Loss) Brought Forward from last year |
(32,55.23) |
(33,35.85) |
Depreciation of earlier years |
- |
(1.74) |
Surplus/Deficit carried to Reserves |
(32,91.34) |
(32,55.23) |
2. Issue of Preference Shares:
In pursuance of the scheme of amalgamation (âthe Schemeâ) sanctioned by the Hon''ble High Court of Judicature at Bombay vide its Order dated 16th October, 2015 between Khatau Capacitors Limited and Indokem Exports Limited (Transferor Companies) with Indokem Limited (Transferee Company), 2070975 8% Non Cumulative Redeemable Preference Shares) of the Company were issued to the members of the Transfer or Companies. As a result of this, the issue Authorized Capital of the Company has been increased from Rs. 25.30 crores to Rs. 26.42 crores in F.Y. 2015-2016.
3. Dividend:
Considering the accumulated losses the Board of Directors of your Company do not consider it appropriate to recommend any Dividend for the Financial Year ended 31st March, 2016.
4. Operational Performance:
Revenue from operations for F.Y. 2015-2016 at Rs.5866.15 lakhs was higher by 8.94 % over last year (5384.55 lakhs). EBITDA at Rs.322.09 lakhs registered a decline over the EBITDA of Rs.410.88 lakhs in F.Y. 2014-2015. PAT for the year was Rs. (36.11 lakhs) registering a decline of 143.84% over the PAT of Rs.82.36 lakhs in F.Y. 2014-2015.
5. Transfer to Reserves:
In view of inadequate profits for the year under review, no amount has been transferred to the reserves.
6. Directors and Key Managerial Personnel:
Pursuant to the provisions of Section 149 of the Act, Shri. Kailash Pershad (DIN: 00503603), Shri. Rajagopalan Sesha (DIN: 00289643) and Shri. Bhalachandra Sontakke (DIN: 01225753) were ratified as Independent Directors of the Company at the Annual General Meeting convened on 30th September, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.
Smt. Asha M. Khatau retires by rotation and being eligible, has offered herself for re-appointment.
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company are Shri. Mahendra K. Khatau as Chairman and Managing Director, Mr. Manish M. Khatau as Whole-Time Director, Shri. Mukund Nagpurkar as Chief Financial Officer and Mr. Bhavik B. Parekh as Company Secretary.
During the year Ms. Sugandha Vaidya resigned as the Company Secretary and Compliance Officer of the Company on 19th September, 2015 and Smt. Leelabai K. Khatau resigned from the Directorship on 29th January, 2016.
7. Appointment of Director:
Smt Asha M. Khatau, Non- Executive Director of your Company, retires by rotation and being eligible, offers herself for re-appointment. The details regarding Smt. Asha M. Khatau as required under Regulation 36 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Shri. Mahendra K. Khatau and Mr. Manish M. Khatau who are related to each other.
8. Remuneration of Directors and Key Managerial Personnel:
Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in Annexure C.
9. Training and Familiarization Programme for Directors:
The Company has provided information and made the Independent Directors aware about the major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 25 (7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The details of Familiarization Programme for the Independent Directors are available on the Company''s website at www.indokem.co.in
10. Statement on declaration given by Independent Directors:
The Independent Directors of the Company have submitted their declaration of independence as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6) of the Act.
11. Particulars of Employees:
None of the employees of the Company fall under the limits laid down in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
12. Directorsâ responsibility statement:
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(ii) 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 profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down Internal Financial Control to be followed by the Company and such internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, Sheth Doctor & Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company on 30th September, 2014 for a period of three years to hold office until the conclusion of the Annual General Meeting to be held in the year 2017.
M/s. Sheth Doctor & Associates have issued a Certificate of eligibility pursuant to Section 141 of the Companies Act, 2013.
The Board of Directors of your Company recommends ratification of the appointment of M/s Sheth Doctor & Associates, Chartered Accountants, Mumbai from the conclusion of the forthcoming Annual General Meeting of the Company until the conclusion of the next Annual General Meeting to be held in the year 2017.
14. Auditorsâ Observations:
As regards the Audit Qualification on the records and valuation of inventory at Ankleshwar Plant, the Management is of the view of that the inventories are usable for trading operations of the Company at Mumbai.
15. Secretarial Audit Report:
Pursuant to the Provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ragini Chokshi & Co., Company Secretary in Whole-Time Practice, Mumbai to undertake Secretarial Audit of the Company for the Financial Year ended 31st March, 2016. The Secretarial Audit Report issued by Ragini Chokshi & Co. in the prescribed Form MR-3 forms part of the Annual Report.
There are no-qualifications, reservations or adverse remarks in the Report.
16. Disclosures:
As required under Regulation 34(2) read with Schedule V of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of the Annual Report.
The Company has taken necessary steps to adhere to all the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance together with the certificate of the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations is included as a part of the Annual Report.
17. Extract of Annual Return:
Pursuant to Section 134 (3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of Annual Return in the prescribed Form MGT-9 is attached herewith and marked as Annexure C.
18. Number of meetings of the Board:
Four (4) meetings of the Board were held during the Financial Year. For details of the meetings of the Board, please refer to the Corporate Governance report, which forms part of this report.
19. Performance evaluation of the Board:
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
A separate meeting of Independent Directors convened in the month of March, 2016, to discuss the following:
(i) Review the performance of Non- Independent Directors and the Board as a whole;
(ii) Review the performance of the Chairperson of the Company, taking in to account the views of executive Directors and Non-Executive Directors;
(iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All Independent Directors were present at the Meeting and discussed above and expressed their satisfaction.
20. Policy on Directorsâ appointment and remuneration and other details
The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.
21. Internal financial control systems and their adequacy
Company is in the process of establishing Internal Financial Control over financial reporting in current financial year 2016-2017.
The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
22. Audit Committee
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.
23. Particulars of loans, guarantees or investments
Pursuant to Section 186 of the Companies Act, 2013, the details of loans given, investments made or guarantees or securities given are mentioned in note no: 28 to the Financial Statements for the Financial Year 2015-16.
The loans, investments, guarantees and securities provided by the Company during the financial year ended 31st March, 2016, together with the existing loans, investments, guarantees and securities do not exceed the limits prescribed under sub-section (2) of Section 186.
24. Transactions with parties:
None of the transactions with related parties fall under the scope of Section 188 (1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are stated in Annexure A in Form AOC-2 and the same forms part of this report.
25. Insurance:
All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.
26. Material Changes and Commitments:
Previous Financial Year (i.e. 2014-2015) the Company had entered into a Memorandum of Understanding (MOU) with a prospective buyer for sale/ transfer of its asset at Ankleshwar. Pursuant to the MOU, the Company has received full payment in advance. Documentation for effecting sale/ transfer with the buyer is under process and will be concluded shortly.
