Mar 31, 2016
Directors'' Report
TO THE MEMBERS
The Directors have pleasure in presenting herewith their Annual Report together with the audited Accounts of the Company for the year ended 31st March, 2016.
FINANCIAL RESULTS (summary)
31.03.2016 |
31-03-2015 |
|
Profit/(Loss) for the year Less/(Add) : Income Tax/ FBT for earlier years Add: Debit Balance brought forward Balance carried forward to next year |
19,54,29,987 |
(28,27,15,333) |
4,50,413 |
23,10,696 |
|
19,49,79,574 |
(28,50,26,029) |
|
(35,74,91,833) |
(7,24,65,804) |
|
(16,25,12,259) |
(35,74,91,833) |
OPERATING RESULTS
During the year under review, your Company has achieved production of 20382 MT of Caustic Soda up to 20th September, 2015, generated Wind Power of 338149 kwh and earned Commission of Rs, 15.82 lacs in its Indenting Business.
Sale of the Company''s Chlor Alkali Manufacturing facility at Ganjam in Odisha and Salt Manufacturing Facility at Pundi in Andhra Pradesh on "as is where is basis" on a slump sale as a going concern to Aditya Birla Chemicals (India) Ltd. at a lump sum consideration of Rs, 212 Crores was completed on 20th September, 2015.
INDUSTRIAL RELATIONS
Relations with the staff and workers remained cordial.
GENERAL
The Company has already been accredited with ISO 9001-2008, ISO 14001-2004 and IS0-18000 certifications by DNV.
The welfare activities and other community development programmes around the Factory including aid to educational institutions were continued. The result of the students of Jayshree Chemicals School at Ganjam, who appeared in the ICSE and ISC examinations during the year was cent percent.
The Company''s Shares are listed on the Bombay Stock Exchange Ltd. and the Listing Fees for the year ended 31st March, 2016 has been paid.
The Company''s Shares are available for dematerialization both on National Securities Depository Ltd. and Central Depository Services (India) Ltd. The Company''s ISIN No. is INE 693E01016.
The Board of Directors of the Company has decided in-principle to set up a plant for manufacture of Mono Chloro Acetic Acid and its derivates at Panagarh Industrial Park, Durgapur (West Bengal) and application for allotment of land has since been made to West Bengal Industrial Development Corporation Ltd.
SAFETY
The Company had adequate system for Industrial Safety. There was no accident upto 20th September, 2015.
ENVIRONMENT
As reported earlier, your Company has implemented ''CHARTER ON CORPORATE RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION'' (CREP). It has taken all required steps to fully comply with statutory environmental regulations.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF THE SUBSIDIARY
Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 the statement containing the salient features of the financial statement of the Company''s subsidiary, is given as Annexure 1.Further, brief about the business of the Subsidiary i.e. East Coast Powers Limited ("ECPL") is as under:
The ECPL has not commenced its business operations. However, it has earned interest on Term Deposits with Bank. Approval of the Government of Odisha for Hydel Project from 24.7 MW to 20 MW, 6 MW and 6 MW aggregating to 32 MW is awaited. On receipt of the same a formal Memorandum of Understanding will be entered into between the Company and the Government of Odisha. Thereafter, the Detailed Project Reports will be submitted to the Government of Odisha for approval.
As required under the Companies Act, 2013 the Board of Directors of the Company has by a resolution given consent for not attaching the balance sheet of ECPL for the year ended 31st March, 2016. Accordingly, the annual Accounts of the ECPL are not annexed to the Accounts of the Company. However, the same for the above year and the related detailed information including a hard copy thereof shall be made available at any point of time to those shareholders of the Company who seek the same. Annual Accounts of ECPL shall also be kept for inspection by any shareholder at the Registered Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial Statements of the Company together with its subsidiary, East Coast Powers Ltd., are annexed.
CAPITAL / FINANCE
As on 31st March, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs, 29,32,64,570/-, comprising of 2,93,26,457 Equity shares of Rs, 10/- each.
Details required pursuant to Section 134(3) of Companies Act, 2013
a) Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT-9 is Annexed as Annexure 2.
b) Details of Board Meetings
During the year 2015-16, 6 Board Meetings were held, details of which are given below:
Date of the Meeting |
No. of Directors, who attended the Meeting |
14/05/2015 |
4 |
13/08/2015 |
7 |
22/08/2015 |
5 |
09/11/2015 |
6 |
09/02/2016 |
8 |
16/03/2016 |
6 |
A detailed note on the Board and its Committees is also provided under Corporate Governance Report Section.
The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
COMMITTEES OF BOARD
Audit Committee
Sl. No. |
Name |
Chairman/ Members |
1 |
Shri Prabir Chakravarti Shri D.D. Kothari Shri Satish Kapur Smt. Sindhubala Choudhury |
Chairman |
2 |
Member |
|
3 |
Member |
|
4 |
Member |
During the year, the Committee met on 14/05/2015; 13/08/2015; 09/11/2015 and 09/02/2016.
Nomination and Remuneration Committee
Sl. No. |
Name |
Chairman/ Members |
1 |
Prabir Chakravarti Shri Satish Kapur Smt. Sindhubala Choudhury |
Chairman |
2 |
Member |
|
3 |
Member |
During the year, the Committee met twice on 13/08/2015 and 16/03/2016.
Stakeholders Relationship Committee
Sl. No. |
Name |
Chairman/ Members |
1 |
Shri Prabir Chakrabarti Shri P. N. Ojha Shri Virendraa Bangur |
Chairman |
2 |
Member |
|
3 |
Member |
During the year, the Committee met four times on 14/05/2015; 29/05/2015; 09/09/2015 and 29/02/2016.
Corporate Social Responsibility Committee
Sl. No. |
Name |
Chairman/ Members |
1 |
Shri Shree Kumar Bangur Shri Virendraa Bangur Shri Prabir Chakravarti |
Chairman |
2 |
Member |
|
3 |
Member |
No Meeting was held during the year.
c) Directors'' Responsibility Statement
Pursuant to the requirements of clause (c) of sub-section (3)
of Section 134 of the Companies Act, 2013, your Directors confirm 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 profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for 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;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) 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
(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.
d) Declaration by Independent Directors
Shri Prabir Chakravarti, Shri D. D. Kothari, Shri Satish Kapur and Smt. Sindhubala Choudhury are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made there under about their status as Independent Directors of the Company.
Disclosure on Reappointment of Independent Directors:
Shri Prabir Chakravarti, Shri D. D. Kothari, Shri Satish Kapur and Smt. Sindhubala Choudhury were appointed as Independent Directors on the Board of your Company for a period of 3 Consecutive years with effect from 27th September, 2014. Reappointment of Independent Directors will be done when the need arises in compliance with the Companies Act, 2013.
e) Company''s policy on Directors'' appointment and remuneration as per Section 178(3)
1. Directors'' appointment and remuneration policy is based on the provisions contained in the Companies Act, 2013, the Rules made there under and the Listing Agreement.
2. Remuneration of Key Managerial Personnel and other employees is based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors on the basis of experience and exposure in the prescribed fields.
APPOINTMENT POLICY
The appointment policy for Independent Directors, Key Managerial Personnel & Senior Executives is as under-
(A) Independent Directors :
Independent Directors are appointed based on the criteria mentioned in Section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, Rules made there under and the Listing Agreement entered into with the Bombay Stock Exchange Ltd.
(B) Key Managerial Personnel (KMP) :
Based on the recommendation of the Nomination and Remuneration Committee, KMP are appointed by the Board of Directors of the Company, based on the qualification, experience and exposure in the prescribed fields. Removal of the KMP is done by the Board of Directors of the Company. Appointment / Removal is in accordance with the provisions of the Companies Act, 2013, Rules made there under and the Listing Agreement entered into with the Bombay Stock Exchange.
Shri R. K. Gupta ceased to be the Company Secretary with effect from 30/01/2016 by resignation.