The Company has entered into a Memorandum of Understanding (MOU) for acquisition of Plot of Land at MIDC, Ambernath together with factory building standing thereon and machineries installed therein.
27. State of Companyâs Affairs:
There is no change in the nature of business during the year under review. No Order has been passed by any Regulatory Court or Tribunal, which can impact the going concern status of the Company and its operations in future.
28. The Conservation of Energy, Technology Absorption, Foreign exchange Earnings and Outgo:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows. Your Company is engaged in the continuous process of energy conservation by way of improved operational and maintenance practices:
A. Conservation of Energy:
(a) Energy Conservation measures taken:
(i) Electrical Energy:
- Regular preventive/ predictive maintenance of electrical system is carried out to ensure minimum loss of energy/ power supply.
- Regular up gradation in electrical system is done so as to minimize consumption of electrical power supply.
(ii) Furnace Oil/ LDO Consumption:
Considering the above issue there are no major consumption of Furnace Oil/ Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.
(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy:
Apart from the above mentioned strategies your Company is in the process to upgrade and install new machineries which will altogether result in energy saving and will add to operational efficiency in coming years.
(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:
There is no such special impact for the same.
(d) Total energy consumption and energy consumption per unit of production:
As per Form - âAâ forming part of Annexure A
B. Technology Absorption:
Your Company has taken positive efforts for technology absorption and its up gradation.
(a) Modification in air conditioning system to improve process conditions.
(b) Modification in existing machines for high value and new products developments including process simplification.
(c) Up gradation of control system of after-treatment machines.
Due to above factors and measures been considered there are various benefits resulted as such;
(i) Cost reduction
(ii) Improvement in quality
(iii) Improvement in operating performance
(iv) New product developments
C. Foreign Exchange Earnings and Outgo: (Rs. In â000)
PARTICULARS |
31.03.2016 |
31.03.2015 |
I. Expenditure in Foreign Exchange Currency |
||
Value of Imports on C.I.F. on the basis of Raw Materials |
55,10 |
3,73,24 |
Travelling |
12,54 |
4,48 |
Foreign Bank Charges |
1,89 |
27 |
Consultancy charges |
4,06 |
1,69 |
TOTAL |
73,59 |
3,79,68 |
II. Earnings in Foreign Exchange |
||
F.O.B. Value of Exports |
7,98,31 |
10,09,30 |
PARTICULARS |
31.03.2016 |
31.03.2015 |
1. Foreign exchange earned Export of goods on FOB basis |
7,98,31 |
10,09,30 |
2. Outgo of Foreign exchange CIF value of Imports |
55,10 |
3,73,24 |
3. Expenditure in Foreign Currencies |
18,49 |
6,44 |
29. Risk Management:
Your Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trend, exposure and potential impact analysis at a Company level as also separately for business segments. The key business risks identified by the Company and its mitigation plans are included in Management Discussion and Analysis Report.
30. Subsidiary Company, Associate Company and Joint Venture Company:
Your Company does not have any Subsidiaries or Associates or Joint Venture Companies.
31. Deposits:
Your Company has not accepted any deposits from public.
32. Internal Financial Control:
Company is in the process of establishing Internal Financial Control over Financial Reporting in current Financial Year 2016-2017.
33. Committees of Directors and Key Managerial Personnel:
The details pertaining to Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/ Grievance Committee, number of meetings held of such Committees'' during the Financial Year 2015-2016 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.
34. Corporate Social Responsibility (CSR):
Your Company does not fall under the eligibility criteria of Corporate Social Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of above your Company has not initiated any initiative for the same.
35. Cost Audit:
Your Company does not fall under the eligibility criteria to conduct Cost Audit and to maintain Cost Records as required under Section 148 of the Companies Act, 2013 during the Financial Year 20152016.
36. Appreciation:
The Directors take this opportunity to thank the Company''s employees, customers, vendors, investors for their continuous support and are grateful for the confidence and faith shown in them and also extends sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support.
By Order of the Board
For Indokem Limited
Sd/-
Shri. Mahendra K. Khatau
Place: Mumbai Chairman & Managing Director
Date: 10th August, 2016 DIN: 00062794
Mar 31, 2015
The Directors have pleasure in presenting the Forty Ninth Annual
Report together with the Audited Accounts for the Financial Year ended
31st March, 2015.
1. Financial Results:
Rs.In lacs
PARTICULARS For the Financial For the Financial
Year ended Year ended
31.03.2015 31.03.2014
Income 5667.44 3755.13
Proft/(Loss) Before
Interest, Depreciation
& Taxes 410.88 98.43
Less: Interest 281.56 250.14
Depreciation 46.96 59.33
Proft/(Loss) Before Tax 82.36 (211.04)
Add: Excess/ Short
Provision for Tax in
respect of NIL (11.84)
earlier year
Profit/ (Loss) After
Taxes 82.36 (222.88)
Proft/(Loss) Brought
Forward from last year (3335.85) (3112.97)
Deprecation of
earlier years (1.73) -
Surplus/Defcit carried
to Reserves (3255.22) (3335.85)
2. Operational Performance:
During the year 2014-15, the total sales of the Company increased from
3676.65 lacs to 5554.30 lacs.
Further pursuant to Clause 49 of Listing Agreement, detailed
performance of the Company is given in Management Discussion and
Analysis Report which forms part of the Directors' Report.
3. Directors and Key Managerial Personnel:
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the
following details relating to Director's and Key Managerial Personnel
are reported:
i. Mr. Kailash Pershad (DIN: 00503603), Mr. Rajagopalan Sesha (DIN:
00289643) and Mr. B. G. Sontakke (DIN: 01225753) were ratifed as
Independent Directors of the Company at the previous Annual General
meeting held on 30th September, 2014, in compliance with the provisions
of Section 149 (4) of the Companies Act, 2013.
ii. Mr. Mukund Ramchandra Nagpurkar was appointed as the Chief
Financial Officer of the Company on 1st of August, 2014 in compliance
with the provisions of Section 203 of the Companies Act, 2013.
iii. Mr. Rohan Ramchandra Gavas resigned as the Company Secretary and
Compliance Office of the Company on 31st January, 2015.
iv. Ms. Sugandha Vaidya was appointed as the Company Secretary and
Compliance Officer of the Company on 9th February, 2015.
v. Ms. Sugandha Vaidya resigned as the Company Secretary and Compliance
Officer of the Company on 19th September, 2015.
4. Appointment of Director:
Ms. Leelabai K. Khatau, Non- Executive Director of your Company,
retires by rotation and being eligible, offers herself for
reÂappointment. The details regarding Ms. Leelabai K. Khatau as
required under clause 49 VIII E are disclosed in the notice of the
Annual General Meeting. None of the other Directors are related inter
se except Mr. Mahendra K. Khatau, Ms. Leelabai K. Khatau and Mrs. Asha
M. Khatau who are related to each other.
5. Training and Familiarization Program me for Directors:
Pursuant to Clause 49 (II) (B) (7) of the Listing Agreement, the
Company has adopted the Familiarization Program me for the Independent
Directors with an aim to provide to the Independent Directors - an
insight in their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company, etcÂ
The Details of the Familiarization Program me for the Independent
Director's are available on the website of the Company:
www.indokem.co.in at link at http://www.indokem.co.in/Policies.html.
6. Remuneration of Directors and Key Managerial Personnel:
Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of remuneration of
Directors and Key Managerial Personnel are as furnished in
Annexure C.
7. Particulars of Employees:
None of the employees of the Company fall under the limits laid down in
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
8. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
M/s. Sheth Doctor & Associates, Chartered Accountants, Mumbai, were
appointed as the Statutory Auditors of the Company on 30th September,
2014 for a period of three years to hold office until the conclusion of
the Annual General Meeting to be held in the year 2017.
M/s. Sheth Doctor & Associates have issued a Certificate of eligibility
pursuant to Section 141 of the Companies Act, 2013.
The Board of Directors of your Company recommends ratification of the
appointment of M/S Sheth Doctor & Associate, Chartered Accountants,
Mumbai from the conclusion of the forthcoming Annual General Meeting of
the Company until the conclusion of the next Annual General Meeting to
be held in the year 2016.
9. Auditors' Observations:
As regards the Audit Qualification on the records and valuation of
inventory at Ankles war Plant, the management is of the view of that
the inventories are usable for trading operations of the Company at
Mumbai.
10. Secretarial Audit Report:
Pursuant to the Provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co.,
Company Secretary in Whole-Time Practice, Mumbai to undertake
Secretarial Audit of the Company for the Financial Year ended 31st
March, 2015. The Secretarial Audit Report issued by M/s Ragini Chokshi
& Co. in the prescribed Form MR-3 is enclosed as Annexure D. There are
no-qualifications, reservations or adverse remarks in the Report.
11. Disclosures:
The disclosures pursuant to Section 134(3)(a) to (q) are furnished as
under:
i. Extract of Annual Return:
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the extract of Annual Return in the
prescribed Form MGT-9 is attached herewith and marked as Annexure C.
ii. Number of Board Meetings:
During the Financial year ended 31st March, 2015, the Board met five (5)
times. The details of the meetings are provided in the Corporate
Governance Report.
iii. Director's Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors,
on the basis of information and documents made available to them,
confrm that:
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
b. Your 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 Financial Year and of the losses of the
Company for that period;
c. 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 safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. The Directors have prepared the Annual Accounts on a going concern
basis;
e. The Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively;
f. The Director's have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are
adequate and are operating effectively.
iv. Declaration by Independent Directors:
The Independent Directors at the time of their appointment have given a
declaration as required under sub-Section (7) of Section 149 of the
Companies Act, 2013 regarding their meeting the criteria of
Independence as laid down under sub-section (6) of Section 149.
v. Policy on Nomination Remuneration and Evaluation:
The Nomination and Remuneration Committee of the Company is governed by
terms of reference. The Company has formulated a combined policy on
Nomination and Remuneration of Board and Senior management personnel of
the Company which also includes the policy on Board's diversity,
evaluation criteria of Independent Directors and criteria for
determining qualifications, positive attributes, independence of a
Director in compliance with clause 49 IV B of the Equity listing
Agreement and Section 178 of the Companies Act, 2013. The policy is
available on the website of the Company www.indokem.co.in at link at
http://www.indokem.co.in/Policies.html.
vi. Particulars of loans, guarantees or investments
Pursuant to section 186 of the Companies Act, 2013, the details of
loans given, investments made or guarantees given are given in note
nos. 14, 19 and 13 to the financial statements for the financial year
2014-15.
The Loans, investments, guarantees and securities provided by the
Company during the Financial year ended 31st March, 2015, together with
the existing Loans, investments, guarantees and securities do not
exceed the limits prescribed under sub-section (2) of Section 186.
vii. Related Party Transactions:
All related party transactions that were entered during the financial
year were on arms' length basis and were in the ordinary course of
business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company in large.
The particulars of contracts and arrangements entered with related
parties during the Financial year ended 31st March, 2015 are enclosed
to the report in the prescribed Form AOC-2 as Annexure-B.
The Related Party Transaction Policy of the Company approved by the
Board of Director's of the Company is displayed on the website of the
Company www.indokem.co.in/policies.
viii. Dividend:
Considering the accumulated losses the Board of Directors of your
Company do not consider it appropriate to recommend any Dividend for
the Financial Year ended 31st March, 2015.
ix. Insurance:
All the properties and insurable interests of the Company including the
buildings, plant and machineries and stocks have been adequately
insured.
x. Material Changes and Commitments:
Your Company had fled an application with the Hon'ble High Court of
Judicature at Bombay for entering into a scheme of amalgamation and
arrangement with Chateau Capacitors Private Limited and Invoke Exports
Limited. The requisite consent of the members was sought at the Court
Convened Meeting as well as Postal Ballot held on 30th April, 2015 and
the Scheme was subsequently fled with the Hon'ble High Court of
Judicature at Bombay. The Bombay High Court on the 4th of September,
2015 approved the scheme fled by the Company and the certified copy of
the Order dated 4th September, 2015 was fled with the Registrar of
Companies on the 30th September, 2015 thereby making the scheme
effective from 1st April, 2014.
The Company had a Secured Loan from Union Bank of India. After
negotiations with the Bank, One Time Settlement (OTS) was arrived at
for a sum of Rs. 18.50 crores.
For some time now, Company had been trying to dispose of the Company's
assets held for disposal at Ankles war. The Company has entered into a
Memorandum of Undertaking (MOU) with a prospective buyer and the
process of due diligence is ongoing. Pending this process, the Company
has received advances as part of the MOU. Out of the advances received,
the Company has paid off in full, the above OTS amount of Rs. 18.50
crores due to the bank.
xi. State of Company's Affairs:
There is no change in the nature of business during the year under
review.
No Order has been passed by any Regulatory Court or Tribunal, which can
impact the going concern status of the Company and its Operations in
future.
xii. The Conservation of Energy, Technology Absorption, Foreign
exchange Earnings and Outgo:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 your Company
has carried out the following acts in order to:
A. Conservation of Energy:
a. Energy Conservation measures taken: i. Electrical Energy:
- Regular preventive / predictive maintenance of electrical system is
carried out to ensure minimum loss of energy / power supply.