(C) Senior Executives :
Senior Executives are appointed by the Managing Director and/or the Executive Director of the Company based on their qualification, experience & exposure. Removal of the Senior Executives is done by the Managing Director and/or the Executive Director. Appointment and removal is noted by the Board of Directors of the Company as required under clause 8(3) of the Companies (Meetings of Board and its Powers) Rules, 2014.
f) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made:-
i) by the Auditors in their report:
No qualification or reservation has been observed by the Auditors in their Report.
ii) by the Company Secretary in Practice in his Secretarial Audit Report:
No qualification or reservation has been observed by the Secretarial Auditor in his Report.
g) Particulars of loans, guarantees or investments under Section 186.
The Board approved the unsecured loan of '' 16,00,000/- at its Meeting held on 12th August, 2014 to East Coast Powers Ltd. a subsidiary of the Company, bearing interest @ 16.5% per annum.
h) Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of Section 188.
Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is annexed herewith [in Form AOC-2] as Annexure-3.
i) The state of the Company''s affairs.
Due to continuous losses, the Board has approved in its Meeting held on 8th September, 2014 sale of the Company''s Chlor Alkali Manufacturing Facility at Ganjam in Odisha and Salt Manufacturing Facility at Pundi in Andhra Pradesh on "as is where is basis" on a slump sale as a going concern to Aditya Birla Chemicals (India) Ltd. at a lump sum consideration of '' 212 Crores. The Company has since completed this sale on 20th September, 2015.
j) Amount proposed to be carried to reserves.
The Company proposes to carry Rs, (1625.12) Lacs to reserves.
k) Recommendation of Dividend
The Board has not recommended any dividend for the financial year ended 31st March, 2016.
l) Material changes and commitments, affecting the financial position of the Company:
There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.
m) Details of conservation of energy, technology absorption, foreign exchange earnings and outgo:
Due to continuous losses, the Board has approved in its Meeting held on 8th September, 2014 sale of the Company''s Chlor Alkali Manufacturing facility at Ganjam in Odisha and Salt Manufacturing Facility at Pundi in Andhra Pradesh on "as is where is basis" on a slump sale as a going concern to Aditya Birla Chemicals (India) Ltd. at a lump sum consideration of '' 212 Crores. The Company has since completed this sale on 20th September, 2015.
Foreign exchange earnings and Outgo
During the year, total foreign exchange earned was '' 15.82 Lakhs.
n) Development and implementation of risk management policy
As per the requirements of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
The Risk Management Policy of the Company identifies, evaluates and mitigates the operational, strategic and external environment risks. For the same a Committee which has overall responsibility for monitoring and approving the risk policies and associated practices of the Company has been formed and it reviews the risks associated with the Company periodically.
The Policy determines the role of the Risk Management Committee of the Company which has been constituted to assist the Board of Directors of the Company in fulfilling its Corporate Governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Risk Management Committee has overall responsibility for monitoring and approving the risk policies and associated practices of the Company.
o) Policy of the Company on Corporate Social Responsibility.
Pursuant to Section 135(1) of the Companies Act, 2013 Corporate Social Responsibility Committee (CSR Committee) has been constituted and CSR policy has been adopted. As and when your Company fulfills the criteria specified in Section 135(1) of the Companies Act, 2013, it will approve the CSR Budget. As no CSR activity has been carried no Report on CSR Activities/ Initiatives is enclosed along with this Report.
p) Formal annual evaluation by the Board of its own performance and that of its committees and individual directors
Complied with the provisions of the Companies Act, 2013 and the Listing Agreement.
q) Matters pursuant to Companies (Accounts) Rules, 2014
Shri S.K. Lahoti was appointed as the Company Secretary of the Company with effect from 9th February, 2016.
r) Ratio of Directors Remuneration to Median Employees'' Remuneration & other as per Rule 5(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
Ratio of remuneration of Shri Virendraa Bangur (Managing Director) to the median remuneration of the employees: 4211.82%
Ratio of remuneration of Shri Prabhu Nath Ojha (Executive Director) to the median remuneration of the employees: 1640.73%
None of the other Directors received any remuneration other than the sitting fees for attending meetings of the Board or any Committee of the Board.
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
Percentage increase in remuneration of Shri Virendraa Bangur (Managing Director) : Nil
Percentage decrease in remuneration of Shri Prabhu Nath Ojha (Executive Director) : (20.46%)
Percentage increase in remuneration of Shri Pawan Kumar Gupta (Chief Financial Officer): 8.56%
Percentage increase in remuneration of Shri S.K. Lahoti, Company Secretary: 27.62%
(iii) The percentage increase in the median remuneration of employees in the financial year:
During F.Y. 2015-2016, the percentage increase in the median remuneration of employees as compared to previous year was not comparable because the Company has sold its Chloro-Alkali Manufacturing Unit at Ganjam, Odisha and Salt Fields at Pundi, Andhra Pradesh on slump sale basis on "as is where is basis" from 21.09.2015 to Aditya Birla Chemicals (India) Limited. Due to this most of the employees of the Company became employees of Aditya Birla Chemicals (India) Limited from the said date.
(iv) The number of permanent employees on the rolls of Company:
10 permanent employees were on the rolls of the Company at the close of the financial year.
(v) The explanation on the relationship between average increase in remuneration and company Performance:
As the Company was incurring losses, only minimum increases were given to its employees.
(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
Total remuneration paid to the Key Managerial Personnel of the Company during the year: Rs.1,01,95,740/-
As the Company is incurring losses, only minimum increase was given to Shri Pawan Kumar Gupta and Shri S.K.Lahoti and decrease in salary of Shri Prabhu Nath Ojha. Shri Virendraa Bangur was not entitled for any increase.
(vii) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.
Market Capitalization as on 31/03/2016: Rs, 7.08 * 29326457 = Rs, 20,76,31,316
Market Capitalization as on 31/03/2015: Rs, 4.96 * 29326457 = Rs, 14,54,59,227
Price Earnings ratio as on 31/03/2016 : 7.08 / 6.65 = 1.06
Price Earnings ratio as on 31/03/2015 : 4.96 / - 6.16 = (0.805)
% increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer = Rs, (15-7.45)/15 * 100 = 50.33% (decrease)
(viii) Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
During F.Y. 2015-2016, the percentage increase in the salaries of employees other than the Managerial personnel as compared to previous year was not comparable because the Company has sold its Chloro-Alkali Manufacturing Unit at Ganjam, Odisha and Salt Fields at Pundi, Andhra Pradesh on slump sale basis on "as is where is basis" from 21.09.2015 to Aditya Birla Chemicals (India) Limited. Due to this most of the employees of the Company became employees of Aditya Birla Chemicals (India) Limited.
(ix) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;
As the Company was incurring losses, only minimum increase was given to Shri Pawan Kumar Gupta and Shri S.K.Lahoti. Shri Virendraa Bangur was not entitled for any increase. Shri P. N. Ojha was re-appointed on reduced remuneration.
(x) The key parameters for any variable component of remuneration availed by the directors:
The remuneration availed by the directors during the year did not consist of any variable component.
(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:
No employee received remuneration in excess of the remuneration paid to the managing / Executive Director during the year.
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company.
The Company follows its remuneration policy in fixing the remuneration of its employees or directors.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights, sweat equity shares or ESOP.
3. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from the Subsidiary.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. All transactions are authorized, recorded and reported correctly. Internal Audits and checks are carried out regularly.
VIGIL MECHANISM
Pursuant to the requirements of the Section 177 (9) of the Companies Act 2013, the Company has established Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safeguards against victimization of directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the last AGM held on 4th September, 2015 M/s. K. N. Gutgutia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of one year.
Approval for re-appointment of Statutory Auditors M/s. K. N. Gutgutia & Co., Chartered Accountants having Firm Registration No. 304153F on the terms and conditions as approved by the Audit Committee of the Company and as recommended by the Board of Directors of the Company, is being sought from the members of the Company at the ensuing AGM.
Report of the Statutory Auditors along with Notes to Schedules is enclosed to this Report. The observations made in the Auditors'' Report are self-explanatory and do not call for any further comments.
COST AUDIT
As per the Cost Audit Orders, Cost Audit is applicable to the Company''s Caustic Soda, Liquid Chlorine, Hydrochloric Acid and Sodium Hypochlorite products for the year 2015-16.