- Regular up gradation in electrical system is done so as to minimize
consumption of electrical power supply.
ii. Furnace Oil / LDO Consumption:
Considering the above issue there are no major consumption of Furnace
Oil / Light Diesel Oil. However, there are some processing activities
carried out limiting the consumption of energy.
b. Additional investments and proposals if any, being implemented for
reduction of consumption of energy:
As the Company is concentrating in trading activities, it has resulted
in reduction of consumption of energy. However, as and when production
will be increased, modern equipment's will be used to reduce the
consumption of energy.
c. Impact of the measures at (a) and (b) for reduction of consumption
of energy and consequent impact on the cost of production:
Due to negligible consumption, there is no special impact.
d. Total energy consumption and energy consumption per unit of
production: As per Form  "A" forming part of Annexure A.
B. Technology Absorption:
As per Form - "B" forming part of Annexure A.
C. Foreign Exchange Earnings and Outgo:
Rs In '000
PARTICULARS 31.03.2015 31.03.2014
I. Expenditure in Foreign
Exchange Currency
Value of Imports on C.I.F. on
the basis of Raw 37,324 27,307
Materials
Travelling 448 1,662
Foreign Bank Charges 27 20
Consultancy charges 169 NIL
TOTAL 37,968 28,989
II. Earnings in Foreign Exchange
F.O.B. Value of Exports 1,00,930 56,247
Rs In '000
PARTICULARS 31.03.2015 31.03.2014
1. Foreign exchange earned 1,00,930 56,247
Export of goods on FOB basis
2. Outgo of Foreign exchange 37,324 27,307
CIF value of Imports
3. Expenditure in Foreign Currencies 644 1,682
xiii. Risk Management:
Your Company has a robust risk management framework to identify,
evaluate business risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives
and enhance the Company's competitive advantage. The business risk
framework defines the risk management approach across the enterprise at
various levels including documentation and reporting. The framework has
different risk models which help in identifying risk trend, exposure
and potential impact analysis at a Company level as also separately for
business segments. The key business risks identified by the Company and
its mitigation plans are included in Management Discussion and Analysis
Report.
xiv. Annual Evaluation by the Board of its own performance and that of
its Committees and Individual Directors:
The Company has devised tool on the basis of Board Performance
Evaluation Policy for evaluating the performance of the Independent
Directors, Board Committees, Individual Directors and the Board at
large which include the criteria for performance evaluation of the Non-
Executive and Executive Directors.
xv. Subsidiary Company, Associate Company and Joint Venture Company:
Your Company does not have any Subsidiaries or Associates or Joint
Venture Companies.
xvi. Deposits:
Your Company has not accepted any Fixed Deposit from Public or any
other person during the Financial Year ended 31st March, 2015.
xvii.Internal Financial Control:
The Company has adequate policies, and standard operating procedures to
ensure the accuracy of the Financial Statements and to maintain orderly
and efficient conduct of its business. The Company has an effective
mechanism to keep proper check on any possible instance of fraud and
for safeguarding its assets. The Company follows a practical
maker-checker policy to ensure every possible check on the accuracy of
the Financial Reporting.
The scope and authority of the Internal Auditor have been defend by the
Audit Committee from time to time. To maintain objectivity and
independence, the internal auditor reports its observations to the
Audit Committee of the Board. The Internal Auditor monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company. Based on the report of
the internal auditor, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Audit
observations and corrective actions thereon are presented to the Audit
Committee.
xviii.Committees of Directors and Key Managerial Personnel:
The details of the Committees of the Board of Directors and Key
Managerial Personnel pursuant to the Listing Agreement and the
Companies Act, 2013 are laid down in the Corporate Governance Report.
12. Audit Committee:
The details pertaining to the composition of the Audit Committee
constituted pursuant to sub-section (8) of Section 177 of the Companies
Act, 2013 are provided in the Corporate Governance Report segment of
the Annual Report. There are no instances of the Board not accepting
the recommendation of the Audit Committee during the Financial Year
2014-2015.
13. Vigil Mechanism/ Whistle Blower Policy:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Company has established a vigil
mechanism named Vigil Mechanism/Whistle Blower Policy to report genuine
concerns to the Chairman of your Company and Chairman of the Audit
Committee. The Whistle Blower Policy provides adequate safeguards
against victimization of persons who use such mechanism and makes
provisions for direct access to the Chairman of the Company and the
Chairman of the Audit Committee in exceptional cases as envisaged under
the Whistle Blower Policy. The details of the Whistle Blower Policy are
posted on the website of the Company www.indokem.co.in/policies.
14. Policy on Prevention of Sexual Harassment:
The Company has in place a Policy on preservation of Sexual Harassment
of its employees at the workplace. In line with the requirements of the
Sexual Harassment of Women in at Workplace (Prevention, Prohibition and
Redressed) Act, 2013, an Internal Complaints Committee has been
constituted by the Company to redress the complaints received regarding
sexual harassment.
Your Directors state that during the financial year under review, there
were no cases fled pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
15. Prohibition of Insider Trading:
In compliance with the provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015 and to preserve the confidentiality and to
prevent misuse of Unpublished Price Sensitive Information (UPSI), the
Company has adopted a Code of Conduct to regulate, monitor and report
trading by Insiders (Invoke Limited's Prevention of Insider Trading
Rules, 2015) and a Code of Practice and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information (UPSI) (Code of Fair
Disclosure).
The Insider Trading Code and Code of Fair Disclosure are available on
the website of the Company at www.Indokem.co.in/policies.
16. Corporate Social Responsibility (CSR):
The Company has not implemented any Corporate Social Responsibility
initiatives as the provision of Section 135 of the Companies Act, 2013
and Rules made thereunder governing Corporate Social Responsibility are
not applicable.
17. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement, a separate section
forming part of this report and titled as "Corporate Governance Report"
is attached herewith.
18. Acknowledgements:
Your Directors take this opportunity to place on record their sincere
gratitude to the Banks, Central and State Government Departments and
the Local Authorities for their guidance and support. Your Directors
are also grateful to customers, suppliers and business associates of
the Company for their continued co- operation and support. Your
Directors express their deep appreciation for the commitment,
dedication and hard work put in by the employees at all levels. Lastly,
your Directors are grateful for the confdence and faith shown in them
by the members of the Company.
By Order of the Board
For Indokem Limited
Place: Mumbai Mahendra K. Khatau
Date: 3rd November, 2015 Chairman and Managing Director
DIN: 00062794
Mar 31, 2014
The Members,
The Directors are pleased to present the Forty Eighth Annual Report of
the Company together with its Audited profit and Loss Account for the
year ended 31st March, 2014 and the Balance Sheet as on the date.