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Shri S. P. S. Dangi, Cost Accountant of 339, Saket Nagar, Indore (M.P.), who is a Fellow Member of the Institute of Cost & Works Accountants of India having Membership No.752 has been appointed as Cost Auditor to conduct the audit of cost records of your Company relating to Caustic Soda for the financial year ending on 31st March 2016.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and the Rules made there under, Shri Arun Kumar Jaiswal, Practicing Company Secretary was appointed as Secretarial Auditor of the Company. The Report of the Secretarial Auditor is enclosed as Annexure 4 to this Report. The Report is self-explanatory and do not call for any further comments.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Prabhu Nath Ojha, a Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.
Shri Prabhu Nath Ojha has been re-appointed as the Executive Director of the Company for a further period of two years with effect from 1st April, 2016.
Shri Virendraa Bangur has been re-appointed as the Managing Director of the Company for a further period of three years with effect from 12th November, 2016.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company has Rs, 92,806.50/- lying unpaid or unclaimed against Dividend for the year 2008-09 (A/c No.135103000002301) and Rs, 54,793/- against the Interim Dividend for the year 2009-10 (A/c.No. 135103000002813). These amounts will become due for transfer to the Investor Education and Protection Fund on 2nd September, 2016 and 25th November, 2016 respectively. These amounts will be transferred to the Investor Education and Protection Fund on their respective due dates.
Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding Unpaid and Unclaimed Amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of the last AGM (i.e. 4th September, 2015) with the Ministry of Corporate Affairs.
FIXED DEPOSITS
Your Company has not accepted any deposit from public in terms of Section 73 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis comprising an overview of the financial results, operations / performance and future prospects of the Company is annexed and forms part of this Report.
HUMAN RESOURCES
Your Company treats its human resources as one of its most important assets.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review. Accordingly, the particulars required under the above Rule have not been given.
CORPORATE GOVERNANCE
As per the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, a Separate Section on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all levels, who contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
On behalf of the Board
Virendraa Bangur
Managing Director (DIN : 00237043)
Prabir Chakravarti
Director (DIN: 00273523)
Prabhu Nath Ojha
Place : Kolkata Executive Director
Date : 30th May, 2016 (DIN : 00592544)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended
31st March, 2015.
FINANCIAL RESULTS (summary)
31.03.2015 31-03-2014
Rs. Rs.
Profit/(Loss) for the year (28,27,15,333) (21,67,38,377)
Less/ (Add) : Provision for
Taxation :
- Current Tax - -
- Deferred Tax (Net) - (3,61,42,000)
- MAT Credit Entitlement - -
- Income Tax/ FBT for earlier years 23,10,696 37,197
(28,50,26,029) (18,06,33,574)
Add : Debit/Credit Balance brought (7,24,65,8 04) 10,81,67,770
forward
Balance carried forward to next year (35,74,91,833) (7,24,65,804)
OPERATING RESULTS
During the year under review, your Company has achieved production of
47644 MT of Caustic Soda, generated Wind Power of 53200 kwh and earned
Commission of Rs. 51.801 lacs in its Trading Division.
INDUSTRIAL RELATIONS
Relations with the staff and workers remained cordial throughout the
year.
GENERAL
The Company has already been accredited with ISO 9001-2008, ISO
14001-2004 and ISO-18000 certifications by DNV and these certifications
are being renewed as per procedures.
The welfare activities and other community development programmes
around the Factory including aid to educational institutions were
continued. The result of the students of Jayshree Chemicals School at
Ganjam, who appeared in the ICSE and ISC examinations during the year
was cent percent.
The Company's Shares are listed on the Bombay Stock Exchange Ltd. and
the Listing Fees for the year ended 31st March, 2015 has been paid.
The Company's Shares are available for dematerialisation both on
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. The Company's ISIN No. is INE 693E01016.
The Board has approved in their meeting held on 8th September, 2014
sale of the Company's Chlor Alkali Manufacturing facility at Ganjam in
Odisha and Salt Manufacturing Facility at Pundi in Andhra Pradesh on
"as is where is basis" on a slump sale as a going concern to Aditya
Birla Chemicals (India) Ltd. (ABCIL) at a lump sum consideration of
Rs.212 Crores. The Company is under the process to finalise the closing
date for hand over.
CURRENT OUTLOOK
Future of Chlor Alkali Industry is good. Demand of caustic soda in the
State of Odisha has been throughout good. Besides consuming our
production, caustic soda from other States also comes to Odisha in huge
quantity to meet the ever growing need of alumina /aluminium industry.
It is also used by paper, steel, power, pharmaceuticals, textiles,
soaps and detergents industries.
Chlorine consumption in the State of Odisha has been always lower due
to lack of consuming industries. The ancillary units of CPW have been
major consumers besides paper mills, pharmaceuticals and water
treatment sector. Demand for Hydrochloric Acid has shown upward trend
with addition of more HCl consuming industries in Odisha and nearby
Andhra Pradesh.
SAFETY
The Company has adequate system for Industrial Safety. The year under
review continued to be NIL accident year.
ENVIRONMENT
As reported earlier, your Company has implemented 'CHARTER ON CORPORATE
RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION' (CREP). It has taken all
required steps to fully comply with statutory environmental
regulations.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF THE
SUBSIDIARY
Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013
the statement containing the salient features of the financial
statement of the Company's subsidiary, is given as Annexure 1.
Further, brief about the business of the Subsidiary i.e. East Coast
Powers Limited ("ECPL") is as under:
The ECPL has not commenced its business operations. However, it has
earned interest on Term Deposits with Bank. Approval of the Government
of Odisha for Hydel Project from 24.7 MW to 20 MW, 6 MW and 6 MW
aggregating to 32 MW is awaited. On receipt of the same a formal
Memorandum of Understanding will be entered into between the Company
and the Government of Odisha. Thereafter, the Detailed Project Reports
will be submitted to the Government of Odisha for approval.
As required under the Companies Act, 2013 the Board of Directors of the
Company has by a resolution given consent for not attaching the balance
sheet of ECPL for the year ended 31st March, 2015. Accordingly, the
annual Accounts of the ECPL are not annexed to the Accounts of the
Company. However, the same for the above year and the related detailed
information including a hard copy thereof shall be made available at
any point of time to those shareholders of the Company who seek the
same. Annual Accounts of ECPL shall also be kept for inspection by any
shareholder at the Registered Office of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiary, East Coast
Powers Ltd., are annexed.
CAPITAL / FINANCE
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 29,32,64,570/-, comprising of
2,93,26,457 Equity shares of Rs. 10/- each.
Details required pursuant to Section 134(3) of Companies Act, 2013
a) Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and
Rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of Annual Return is Annexed as Annexure 2.
b) Details of Board Meetings
During the year, 5 (five) Board Meetings were held, details of which
are given below :
Date of the Meeting No. of Directors, who attended the Meeting
14/05/2014 7
12/08/2014 8
08/09/2014 4
13/11/2014 7
13/02/2015 6
A detailed note on the Board and its Committees is also provided under
Corporate Governance Report Section.
The Composition of the Committees and compliances, as per the
applicable provisions of the Act and Rules, are as follows:
COMMITTEES OF BOARD
Audit Committee
Sl. No. Name Chairman/ Members
1 Shri Prabir Chakravarti Chairman
2 Shri D. D. Kothari Member
3 Shri Satish Kapur Member
4 Smt. Sindhubala Choudhury Member
During the year, the Committee met on 14/05/2014, 12/08/2014,
13/11/2014 and 13/02/2015
Nomination and Remuneration Committee
Sl. No. Name Chairman/ Members
1 Prabir Chakravarti Chairman
2 Shri Virendraa Bangur* Member
3 Shri Satish Kapur Member
4 Smt. Sindhubala Choudhury Member
During the year, the Committee met once on 14th May, 2014.
*Shri Virendraa Bangur ceased to be a member of the Committee on 13th
February, 2015.
Stakeholders Relationship Committee
Sl. No. Name Chairman/ Members
1 Shri Prabir Chakrabarti Chairman
2 Shri D. D. Kothari* Member
3 Shri P. N. Ojha Member
4 Shri Virendraa Bangur Member
During the year, the Committee met on 10/04/2014, 30/04/2014,
31/05/2014, 10/06/2014, 30/06/2014, 21/07/2014, 05/12/2014 and
31/01/2015.
* Shri D. D. Kothari ceased to be a member of the Committee on 13th
February, 2015.
Corporate Social Responsibility Committee
Sl. No. Name Chairman/ Members
1 Shri Shree Kumar Bangur Chairman
2 Shri Virendraa Bangur Member
3 Shri Prabir Chakravarti Member
Risk Management Committee
Sl. No. Name Chairman/ Members
1 Shri Virendraa Bangur Chairman
2 Shri Prabhu Nath Ojha Member
3 Shri Ashan Kumar Singh Member
c) Directors' Responsibility Statement
Pursuant to the requirements of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, your Directors confirm 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 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;
(d) the Directors had prepared the annual accounts on a going concern
basis;
(e) 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
(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.
d) Declaration by Independent Directors
Shri Prabir Chakravarti, Shri D. D. Kothari, Shri Satish Kapur and Smt.
Sindhubala Choudhury are independent Directors on the Board of your
Company. In the opinion of the Board and as confirmed by these
Directors, they fulfil the conditions specified in Section 149 of the
Companies Act, 2013 and the Rules made thereunder about their status as
Independent Directors of the Company.
Disclosure on Reappointment of Independent Directors :
Shri Prabir Chakravarti, Shri D. D. Kothari, Shri Satish Kapur and Smt.
Sindhubala Choudhury were appointed as Independent Directors on the
Board of your Company for a period of 3 Consecutive years with effect
from 27th September, 2014. Reappointment of Independent Directors will
be done when the need arises in compliance with the Companies Act, 2013
e) Company's policy on Directors' appointment and remuneration as per
Section 178(3)
1. Directors' appointment and remuneration policy is based on the
provisions contained in the Companies Act, 2013, the Rules made
thereunder and the Listing Agreement.
2. Remuneration of Key Managerial Personnel and other employees is
based on the recommendation of the Audit Committee and approval of the
Board of Directors on the basis of experience and exposure in the
prescribed fields.
APPOINTMENT POLICY
The appointment policy for Independent Directors, Key Managerial
Personnel & Senior Executives is as under-
(A) Independent Directors :
Independent Directors are appointed based on the criteria mentioned in
Section 149(6) of the Companies Act, 2013 and in accordance with other
applicable provisions of the Companies Act, 2013, Rules made thereunder
and the Listing Agreement entered into with the Bombay Stock Exchange
Ltd.
(B) Key Managerial Personnel (KMP) :
Based on the recommendation of the Audit Committee, KMP are appointed
by the Board of Directors of the Company, based on the qualification,
experience and exposure in the prescribed fields. Removal of the KMP is
done by the Board of Directors of the Company. Appointment /Removal is
in accordance with the provisions of the Companies Act, 2013, Rules
made thereunder and the Listing Agreement entered into with the Bombay
Stock Exchange.
(C) Senior Executives :
Senior Executives are appointed by the Managing Director and/or the
Executive Director of the Company based on their qualification,
experience & exposure. Removal of the Senior Executives is done by the
Managing Director and/or the Executive Director. Appointment and
removal is noted by the Board of Directors of the Company as required
under clause 8(3) of the Companies (Meetings of Board and its Powers)
Rules, 2014.
f) Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made :
i) by the Auditors in their report :
No qualification or reservation has been observed by the Auditors in
their Report.
ii) by the Company Secretary in Practice in his Secretarial Audit
Report :
No qualification or reservation has been observed by the Secretarial
Auditor in his Report.
g) Particulars of loans, guarantees or investments under Section 186.
The Board approved the unsecured loan of Rs. 16,00,000/- w.e.f 22nd
July, 2014 at its Meeting on 12th August, 2014 to East Coast Powers
Ltd. a subsidiary of the Company, bearing interest @ 16.5% per annum.
h) Particulars of contracts or arrangements with related parties
referred to in Sub-section (1) of Section 188.
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of Section 188 is annexed herewith [in Form
AOC-2] as Annexure-3.
i) The state of the Company's affairs.
Due to continuous losses, the Board has approved in their Meeting held
on 8th September, 2014 sale of the Company's Chlor Alkali Manufacturing
facility at Ganjam in Odisha and Salt Manufacturing Facility at Pundi
in Andhra Pradesh on "as is where is basis" on a slump sale as a going
concern to Aditya Birla Chemicals (India) Ltd. at a lump sum
consideration of Rs. 212 Crores. The Company is under the process to
finalise the closing date for hand over.
j) Amount proposed to be carried to reserves.
The Company proposes to carry Rs. (-3574.92) Lacs to reserves.
k) Recommendation of Dividend
The Board has not recommended any dividend for the financial year ended
31st March, 2015.
l) Material changes and commitments, affecting the financial position
of the Company :
There has been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of this Report.
m) Details of conservation of energy, technology absorption, foreign
exchange earnings and outgo.
(a) Conservation of energy
(i) the steps taken or impact on conservation of energy
1) Implementation of VFD for boiler FD fan motor.
2) Recoating of high voltage cell elements in Cell House.
3) By taking various technical measures, power factor has improved
from 0.9950 to 0.9957 to restrict maximum demand.
(ii) the steps taken by the Company for utilizing alternate sources
of energy
None
(iii) the capital investment on energy conservation equipments
Recoating cost (Rs. 1.07 Cr) VFD (Cost Rs. 3.73 Lacs)
(b) Technology absorption
(i) the efforts made towards technology absorption
Excess Barium &Strontium raise the voltage and decrease the current
efficiency. To maintain the Barium concentration < 100 ppb and strontium
concentration < 50 ppb in feed brine, the duration of ion exchange
regeneration was reduced from 72 hours to 48 hours.
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution
The rate of rising voltage come down , increases the current efficiency
and reduce the physical damage of cathode side membrane.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)-
NA
a) the details of technology imported NA
b) the year of import; NA
c) whether the technology has been fully absorbed NA
d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof
NA
(iv) The expenditure incurred on Research and Development Nil
(c) Foreign exchange earnings and Outgo
During the year, total foreign exchange used was Rs.54.10 Lakhs and the
total foreign exchange earned was Rs. 51.80 Lakhs.
n) Development and implementation of risk management policy
As per the requirements of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically.
The Risk Management Policy of the Company identifies, evaluates and
mitigates the operational, strategic and external environment risks.
For the same a Committee which has overall responsibility for
monitoring and approving the risk policies and associated practices of
the Company has been formed and it reviews the risks associated with
the Company periodically.
The Policy determines the role of the Risk Management Committee of the
Company which has been constituted to assist the Board of Directors of
the Company in fulfilling its Corporate Governance oversight
responsibilities with regard to the identification, evaluation and
mitigation of operational, strategic and external environment risks.
The Risk Management Committee has overall responsibility for monitoring
and approving the risk policies and associated practices of the
Company.
o) Policy of the Company on Corporate Social Responsibility
Pursuant to Section 134 (1) of the Companies Act, 2013 Corporate Social
Responsibility Committee (CSR Committee) has been constituted and CSR
policy has been adopted. As and when your Company fulfills the criteria
specified in Section 134 (1) of the Companies Act, 2013, it will
approve the CSR Budget.As no CSR activity has been carried no Report on
CSR Activities/ Initiatives is enclosed along with this Report.
p) Formal annual evaluation by the Board of its own performance and
that of its committees and individual directors
Complied with the provisions of the Companies Act, 2013 and the Listing
Agreement.
q) Matters pursuant to Companies (Accounts) Rules, 2014
Shri Pawan Kumar Gupta was re-designated as the Chief Financial Officer
of the Company by the Board of Directors at its Meeting held on 14th
May, 2014.
Ratio of Directors Remuneration to Median Employees' Remuneration &
other as per Rule 5(1) to the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Ratio of remuneration of Shri Virendraa Bangur (Managing Director) to
the median remuneration of the employees: 1740.18%
Ratio of remuneration of Shri Prabhu Nath Ojha (Executive Director) to
the median remuneration of the employees: 1081.56%
None of the other Directors receive any remuneration other than the
sitting fees for attending meetings of the Board or any Committee of
the Board.
(ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year;
Percentage increase in remuneration of Shri Virendraa Bangur (Managing
Director) : Nil
Percentage increase in remuneration of Shri Prabhu Nath Ojha (Executive
Director) : 3.31%
Percentage increase in remuneration of Shri Pawan Kumar Gupta (Chief
Financial Officer): 9.37%
Percentage increase in remuneration of Shri Raj Kishore Gupta (Company
Secretary) : Nil
(iii) The percentage increase in the median remuneration of employees
in the financial year : 12.84%
(iv) The number of permanent employees on the rolls of Company :
313 permanent employees were on the rolls of the Company
(v) The explanation on the relationship between average increase in
remuneration and Company performance :
As the Company is incurring heavy losses, only minimum increases were
given to its employees.
(vi) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company :
Total remuneration paid to the Key Managerial Personnel of the Company
during the year : Rs. 98,98,175/-
As the Company is incurring losses, only minimum increase was given to
Shri Pawan Kumar Gupta and Shri Prabhu Nath Ojha. Shri Virendraa
Bangur, and Shri Raj Kishore Gupta were not entitled for any increase.
(vii) Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the company came out with the last public offer.
Market Capitalisation as on 31/03/2015 :
Rs. 4.96 * 29326457 = Rs. 14,54,59,227
Market Capitalisation as on 31/03/2014 :
Rs. 7.45 * 29326457 = Rs. 21,84,82,105
Price Earning ratio as on 31/03/2015 :
4.96 / - 6.16 = (0.805)
Price Earning ratio as on 31/03/2014 :
7.45 / - 9.73 = (0.765)
% increase over decrease in the market quotations of the shares of the
Company in comparison to the rate at which the Company came out with
the last public offer =
Rs. (15-7.45)/15 * 100 = 50.33% (decrease)
(viii) Average percentile increase already made in the salaries of
employees other than the Managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof :
Average percentile increase already made in the salaries of employees
other than the Managerial personnel in the last financial year : 15.06%
Percentile increase in the managerial remuneration : 3.53%
(ix) Comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company;
As the Company is incurring losses, only minimum increase was given to
Shri Pawan Kumar Gupta and Shri Prabhu Nath Ojha. Shri Virendraa
Bangur, and Shri Raj Kishore Gupta were not entitled for any increase.
(x) The key parameters for any variable component of remuneration
availed by the directors:
The remuneration availed by the directors during the year did not
consist of any variable component.
(xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
No employee received remuneration in excess of the remuneration paid to
the Managing / Executive Director during the year.
(xii) Affirmation that the remuneration is as per the remuneration
policy of the Company.
The Company follows its remuneration policy in fixing the remuneration
of its employees or directors.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights, sweat equity
shares or ESOP.
3. Neither the Managing Director nor the Whole-time Director of the
Company receive any remuneration or commission from the subsidiary.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the
Company's operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company. All transactions are authorised, recorded and reported
correctly. Internal Audits and checks are carried out regularly.
VIGIL MECHANISM
Pursuant to the requirements of Section 177 (9) of the Companies Act
2013, the Company has established Vigil (Whistle Blower) Mechanism
which aims to provide a channel to the Directors and employees to
report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of the Codes of Conduct or policy.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations and in order to maintain
these standards, the Company encourages its employees who have genuine
concerns about suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safeguards against victimization of
directors and employees to avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in exceptional
cases.
This neither releases employees from their duty of confidentiality in
the course of their work nor can it be used as a route for raising
malicious or unfounded allegations about a personal situation.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the last AGM held on 27th September, 2014 M/s. K. N. Gutgutia & Co.,
Chartered Accountants, were appointed Statutory Auditors of the Company
for a period of one year.
Approval for re-appointment of Statutory Auditors M/s. K. N. Gutgutia
& Co., Chartered Accountants having Firm Registration No. 304153F on
the terms and conditions as approved by the Audit Committee of the
Company and as recommended by the Board of Directors of the Company, is
being sought from the members of the Company at the ensuing AGM.
Report of the Statutory Auditors alongwith Notes to Schedules is
enclosed to this Report. The observations made in the Auditors' Report
are self-explanatory and do not call for any further comments.
COST AUDIT
As per the Cost Audit Orders, Cost Audit is applicable to the Company's
Caustic Soda, Liquid Chlorine, Hydrochloric Acid and Sodium
Hypochlorite products for the year 2014-15.
In terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, Shri S. P. S. Dangi, Cost Accountant of 339,
Saket Nagar, Indore (M.P.), who is a Fellow Member of the Institute of
Cost & Works Accountants of India having Membership No.752 have been
appointed as Cost Auditor to conduct the audit of cost records of your
Company relating to Caustic Soda for the financial year ending on 31st
March 2016. The remuneration proposed to be paid to him requires
ratification of the shareholders of the Company. In view of this, your
ratification for payment of remuneration to the Cost Auditor is being
sought at the ensuing AGM.
Your Company submits its Cost Audit Report with the Ministry of
Corporate Affairs within the stipulated time period.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and the Rules made there under, Shri
Arun Kumar Jaiswal Practicing Company Secretary was appointed
Secretarial Auditor of the Company. The Report of the Secretarial
Auditor is enclosed as Annexure 4 to this Report. The Report is
self-explanatory and do not call for any further comments.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Shree Kumar Bangur, a Director of the Company retires by rotation
at the ensuing Annual General Meeting of the Company and being
eligible, offers himself for reappointment.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company has Rs. 62,135/- lying unpaid or unclaimed for a period of
seven years against Dividend for the year 2007-08 (A/c no.
135103000000231). Therefore this amount is required to be transferred
to the Investor Education and Protection Fund.
Pursuant to the provisions of the Investor Education and Protection
Fund (Uploading of information regarding Unpaid and Unclaimed Amounts
lying with Companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company, as on the date of the last AGM (i.e. 27th
September, 2014), with the Ministry of Corporate Affairs.
FIXED DEPOSITS
Your Company has not accepted any deposit from public in terms of
Section 73 of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis comprising an overview of the
financial results, operations / performance and future prospects of the
Company is annexed and forms part of this Report.
HUMAN RESOURCES
Your Company treats its human resources as one of its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. Number of programs that
provide focussed people attention are currently underway. Your
Company's thrust is on the promotion of talent internally through job
rotation and job enlargement.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, during the year under review. Accordingly, the particulars
required under the above Rule have not been given.
CORPORATE GOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. Report on Corporate
Governance is annexed. Necessary declaration duly signed by the
Executive Director of the Company to the effect that all the Board
Members and Senior Management personnel have affirmed their compliance
on an annual basis with the Code of Conduct as laid down by the Company
pursuant to the requirements of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange Ltd. is annexed and forms part of this
Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders
and advisers of the Company for their continued support.
Your Directors also thank the Central and the State Government, and
other statutory authorities for their continued support.
On behalf of the Board
Virendraa Bangur
Managing Director
(DIN : 00237043)
Prabhu Nath Ojha
Executive Director
(DIN : 00592544)
Place : Kolkata
Date : 14th May, 2015
Mar 31, 2014
To The Members
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended
31st March, 2014.
FINANCIAL RESULTS
Particulars 31-3-2014 31-3-2013
Profit/(Loss) for the year (21,67,38,377) 1,49,46,007
Less/(Add) : Provision for Taxation :
-Current Tax - 29,90,000
- Deferred Tax (Net) (3,61,42,000) 62,89,000
- MAT Credit Entitlement - (29,90,000)
- Income Tax/FBT for earlier years 37,197 -
(18,06,33,574) 86,57,007
Add : Credit Balance brought
forward 10,81,67,770 9,95,10,763
Balance carried forward to next year(7,24,65,804) 10,81,67,770
DIVIDEND
The Board has not recommended any dividend for the financial year ended
31st March, 2014.
OPERATING RESULTS
During the year under review, your Company has achieved production of
44,609 M.T. of Caustic Soda, generated Wind Power of 24,20,464 kwh and
earned Commission of Rs. 50.41 Lacs in its Trading Division.