FINANCIAL RESULTS : ( Rs. in Lacs)
Particulars For the period For the period
ended ended
31.03.2014 31.03.2013
(12 Months) (6 Months)
Income 3755.13 1737.85
profit / (Loss) before Interest,
Depreciation & Taxes 98.43 56.74
Less-Interest 250.14 119.29
Depreciation 59.33 22.97
profit / (Loss) before Taxes (211.04) (85.52)
Add :- Excess/ Short provision
for tax in respect of (11.84) NIL
earlier year
profit / (Loss) After Taxes (222.88) (85.52)
profit / (Loss) brought forward
from last year (3112.97) (3027.45)
Surplus / (Loss) carried to Balance Sheet (3335.85) (3112.97)
OPERATIONAL PERFORMANCE :
During the year 2013-14, the total sales of the Company are increased
from Rs.1726.23 Lacs (6 months) to Rs. 3676.65 Lacs (12 Months).
Export Sales has increased from Rs.170.78 Lacs (6 Months) to Rs. 636.61
Lacs (12 Months) for 2013-2014. Exports during forthcoming year are
expected to grow further because of good market trend and efforts made
by the Company for increasing its share in the international market.
The total World market for dyes and textile chemicals is estimated at
US$ 12 billion and is growing at about 2%. Indian market is estimated
to grow at US $ 800 million and is estimated to grow at 3%. India is
the second largest manufacturers of dyes and chemicals followed by
China. So there is ample scope for us to increase our export and local
business in near future.
Further pursuant to Clause 49 of Listing Agreement, detailed
performance of the Company is given in Management Discussion Analysis
which forms part of the Director''s Report.
DIVIDEND :
Your Directors do not recommend any Dividend for the year under
consideration due to absence of profits.
MERGER / AMALGAMATION :
Based on the Valuation Report presented by SSPA & Co. Chartered
Accountant, the fairness opinion provided by Fortress Capital
Management Services Pvt. Ltd. and recommendation made by the Audit
Committee of the Company, the Board of Director have considered and
approved the Scheme of Amalgamation and Arrangement between Khatau
Capacitors Pvt. Ltd. and Indokem Exports Limited and Indokem Limited
and their respective Shareholders.
SUBSIDIARY COMPANY :
The Company has no subsidiary. Hence, the consolidated financial results
are not prepared for the year ended 31st March, 2014.
FIXED DEPOSITS:
The Company has not accepted any fixed deposit during the year 2013-2014
and no amount on account of principal or interests on Fixed Deposits
was outstanding as on the date of Balance Sheet.
INSURANCE:
All the properties and insurable interest of the Company, including the
buildings, plant and machineries and stocks have been adequately
insured.
DIRECTORS :
Mrs. Asha M. Khatau retires by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment which your Board recommends.
Independent Directors
In order to give effect to the applicable provisions of sections 149 &
152 of the Companies Act, 2013, it is proposed that the following
directors be appointed as Independent Directors, to hold office for five
consecutive years, for a term upto 31st March, 2019.
- Mr. Kailash Pershad.
- Mr. Rajagopalan Sesha.
- Mr. Bhalchandra Sontakke.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed under the applicable provisions of section
149 of the Act and under Clause 49 of the Listing Agreement with the
Stock Exchanges.
AUDITORS :
M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the
Company, hold office until conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. In accordance with the
provisions of section 139, 142 and other applicable provisions of the
Companies Act, 2013 and of the Companies (Audit and Auditors) Rules,
2014, it is proposed to re-appoint them as the Auditors of the Company
for a period of three consecutive years commencing from the conclusion
of this Annual General Meeting, until the conclusion of the 51st Annual
General Meeting of the Company and they are not disqualified for such
reappointment within the meaning of the said Act.
AUDITORS OBSERVATIONS :
Explanation for Audit Qualification on the records and valuation of
inventory and fixed assets at Ankleshwar Plant is given in Note No. 26
(Additional Information to the Financial Statements) Para No. 3 which
is self explanatory.
COST AUDITOR :
Pursuant to provisions of Section 233B of the Companies Act, 1956, it
is mandatory for your Company to appoint Cost Auditor. Hence Company
has appointed M/s. Deodhar & Associates, Cost Accountants, Mumbai, for
the financial year 1st April, 2013 to 31st March, 2014. Approval from
the Central Government has been received for the above referred
appointment. The Cost Audit Report in respect of the financial year
2013-2014 will be fled before due date.
CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS &
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has complied with all the mandatory requirements of
Corporate Governance Norms as mandated by Clause 49 of the Listing
Agreement with Stock Exchanges. A Separate Report on Corporate
Governance and Management Discussion and Analysis Report is annexed to
this Annual Report.
The requisite certifcate from M/s. Ragini Chokshi & Associates,
Practicing Company Secretary confirming compliance with the conditions
of Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed hereto as Annexure II and forms part of this report.
Further your Company is not coming under the purview of Corporate
Social Responsibility as mentioned in section 135 of Companies Act,
2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Additional Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of 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 annexed hereto and forms part of this Report.
PARTICULARS OF EMPLOYEES :
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 forms a part
of this report and will be sent on demand to the shareholders. Any
shareholder interested in obtaining a copy of the said statement may
write to the Company Secretary.
INDUSTRIAL RELATIONS:
The relations between the employees and the Management have remained
cordial.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2A) of the Companies Act, 1956, your
Directors state that:- (a) In the preparation of the annual accounts,
the applicable accounting standards have
been followed alongwith proper explanation relating to material
departures in the Financial Statements.
(b) The Directors 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 for the Financial Year ended 31st March, 2014; and of the
profit or loss of the Company for that period.
(c) Proper and suffcient care has been taken 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.
(d) The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your Directors place on records their appreciation for the co-operation
and assistance given by Financial Institution, Banks and Government
Authorities as well as Valued Customers from time to time. They also
record their appreciation of the devoted services rendered by the
Executives, Staff Members and Workers of the Company. The Directors
also wish to place on record their gratitude to the Members for their
continued support and co-operation.
For and on behalf of the Board
Place: Mumbai Mahendra K. Khatau
Date:14th August, 2014. Chairman & Managing Director
Mar 31, 2013
To , The Members,
The Directors are pleased to present the Forty Seventh Annual Report
of the Company together with its Audited Proft and Loss Account for the
year ended 31st March, 2013 and the Balance Sheet as on the date which
is for 6 months (01.10.2012 to 31.03.2013):
(Rs.in Lacs)
FINANCIAL RESULTS For the
period ended For the
period ended
31.03.2013 30.09.2012
(6 Months) (18 Months)
Income 17,37.85 44,45.40
Proft / (Loss) before
Interest, Depreciation and Taxes 56.74 (5,19.14)
Less : Interest 119.29 2,74.57
Depreciation 22.97 1,53.75
Proft / (Loss) Before tax (85.52) (9,47.46)
Add : Provision for Wealth Tax / FBT Nil Nil
Add : Excess / Short provision for
tax in respect of earlier year Nil 0.10
Proft / (Loss) After Tax (85.52) (9,47.36)
Less : Amount drawn from Capital Reserve
Proft / (Loss) brought forward
from last year (30,27.45) (20,80.09)
Surplus / Loss carried to
Balance Sheet (31,12.97) (30,27.45)
BUSINESS OPERATIONS, FUTURE PROSPECTS & CHANGE IN FINANCIAL YEAR.
Infationary pressure on costs and economic slowdown affecting the
demand continued to be a challenge during the current fnancial year
also. Despite the presence of these adverse factors, your company could
achieve a turnover of Rs. 1722.30 Lacs (for six months). This was
possible mainly due to quality of the products and use of latest
technology.
The management is hopeful of increasing the turn over both local and
export during the next year by adopting effective marketing techniques
The cost control measures are likely to increase the margins
Shareholders have already given their approval through Postal Ballot
conducted on 18.03.2011 for disposal of whole/part of undertaking
situated at Plot No.2900, GIDC Ankleshwar and Company is in the process
of disposal of the same and expecting some good proposals in the near
future.
EXPORTS:
The Company has achieved Export Sales of Rs. 170.78 Lacs for the Current
Financial Year (for 6 months) as compared to the previous year''s sale
of Rs. 817.89 Lacs (for 18 months).
DIVIDEND:
Due to absence of profts your Directors do not recommend any dividend
for the year under consideration.
SUBSIDIARY COMPANY:
The Company has no subsidiary. Hence, the statement pursuant to section
212 of the Companies Act, 1956 relating to Subsidiary Companies is not
given and the standalone balance sheet for the year ended 31st March,
2013 is prepared accordingly.
FIXED DEPOSITS:
The Company has not accepted any fxed deposit during the year and no
amount on account of principal or interests on Fixed Deposits was
outstanding as on the date of Balance Sheet.
BALANCE SHEET ABSTRACT & COMPANY''S GENERAL BUSINESS PROFILE:
Information pursuant to Ministry of Corporate Affairs Notifcation
relating to the Balance Sheet Abstract and Company''s General Business
Profle is given in the Annual Report for the information of the
Shareholders.
INSURANCE:
All properties and insurable interest of the Company including
buildings, plant and machineries, stores and spares have been
adequately insured.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Ms. Leela K .Khatau and Mr. S.
Rajagopalan, Directors retires by rotation and are eligible for
re-appointment. The Board recommends their reappointment.
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specifc functional areas and names of public limited
companies in which they hold directorships and
memberships/chairmanships of Board Committees, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges in India,
are provided in the Notice forming part of the Annual Report.
Further it has been approved by the Remuneration Committee and Board of
Directors in their meeting held on 08.08.2013 to revise the
remuneration of Mr. M. K. Khatau, Chairman and Managing Director of the
Company upto Rs. 2.50 Lacs per month subject to the approval of members
in ensuing Annual General Meeting. Further, disclosure required
pursuant to Schedule XIII and Listing Agreement are annexed to the
Notice which form part of this Annual Report.
AUDITORS:
M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the
Company, hold offce until conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
letter from them to the effect that their appointment, if made, would
be within the prescribed limits under section 224(IB) of the Companies
Act, 1956. The Audit Committee of the Board has recommended the
re-appointment of M/s. Sheth Doctor & Associates, Chartered Accountants
as Auditors of the Company.
AUDITORS OBSERVATIONS:
Explanation for Audit Qualifcation on the records and valuation of
inventory and fxed assets at Ankleshwar Plant is given in Note No.26
(Additional Information to the Financial Statements) Para No. 3 which
is self explanatory.
COST AUDITOR:
Pursuant to Section 233B of the Companies Act, 1956, M/s. Deodhar &
Associates, Cost Accountants, Mumbai, are appointed as Cost Auditor for
the fnancial year 1st April, 2013 to 31st March, 2014.
CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS:
Corporate Governance as required by Listing Agreement with the Stock
Exchanges, the report on Management Discussions and Analysis, Corporate
Governance as well as the Auditors Certifcate regarding compliance of
conditions of Corporate Governance, from part of the Annual Report.
Disclosure under Schedule XIII, Part II, Section II, Part B (IV) is
given separately in Corporate Governance Report which forms part of
this annual report. Further a separate Management Discussion & Analysis
Report is also enclosed with this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Pursuant to the provisions of Section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, prescribed particulars as
applicable is annexed hereto as Annexure ''A'' and forms part of this
Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of expenditure and earning in foreign currencies during the
period under review are as under:
000 31.03.2013(6 Months) 30.09.2012(18 Months)
I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL (01.10.12 to 31.03.13)
(01.04.11 to 30.09.12)
Value of Imports on C.I.F. basis Raw Material 8,489 2,98,10
Travelling - 1,766
Foreign Bank Charges 8 51
Consultancy Charges - 66
Cash Discount 39 -
Total: 8,536 3,16,93
II) EARNINGS IN FOREIGN EXCHANGE
F.O.B. VALUE OF EXPORTS 1,54,39 7,20,49
PARTICULARS OF EMPLOYEES:
None of the employees of the Company fall under the provision of
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, during the year under report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors state that:- 1) In the preparation of the annual accounts,
the applicable accounting standards have been followed alongwith proper
explanation relating to material departures in the Financial
Statements.
2) The Directors 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 for the Financial Year ended 31st March, 2013; and of the
proft or loss of the Company for that period.
3) Proper and suffcient care has been taken 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.
4) The annual accounts have been prepared on a going concern basis.
INDUSTRIAL RELATIONS:
The industrial relations remained cordial during the 6 months under
review.
ACKNOWLEDGEMENT:
Your Directors place on records their appreciation for the co-operation
and assistance given by Financial Institution, Banks and Government
Authorities as well as Valued Customers from time to time. They also
record their appreciation of the devoted services rendered by the
Executives, Staff Members and Workers of the Company.