The lease of salt fields being No. 2 and 3 at Pundi granted by the
Government of India in favour of Shri Gopinath Gajapathy Narayan Deo
and Shri Sarbgyan Jagannath Gajapathy Narayan Deo expired on 31st
December, 2013. Consequently the sub- lease of the above salt fields
granted by the above Lessees in favour of the Company also expired on
31st December, 2013. The Company is taking required steps to get the
lease of salt fields as per the new guidelines of the Government of
India.
There was a severe cyclone Phailin which hit the State of Odisha in the
night of 11th October, 2013. Due to this, extensive damage was done to
the boundary walls, sheds, buildings, equiptments, tanks, pipelines and
furniture etc. in the Company''s Plant. Besides this, huge quantity of
salt was washed away and several trees were uprooted. The power supply
was also cut off from the Grid. In view of this, the Company''s Plant
was shut for 8 days from 12th October, 2013 to 19th October, 2013.
Immediately after the above Cyclone, there was a flood in the adjacent
Rishikulya River on 24th /25th October, 2013 due to which there was
further loss of production.
CURRENT OUTLOOK
Future of Chlor Alkali Industry is good. Demand of caustic soda in the
State of Odisha has been good. Besides consuming our production,
caustic soda from other states also comes to Odisha in huge quantity to
meet the ever growing need of alumina/aluminium industry. It is also
used by paper, steel, power, pharmaceuticals, textiles, soaps and
detergents industries.
Chlorine consumption in the State of Odisha has been always lower due
to lack of consuming industries. The ancillary units of CPW have been
major consumers besides paper mills, pharmaceuticals and water
treatment sector. Demand for Hydrochloric Acid has shown upward trend
with addition of some HCL consuming industries in Odisha and nearby
Andhra Pradesh.
Your Company has evaluated feasibility of some value added products of
Chlorine in order to have its own consumption and also ensure that the
capacity of the Plant can be expanded in future.
INDUSTRIAL RELATIONS
Relations of the Company with the staff and workers remained cordial
throughout the year.
GENERAL
The Company has already been accredited with ISO 9001- 2008 and ISO
14001-2004 certifications by DNV and these certifications are being
renewed as per procedures. The Company is further in advance stage of
acquiring ISO-18000 certification by DNV which is expected by 2nd
quarter.
The welfare activities and other community development programmes
around the Factory including aid to educational institutions were
continued. The results of the students of Jayshree Chemicals School at
Ganjam, who appeared in the ICSE and ISC examinations during the year
was cent percent.
The Company''s Shares are listed on the Bombay Stock Exchange Ltd. and
the Listing Fees for the year ended 31st March, 2014 has been paid.
The Company''s Shares are available for dematerialisation both at
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. The ISIN No. is INE693E01016.
The Company places on record its appreciation for the dedicated
services of all the Workmen, Staff and Executives. The Company also
expresses its gratitude to the State Government, Electricity
Authorities, State Bank of Bikaner And Jaipur, State Bank of India,
Indian Overseas Bank, United Bank of India and the Local Authorities
for their continued co-operation and support.
SAFETY
The Company has adequate system for Industrial Safety. The year under
review continued to be NIL accident year.
ENVIRONMENT
As reported earlier, your Company has implemented ''CHARTER ON CORPORATE
RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION'' (CREP).
SUBSIDIARY COMPANY
East Coast Powers Ltd., subsidiary of the Company (ECPL), is awaiting
necessary approvals from the Government for seffing up Hydel Power
Project in the State of Odisha. Since we require huge power for
production of Caustic Soda, the Company will take power from its
subsidiary on implementation of its Project. This will be beneficial
for the Company in future.
As required under Section 212 of the Companies Act, 1956, the Board of
Directors of the Company has by a resolution given consent for not
attaching the balance sheet of ECPL for the year ended 31st March,
2014. Accordingly, the annual Accounts of the ECPL are not annexed to
the Accounts of the Company. However, the same for the above year and
the related detailed information including a hard copy thereof shall be
made available at any point of time to those shareholders of the
Company who seek the same. Annual Accounts of ECPL shall also be kept
for inspection by any shareholder at the Registered Office of the
Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiary, East Coast
Powers Ltd., are annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars prescribed under 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, to the extent
applicable, forming part of this Report, are as per annexure.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, during the year under review.
Accordingly, the particulars required under the above Section have not
been given.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors state :
(i) that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures, if any;
(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
loss 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 the Companies Act, 1956 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is annexed and forms
part of this Report.
CORPORATE GOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. Report on
Corporate Governance is annexed. Necessary declaration duly signed by
the Executive Director of the Company to the effect that all the Board
Members and Senior Management personnel have affirmed their compliance
on an annual basis with the Code of Conduct as laid down by the Company
pursuant to the requirements of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange Ltd. is annexed and forms part of this
Report.
DIRECTORS
The Industrial Development Corporation of Orissa Limited (IDCOL) has
nominated Shri Binaya Kumar Mishra, Head (Mines & Tech) of IDCOL on the
Board of Directors of the Company in place of Shri Prasanta Kumar
Mishra with effect from 3rd March, 2014. The Directors place on record
their appreciation for the valuable services rendered by Shri Prasanta
Kumar Mishra during his tenure of office as a Director of the Company.
Shri Virendraa Bangur retire by rotation and being eligible offers
himself for re-appointment.
AUDITORS
Statutory Auditors
M/s. K. N. Gutgutia & Co., Chartered Accountants, Auditors of the
Company, retire and are eligible for re-appointment. Cost Auditor Shri
S. P. S. Dangi of 339, Saket Nagar, Indore (M.P.), who is a Fellow
Member of the Institute of Cost & Works Accountants of India having
Membership No. 752 was appointed as the Cost Auditor for audit of the
Cost Accounts maintained by the Company relating to Caustic Soda for
the year ended 31st March, 2013. The subject Cost Audit Report was duly
filed on 30th September, 2013. Shri Dangi was re-appointed as such Cost
Auditor for the year ending 31st March, 2014.
On behalf of the Board
Place : Kolkata S. K. Bangur
Date : 15th May, 2014 Chairman
Mar 31, 2013
To the Members
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended
31st March, 2013.
Financial Results
Particulars 31-03-2013 31-03-2012
Profit for the year 1,49,46,007 53,58,558
Less/(Add): Provision for
Taxation :
- Current Tax 29,90,000 10,22,000
- Deferred Tax (Net) 62,89,000 (24,81,000)
- MAT Credit Entitlement (29,90,000) (10,22,000)
86,57,007 78,39,558
Add: Credit Balance brought forward 9,95,10,763 9,16,71,205
Making a surplus of 10,81,67,770 9,95,10,763
Balance carried forward to next year 10,81,67,770 9,95,10,763
Dividend
The Board has not recommended any dividend for the financial year ended
31st March, 2013.
Operating Results
During the year under review, your Company has achieved the highest
ever production of 49,785 M.T. of Caustic Soda, generated highest Wind
Power of 30,16,294 kwh and earned highest Commission of ? 29.22 Lacs in
its Trading Division.
Current Outlook
The Industry outlook is good. Two new aluminum/alumina plants are
coming in the State of Odisha and are in advance stage of completion.
Alumina industry is the major caustic soda consumer. Besides, it has
multiple uses in paper, steel, power, pharmaceuticals, textiles, soaps
and detergents industries.
However, there is no major consumer of chlorine in Odisha where the
Company''s plant is located. This has been impacting the chlorine off
take. The ancillary units of CPW have been major consumers besides
paper mills, pharmaceuticals and water treatment sector. A few
industries are upcoming in Andhra Pradesh which will boost demand for
Hydro Choric Acid.
Your Company is evaluating feasibility of some value added products of
Chlorine in order to have its own consumption and also ensure that the
capacity of the Plant can be expanded in future.
The main element of cost of production is power and industrial salt.
Power rates are increasing every year. The Company has been making all
efforts to reduce power consumption by adopting various innovations in
its Plant. The effort of the Company has been recognized by The Indian
Chemical Council by awarding the "ICC Certificate of Merit" to the
Company for excellence in Energy Conservation and Management for the
year 2011.
The Company has been continuously exploring options to optimize cost of
raw materials. In this direction, we have started procuring salt from
the regions like Tamil Nadu and Andhra Pradesh, besides maintaining
some supplies from Gujarat.