The Directors also wish to place on record their gratitude to the
Members for their continued support and co -operation
For and on behalf of the Board
Place : Mumbai Mahendra K. Khatau
Date : 8th August, 2013 Chairman & Managing Director
Sep 30, 2012
To, The Members,
The Directors have pleasure in presenting the Forty Sixth Annual
Report of the Company together with its Audited Profit and Loss Account
for the year ended 30th September, 2012 and the Balance Sheet as on the
date which is for 18 months (01.04.2011 to 30.09.2012):
(Rs.in Lacs)
FINANCIAL RESULTS For the
year ended For the
year ended
30th September,
2012 31st March,
2011
(18 Months) (12 Months)
Income 44,45.40 28,19.65
Profit / (Loss) before Interest,
Depreciation and Taxes (5,19.14) (2,70.78)
Less: Interest 2,74.57 3,80.43
Depreciation 1,53.75 3,00.49
Profit / (Loss) before tax (9,47.46) (9,51.70)
Add: Provision for Wealth Tax / FBT Nil Nil
Add : Excess / Short provision for
tax in respect of earlier year 0.10 0.19
Profit I (Loss) After Tax (9,47.36) (9,51.51)
Less: Amount drawn from
Capital Reserve - -
Profit I (Loss)brought
forward from last year (20,80.09) (11,28.58)
Surplus/ Loss carried to
Balance Sheet (30,27.45) (20,80.09)
BUSINESS OPERATIONS, FUTURE PROSPECTS & CHANGE IN FINANCIAL YEAR :
The business environment remained extremely challenging and the
recessionary economic conditions leading to slowdown in demand and
inflation pushed scale up of input costs left its adverse imprint on
overall performance for 2012. In spite of difficult times, directors
are pleased to inform that your Company, based on its intrinsic
strength, quality, consistency in supply and implementation of latest
technology has increased its turnover to Rs.4,313.41 Lacs.
On the installation of SAP accounting system and the technical
difficulties faced in this system it was not possible to complete the
Accounts within the stipulated time, consequently Company extended its
financial year by 6 months and accordingly balance sheet and profit and
loss accounts are prepared for the period of 18 months i.e. from 1sl
April, 2011 to 30th September, 2012 and all the statutory compliances
in this regard have been complied with. Further it is decided that the
next financial year will be for 6 months commencing from 01.10.2012 to
31.03.2013.
Shareholders have given their approval through Postal Ballot conducted
on 18.03.2011 for disposal of whole/part of undertaking situated at
Plot No.2900, GIDC Ankleshwarand the Company is in process of
considering some proposals for the same.
EXPORTS:
Considering the external environment and market strategy Company has
succeeded in achieving its Export Sales of Rs.817.89 Lacs for the Current
Financial Year as compared to the previous year's sale of Rs. 118.60
Lacs.
DIVIDEND :
Due to absence of profits your Directors do not recommend any dividend
for the year under consideration.
SUBSIDIARY COMPANY:
The Company has sold its total holdings of Equity in its Subsidiary,
Kapsales Electricals Limited on 06.04.2011 and it is no more subsidiary
of Indokem Limited as at the end of the Financial Year. Hence, the
statement pursuant to section 212 of the Companies Act, 1956 relating
to Subsidiary Companies is not given as well as the standalone balance
sheet for the year ended 30lh September, 2012 is prepared accordingly.
FIXED DEPOSITS :
The Company has not accepted any fixed deposit during the year and no
amount on account of principal or interests on Fixed Deposits was
outstanding as on the date of Balance Sheet.
BALANCE SHEET ABSTRACT & COMPANY'S GENERAL BUSINESS PROFILE :
Information pursuant to Department of Company Affairs Notification
relating to the Balance Sheet Abstract and Company's General Business
Profile is given in the Annual Report for the information of the
Shareholders.
INSURANCE :
All properties and insurable interest of the Company including
buildings, plant and machineries, stores and spares have been
adequately insured.
DIRECTORS :
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Mr. B.G. Sontakke and Mrs. Asha
M. Khatau, Directors retire by rotation and are eligible for
re-appointment. The Board recommends their reappointment. '
Brief resume of the Directors proposed to be reappointed, nature of
their expertise in specific functional areas and names of public
limited companies in which they hold directorships and
memberships/chairmanships of Board Committees, as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges in India,
are provided in the Notice forming part of the Annual Report.
AUDITORS :
M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the
Company, hold office until conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
letter from them to the effect that their appointment, if made, would
be within the prescribed limits under section 224(IB) of the Companies
Act, 1956. The Audit Committee of the Board has recommended the
re-appointment of M/s. Sheth Doctor & Associates, Chartered Accountants
as Auditors of the Company.
AUDITORS OBSERVATIONS :
Explanation for Auditors Qualification on Inventory Records of
Ankleshwar Plant is given in Note No.26 (Additional Information to the
Financial Statements) Para No. 5(B) which is self explanatory.
COST AUDITOR :
Pursuant to Section 233B of the Companies Act, 1956, M/s. Deodhar &
Associates, Cost Accountant, Mumbai, is appointed as Cost Auditor for
the financial year 1st October, 2012 to 31st March, 2013, for our
organic and inorganic chemicals products.
CORPORATE GOVERNANCE & MANAGEMENT'S DISCUSSIONS AND ANALYSIS :
Corporate Governance as required by Listing Agreement with the Stock
Exchanges, the report on Management Discussions and Analysis, Corporate
Governance as well as the Auditors Certificate regarding compliance of
conditions of Corporate Governance, from part of the Annual Report.
Further, a separate Management Discussion & Analysis Report is also
enclosed with this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since our factory at Ankleshwar is closed from 16th July, 2009, there
are no manufacturing/ production activities hence there is no
consumption of energy and technology absorption. However, pursuant to
the provisions of Section 217(1 )(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988, prescribed particulars as applicable
is annexed hereto as Annexure ÃA' and forms part of this Report.
Particular with regard Foreign Exchange are as follows:
FOREIGN EXCHANGE EARNINGS AND OUTGO :
The details of expenditure and earning in foreign currencies during the
period under review are as under:
Rs. '000
I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL 30.09.2012 31.03.2011
(18 Months) (12 Months)
(01.04.11 to
30.09.12) (01.04.10
to
31.03.11)
Value of Imports on C.I.F. basis Raw
Material 2,98,10 1,33,00
Travelling 1,766 6,09
Foreign bank charges 51 95
Consultancy charges 66 -
Total: 3,16,93 1,40,04
II) EARNINGS IN FOREIGN EXCHANGE
F.O.B. VALUE OF EXPORTS Total. 7,20,49 1,21,72
PARTICULARS OF EMPLOYEES :
None of the employees of the Company fall under the provision of
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, during the year under report.
DIRECTORS' RESPONSIBILITY STATEMENT :
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors state that:
1) In the preparation of the annual accounts, the applicable accounting
standards have been followed alongwith proper explanation relating to
material departures in the Financial Statements.
2) The Directors 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 for the Financial Year ended 30th September, 2012; and of
the profit or loss of the Company for that period.
3) Proper and sufficient care has been taken 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.
4) The annual accounts have been prepared on a going concern basis.
INDUSTRIAL RELATIONS :
The industrial relations remained cordial during the year under review.