The Company has applied for restructuring of debt to the Term Lenders
as cash generation is not sufficient to meet its debt obligation.
Industrial Relations
Relations of the Company with the staff and workers remained cordial
throughout the year. The Company has entered into a fresh agreement
with its labour unions, which shall remain valid upto 31st December,
2015.
General
The Company has been accredited with ISO 9001-2008 and ISO 14001-2004
Certificates for Quality Management System and Environmental Management
System respectively by Det Norske Veritas (DNV) and is in process of
getting ISO 14000 certification.
The welfare activities and other community development programmes
around the Factory including aid to educational institutions were
continued. The results of the students of Jayshree Chemicals School at
Ganjam, who appeared in the ICSE and ISC examinations during the year
was cent percent.
The Company''s Shares are listed on the Mumbai Stock Exchange Ltd. and
the Listing Fees for the year ended 31st March, 2013 has been paid.
The Company''s Shares are available for dematerialisation both on
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. The ISIN No. is INE 693E01016.
The Company places on record its appreciation for the dedicated
services of all the Workmen, Staff and Executives. The Company also
expresses its gratitude to the State Government, Electricity
Authorities, State Bank of Bikaner and Jaipur, State Bank of India,
Indian Overseas Bank, United Bank of India and the Local Authorities
for their continued co-operation and support.
Safety
The Company has adequate system for Industrial Safety. The year under
review continued to be NIL accident year.
Environment
As reported earlier, your Company has implemented ''CHARTER ON CORPORATE
RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION''(CREP).
Subsidiary Company
East Coast Powers Ltd., subsidiary of the Company (ECPL), is awaiting
necessary approvals from the Government for setting up Hydel Power
Project in the State of Odisha. Since we require huge power for
production of Caustic Soda, the Company will take power from its
subsidiary on implementation of its Project. This will be beneficial
for the Company in future.
As required under Section 212 of the Companies Act, 1956, the Board of
Directors of the Company has by a resolution given consent for not
attaching the balance sheet of ECPL for the year ended 31st March,
2013. Accordingly, the Annual Accounts of the ECPL are not annexed to
the Accounts of the Company. However, the same for the above year and
the related detailed information including a hard copy thereof shall be
made available at any point of time to those shareholders of the
Company who seek the same. Annual Accounts of ECPL shall also be kept
for inspection by any shareholder at the Registered Office of the
Company.
Consolidated Financial Statements
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiary, East Coast
Powers Ltd., are annexed.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
The Particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, to the extent
applicable, forming part of this Report, areasperannexure.
Particulars of Employees
The Company had no employee drawing remuneration specified under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, during the year under review.
Accordingly, the particulars required under the above Section have not
been given.
Directors''Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors state:
(i) that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures, if any;
(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 the Companies Act, 1956 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.
Management Discussion and Analysis Report
A report on Management Discussion and Analysis is annexed and forms
part of this Report.
Corporate Governance
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. Report on
Corporate Governance is annexed. Necessary declaration duly signed by
the Executive Director of the Company to the effect that all the Board
Members and Senior Management Personnel have affirmed their compliance
on an annual basis with the Code of Conduct as laid down by the Company
pursuant to the requirements of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange Ltd. is annexed and forms part of this
Report.
Directors
Shri S. K. Bangur and Shri D. D. Kothari retire by rotation and being
eligible offer themselves for re-appointment.
Auditors Statutory Auditor
M/s. K. N. Gutgutia & Co., Chartered Accountants, Auditors of the
Company, retire and are eligible for re-appointment.
Cost Auditor
Shri S. P. S. Dangi of 339, Saket Nagar, Indore (M.P.), who is a Fellow
Member of the Institute of Cost & Works Accountants of India having
Membership No.752 was appointed as the Cost Auditor for audit of the
Cost Accounts maintained by the Company relating to Caustic Soda for
the year ended 31st March, 2012. The subject Cost Audit Report was duly
filed on 1st January, 2013. Shri Dangi was re- appointed as such Cost
Auditor for the year ending 31st March, 2013.
On behalf of the Board
Kolkata S. K. Bangur
Date :11th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended
31st March, 2012.
FINANCIAL RESULTS
Particulars 31-3-2012 31-3-2011
Rs Rs
Profit for the year 53,58,558 1,42,51,371
Less/(Add): Provision for Taxation :
- Current Tax 10,22,000 28,41,000
- Deferred Tax (Net) (24,81,000) (35,21,000)
- MAT Credit Entitlement (10,22,000) 41,91,000
- Income Tax Provision/Payment for
earlier years - (26,785)
78,39,558 1,07,67,156
Add : Credit balance brought forward 9,16,71,205 8,09,04,049
Making a surplus of 9,95,10,763 9,16,71,205
Balance carried forward to next year 9,95,10,763 9,16,71,205
9,95,10,763 9,16,71,205
DIVIDEND
The Board has not recommended any dividend for the financial year ended
31st March, 2012.
OPERATING RESULTS
The commercial production from the new Plant commenced from 1st April,
2011. The Company could achieve production of 45,233 MT of Caustic Soda
being 85% of the installed capacity in the first year of operation of
the new Plant.
CURRENT OUTLOOK
The Company has commissioned the latest State of the Art and
Environment Friendly Membrane Cell Technology based Plant resulting in
increase of capacity by more than double. With the increased production
capacity the Company will strengthen its presence in the State of
Odisha. The Industry outlook is bright due to expansion by the alumina
manufacturers/new alumina projects being implemented which is the major
caustic soda consumer industry.
INDUSTRIAL RELATIONS
Relations of the Company with the staff and workers remained cordial
throughout the year.
GENERAL
The Company has been accredited with ISO 9001-2008 and ISO 14001-2004
Certificates for Quality Management System and Environmental Management
System respectively by Det Norske Veritas (DNV) in the year under
review.
The welfare activities and other community development programmes
around the Factory including aid to educational institutions were
continued. The results of the students of Jayshree Chemicals School at
Ganjam, who appeared in the ICSE and ISC examinations during the year
continue to be very good.
The Company's Shares are listed on the Bombay Stock Exchange Ltd. and
the Listing Fees for the year ended 31st March, 2012 has been paid.
The Company's Shares are available for dematerialisation both on
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. The ISIN No. is INE 693E01016.
The Company places on record its appreciation for the dedicated
services of all the Workmen, Staff and Executives. The Company also
expresses its gratitude to the State Government, Electricity
Authorities, State Bank of Bikaner And Jaipur, State Bank of India,
Indian Overseas Bank and the Local Authorities for their continued
co-operation and support.
SAFETY
The Company has adequate system for Industrial Safety. The year under
review continued to be NIL accident year.
ENVIRONMENT
As reported earlier, your Company has implemented 'CHARTER ON CORPORATE
RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION' (CREP).
SUBSIDIARY COMPANY
East Coast Powers Ltd., subsidiary of the Company (ECPL), is awaiting
necessary approvals from the Government for setting up Hydel Power
Project in the State of Odisha. Since we require huge power for
production of Caustic Soda, the Company will take power from its
subsidiary on implementation of its Project. This will be beneficial
for the Company in future.
As required under Section 212 of the Companies Act, 1956, the Board of
Directors of the Company has by a resolution given consent for not
attaching the balance sheet of ECPL for the year ended 31st March,
2012. Accordingly, the annual Accounts of the ECPL are not annexed to
the Accounts of the Company. However, the same for the above year and
the related detailed information including a hard copy thereof shall be
made available at any point of time to those shareholders of the
Company who seek the same. Annual Accounts of ECPL shall also be kept
for inspection by any shareholder at the Registered Office of the
Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiary, East Coast
Powers Ltd., are annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, to the extent
applicable, forming part of this Report, are as per annexure.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, during the year under review.
Accordingly, the particulars required under the above Section have not
been given.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors state:-
(i) that in the preparation of the annual Accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures, if any;
(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 the Companies Act, 1956 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is annexed and forms
part of this Report.