ACKNOWLEDGEMENT :
Your Directors records their appreciation of the co-operation and
assistance extended by Financial Institution, Banks and Government
Authorities as well as Valued Customers from time to time. They also
record their appreciation of the devoted services rendered by the
Executives, Staff Members and Workers of the Company.
The Directors also wish to place on record their Igratitude to the
Members for their continued support and confidence.
For and on behalf of the Board
Mumbai Mahendra K. Khatau
Date: 09.11.2012 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their Forty Fourth Annual
Report on the business and operations of the Company together with the
Audited Statement of Accounts for the year ended 31st March, 2010.
(Rupees in Lacs.)
FINANCIAL RESULTS For the year For the year
ended ended
31.03.2010 31.03.2009
Income 50,98.59 70,13.33
Profit/ (Loss) before Interest,
Depreciation and Taxes (1,50.17) 5,84.52
Less: Interest 4,76.48 5,66.63
Depreciation 3,02.07 3,09.59
Profit/(Loss) before tax (9,28.72) (2,91.70)
Add:ProvisionforWealthTax/FBT Nil (6.76)
Add:Excess/(Short)provision for tax in
respect of earlier year (0.25) (2.86)
Profit/(Loss)AfterTax (9,28.97) (3,01.32)
Less .Amount drawn from Capital Reserve 1.68 1.76
Profit / (Loss) brought forward from
last year (2,01.30) 98.26
Surplus/(Loss) carried to Balance Sheet (11,28.59) (2,01.30)
DIVIDEND:
In order to conserve resources, your Directors do not recommend any
dividend for the year under consideration.
OPERATIONS AND FUTURE PROSPECTS:
The Company has sold its housing complex situated at Bharuch, Gujarat
in September, 2009 and also a portion of the office premises situated
at Khatau House, Mahim in March, 2010.
Proceeds from the sale of said properties were utilized to meet
outstanding dues of Gujarat Industrial Development Corporation,
Development Credit Bank Limited and other major banks. Consequently,
upon payment of GIDC dues, possession of Ankleshwar factory is reverted
back to the Company. However the operations at Ankleshwar factory
remains suspended in view of the fact that the plant remained
in-operative for a considerable time. In the current financial year
Companys total sales have decreased from 69.24 Crores to 51.90 Crores
as compared to previous year.
EXPORTS:
Your Companys export sales for the current financial year are lower as
compared to the previous financial year, to a large extent.
Fluctuations in exchange rates, scarcity of key raw materials etc.
during year adversely affected our export contributions
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Mrs. Leelabai K. Khatau, Director,
retires by rotation and is eligible for re-appointment. The Board
recommends her appointment.
The Board of Directors has re-appointed Mr. Mahendra K. Khatau as
Chairman & Managing Director, subject to the approval of the members at
the ensuing Annual General Meeting for a term of five years w.e.f. 01
/04/2010 to 31 /03/2015.
AUDITORS:
M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the
Company, hold office until conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. The Company has received
letters from them to the effect that their appointment, if made, would
be within the prescribed limits under section 224(1 B) of the Companies
Act, 1956. The Audit Committee of the Board has recommended the re-
appointment of M/s. Sheth Doctors Associates, CharteredAccountants as
Auditors of the Company.
INSURANCE:
All properties and insurable interest of the Company including
buildings, plant and machineries, stores and spares have been
adequately insured.
SUBSIDIARY:
Pursuant to section 212 of the Companies Act, 1956, the Audited
Accounts with Auditors, and Directors Reports, of your Companys
subsidiaries Kapsales electricals Limited and Radio Components and
Transistors Company Ltd. For the year ended 31.03.2010 are annexed
hereto.
Radio Components and Transistors Ltd. Has recorded a profit of Rs. 2.47
Lacs during the year as compared to Rs 2.64 Lacs in previous year.
Kapsales Electricals Limited has recorded a loss of Rs.37.92 Lacs
during the year as compared to the loss of Rs. 10.93 lacs of previous
year.
FIXED DEPOSITS:
The Company has not accepted or renewed any Deposits from public during
the year under review and there is no unpaid or unclaimed deposits
lying with the Company.
BALANCE SHEET ABSTRACT & COMPANYS GENERAL BUSINESS PROFILE:
Information pursuant to Department of Company Affairs Notification
relating to the Balance Sheet Abstract and Companys General Business
Profile is given in the Annual Report for the information of the
Shareholders.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Operations at our factory situated at Ankleshwar, Gujarat is suspended
hence provisions pertaining to Conservation of Energy, Technology
Absorption and Form A, and Form B (disclosure of particulars with
respect to absorption) are not applicable. Particular with regard
Foreign Exchange are as follows :-
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of expenditure and earning in foreign currencies during the
period under review are as under:
Rs.OOO
I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL 31.03.2010 31.03.2009
Value of Imports on C.I.F. basis Raw Material 31,39 2,91,83
Travelling 1 3,04
Commission - -
Others 1,63 14
Total: 33,03 2,95,01
II) EARNINGS IN FOREIGN EXCHANGE
F.O.B. VALUE OF EXPORTS Total: 5,29,59 9,62,18
PARTICULARS OF EMPLOYEES:
None of the employees of the Company fall under the provision of
Section 217 (2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, during the year under report.
DIRECTORSRESPONSIBILITY STATEMENT:
In terms of provisions of Section 217 (2AA) of the Companies Act, 1956,
the Directors on the Board confirm that:
1) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures wherever applicable;
2) 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 the year under review;
3) 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;
4) The Directors have prepared the annual accounts on a going concern
basis.
INDUSTRIAL RELATIONS:
The industrial relations remained cordial during the year under review.
CORPORATE GOVERNANCE:
Corporate Governance primarily involves transparency, full disclosure,
independent monitoring of the state of affairs and being fair to all
stakeholders. The Company has complied with the mandatory provisions of
Corporate Governance. As prescribed under the Listing Agreement of the
Stock Exchanges, a separate report on Corporate Governance appears
after this report. A certificate from M/s. Sheth Doctor & Associates,
Chartered Accountants, with regard to compliance of the Corporate
Governance Code by the Company is annexed hereto and forms part of this
report. Further, a separate Management Discussion & Analysis Report is
also enclosed with this report.
APPRECIATION:
The Directors wish to express their appreciation of the support and
co-operation of officials of the Central and State Government and take
this opportunity to thank all its Bankers, suppliers, business
associates and customers who continue to repose their trust in the
Company.
The Directors are also grateful to the shareowners for their continued
support, confidence and the faith reposed in the Company. Your
Directors also acknowledge the valuable contributions of its employees
at all levels with whose dedication and committed efforts, the Company
has been able to enhance its position in the market place.
For and on behalf of the Board
Mumbai Mahendra K. Khatau
Date: 13.08.2010 Chairman & Managing Director