CORPORATE GOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. Report on
Corporate Governance is annexed. Necessary declaration duly signed by
the Managing Director of the Company to the effect that all the Board
Members and Senior Management personnel have affirmed their compliance
on an annual basis with the Code of Conduct as laid down by the Company
pursuant to the requirements of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange Ltd. is annexed and forms part of this
Report.
DIRECTORS
Shri Prabhu Nath Ojha was appointed as an additional Director of the
Company with effect from 17th August, 2011. He holds office upto the
date of the ensuing Annual General Meeting of the Company and is
eligible for appointment. Shri Ojha was also appointed as the wholetime
Director designated as Executive Director of the Company for a period
of 3 years with effect from 17th August, 2011.
Shri D. K. Maheshwari ceased to be a Director of the Company by
resignation with effect from the close of business on 15th November,
2011. The Directors place on record their appreciation for the valuable
services rendered by Shri D. K. Maheshwari during his tenure of office
as a Director of the Company.
Smt. Sindhubala Choudhury and Shri Prabir Chakravarti retire by
rotation and being eligible offer themselves for re-appointment.
AUDITORS Statutory Auditor
M/s. K. N. Gutgutia & Co., Chartered Accountants, Auditors of the
Company, retire and are eligible for re-appointment.
Cost Auditor
Shri S. P. S. Dangi of 339, Saket Nagar, Indore (M.P.), who is a Fellow
Member of the Institute of Cost & Works Accountants of India having
Membership No.752 was appointed as the Cost Auditor for audit of the
Cost Accounts maintained by the Company relating to Caustic Soda for
the year ended 31st March, 2011. The subject Cost Audit Report was
required to be filed on or before 30th September, 2011 and the same was
duly filed on 21st September, 2011. Shri Dangi was re-appointed as such
Cost Auditor for the year ended 31st March, 2012 and the subject Cost
Audit Report will be filed within the prescribed period.
On behalf of the Board
Kolkata Virendra Bangur Prabhu Nath Ojha
Date: 17th May, 2012 Managing Director Executive Director
Mar 31, 2011
To the Members
The Directors have pleasure in presenting herewith their Annual Report
together with the audited Accounts of the Company for the year ended
31st March, 2011.
FINANCIAL RESULTS
Particulars 31/03/2011 31/03/2010
Rs Rs
Profit for the year 1,42,51,371 7,30,51,563
Less/(Add):Provision for Taxation
-Current Tax 28,41,000 1,24,19,000
-Deferred Tax (Net) (35,21,000) 1,95,53,000
- MAT Credit Entitlement 41,91,000 (58,84,000)
- Income Tax Provision/ (26,785) (3,26,100)
Payment for earlier
Years
1,07,67,156 4,72,89,663
Add:Credit Balance brought 8,09,04,049 3,98,52,657
forward
Making a surplus of 9,16,71,205 8,71,42,320
Which is appropriated as under:
-Interim Dividend on Equity Shares - 53,32,083
-Taxon Dividend - 9,06,188
- Balance carried forward to next 9,16,71,205 8,09,04,049
Year
9,16,71,205 8,71,42,320
DIVIDEND
The Board has not recommended any dividend for the financial year ended
31st March, 2011.
OPERATING RESULTS
Due to breakdown of Rectifier-Transformer of the old Plant and
expansion activities carried during the year, the production was lower.
The Expansion-Cum-Conversion Project was completed on 29th December,
2010 but the same was under trial run upto31st March, 2011.
CURRENT OUTLOOK
The Company has commissioned the latest state of the Art and
Environment Friendly Membrane Cell Technology based Plant resulting in
increase of capacity by more than double. With the increased production
capacity the Company will strengthen its presence in the State. The
Industry outlook is bright due to expansion by the alumina
manufacturers/new alumina projects being implemented which is the major
caustic soda consumer industry.
INDUSTRIAL RELATIONS
Relations of the Company with the staff and workers remained cordial
throughout the year.
GENERAL
The welfare activities and other community development programmes
around the Factory including aid to educational institutions were
continued. The results of the students of Jayshree Chemicals School at
Ganjam, who appeared in the ICSE and ISC examinations during the year
continue to be very good.
The Company's Shares are listed on the Mumbai Stock Exchange and the
Listing Fees for the year ended 31st March, 2011 has been paid.
The Company's Shares are available for dematerialisation both on
National Securities Depository Ltd. and Central Depository Services
(India) Ltd. The ISIN No. is INE 693E01016.
The Company places on record its appreciation for the dedicated
services of all the Workmen, Staff and Executives. The Company also
expresses its gratitude to the State Government, Electricity
Authorities, State Bank of Bikaner and Jaipur, State Bank of India,
Indian Overseas Bank and the Local Authorities for their continued
co-operation and support.
SAFETY
The Company has adequate system for Industrial Safety. The year under
review continued to be NIL accident year.
ENVIRONMENT
As reported earlier, your Company has implemented 'CHARTER ON CORPORATE
RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION' (CREP).
SUBSIDIARY COMPANY
East Coast Powers Ltd., subsidiary of the Company (ECPL), is in process
of taking necessary approvals from the Government for setting up Hydel
Power Project in the State of Orissa. Since we require huge power for
production of Caustic Soda, the Company will take power from its
subsidiary on implementation of its Project. This will be beneficial
for the Company in future.
As required under Section 212 of the Companies Act, 1956, the Board of
Directors of the Company has by a resolution given consent for not
attaching the balance sheet of ECPL for the year ended 31st March,
2011. Accordingly, the Annual Accounts of the ECPL are not annexed to
the Accounts of the Company. However, the same for the above year and
the related detailed information including a hard copy thereof shall be
made available at any point of time to those shareholders of the
Company who seek the same. Annual Accounts of ECPL shall also be kept
for inspection by any shareholder at the Registered Office of the
Company.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Accounting Standard 21, Consolidated Financial
Statements of the Company together with its subsidiary, East Coast
Powers Ltd., are annexed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988, to the extent
applicable, forming part of this Report, areasperannexure.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing remuneration specified under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, during the year under review.
Accordingly, the particulars required under the above Section have not
been given.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors state :
(i) that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures, if any;
(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 the Companies Act, 1956 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is annexed and forms
part of this Report.
CORPORATE GOVERNANCE
The Company has complied with the provisions of Clause 49 of the
Listing Agreement relating to Corporate Governance. Report on
Corporate Governance is annexed. Necessary declaration duly signed by
the Managing Director of the Company to the effect that all the Board
Members and Senior Management personnel have affirmed their compliance
on an annual basis with the Code of Conduct as laid down by the Company
pursuant to the requirements of Clause 49 of the Listing Agreement with
the Bombay Stock Exchange is annexed and forms part of this Report.
DIRECTORS
The Industrial Development Corporation of Orissa Ltd. nominated Shri
Prasanta Kumar Mishra on the Board of Directors of the Company with
effect from 20th May, 2011 in place of Shri P. C. Mohanta.
The Directors place on record their appreciation for the valuable
advices given by Shri P. C. Mohanta during his tenure of office as a
Director of the Company.
Shri Virendra Bangur was appointed as the Managing Director of the
Company with effect from 12th November, 2010.
Shri D. K. Maheshwari ceased to be the Executive Director of the
Company on expiry of his term with effect from the close of business on
31st March, 2011. He, however, continues to be a Director of the
Company.
Shri D. K. Maheshwari and Shri Satish Kapur retire by rotation and
being eligible offer themselves for re-appointment.
AUDITORS
Statutory Auditor
M/s. K. N. Gutgutia & Co., Chartered Accountants, Auditors of the
Company, retire and are eligible for re-appointment.
Cost Auditor
Shri Satyendra Prasanna Sinha Dangi (S. P. S. Dangi) of 339, Saket
Nagar, Indore (M.P.), who is a Fellow of the Institute of Cost & Works
Accountants of India having Membership No.752 was appointed as the Cost
Auditor for audit of the Cost Accounts maintained by the Company
relating to Caustic Soda for the year ended 31st March, 2010. The
subject Cost Audit Report was required to be filed on or before 30th
September, 2010 and the same was duly filed on 28th September, 2010.
On behalf of the Board
Prabir Chakravarti
Satish Kapur
SindhubalaChoudhury
D. K. Maheshwari
Kolkata
Date :31st May, 2011
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