Mar 31, 2018
Boardsâ Report
To the Members,
The Directors have pleasure in presenting their Forty-first Annual Report on the business and operations of the Company and the accounts for the Financial Ysar ended March 31, 2018. This report is being presented along with the audited financial statements for the year
1. Financial Performance:
Rs, in lacs, except per share data]
2017-18 |
2016-17 |
|||
Operating Profit |
1868.87 |
1569.31 |
||
Less: |
||||
1) Interest |
255.19 |
236.41 |
||
2) Depreciation |
493.15 |
748.34 |
440.97 |
677.38 |
Profit for the year before taxation |
1120.53 |
891.93 |
||
Less : Provision for taxation - Current Tax |
390.00 |
201.79 |
||
- Deferred Tax |
(24.84) |
365.16 |
106.28 |
308.07 |
Profit for the year |
755.37 |
583.86 |
||
Other Comprehensive Income |
||||
Re-measurements of post-employment |
||||
benefit obligations (net of tax) |
17.00 |
(5.24) |
||
Profit for the year available for appropriation |
772.37 |
578.62 |
2. Company Affairs: (Management discussion and analysis report / Operations reports of Companyâs performance):
The operations for the year 2017-18 have resulted in a net profit of Rs.772.37 lakhs after charging depreciation, interest, tax and comprehensive income as against Rs.578.62 lakhs for the corresponding period of the previous year.
A. Explosives Division
The sale of Explosives for the year under review was 39,854 MT valued at Rs.15,588 lakhs as against 40,825 MT valued at Rs.16,73 1 lakhs of the previous year. The Sales turnover in Explosives decreased by 2% in quantity terms. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs.1,282 lakhs as against Rs.l,39l lakhs for the corresponding period of the previous year.
The sale of Detonating Fuse and related products during the year under review was valued at Rs.1,225 lacs as against Rs.1,136 lacs for the corresponding period of the previous year.
B. Perlite Division
The sale of Perlite and Perlite based products for the year under review were 9,490 MT valued at Rs.l,82l lakhs as against 6.519 MT valued at Rs.1,434 lakhs for the corresponding period of the previous year, which resulted in increase of 46% in quantity terms and 27% increase in value terms. The increase in sales was due to manufacture of the new product viz. Filter Aid product in the new project which was commissioned at Vishwasnagar Unit during the 4th quarter of the previous year.
The turnover of service contracts and special products during the year under review was Rs.489 lakhs as against Rs.940 lakhs for the corresponding period of the previous year.
3. Basic Earnings Per Share
Basic earnings per share increased by I7.I5% i.e. Rs.I7I.5I lacs.
4. Risk Management Report:
The combination of policies and processes concerned to the operations of the Company are adequately adopted for the anticipated risks associated with the Company''s business. The Senior Management of the Company periodically reviews the risk management framework so as to effectively address the emerging challenges in a dynamic business environment.
5. Dividend
The Directors have recommended a Dividend of Rs. 2.50 per share of Rs.I0/- each (25%) on the paid-up Equity Capital of the Company.
6. Business Focus and Highlights
(A) EXPOSIVES DIVISION
There was marginal reduction of value and quantity in explosives sector. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business and the non-coal segment of business contributed to improve margins.
In regard to D Fuse and related products, the demand was consistent and the improved capacity utilization was achieved.
(B) PERLITE DIVISION
The sale of Expanded Perlite products including Filter Aid showed significant growth during the year under review.
(C) INDUSTRIAL RELATIONS
The industrial relations during the year under review were cordial and there were no industrial disputes.
(D) OUTLOOK FOR 2018-19.
During the current financial year 20I8-I9, on account of stiff competition on price, sale of Explosives to Public Sector Units is expected to be under pressure. The Company is expected to consolidate its growth in the segment of packaged Emulsion Explosives and Explosives accessories on account of consistent product quality and service. Volume growth is expected in Perlite Filter Aid segment as the product is being accepted by and large by all consumers.
Your Company will continue to make all efforts for optimizing the overall performance.
(E) CAUTIONARY STATEMENT
The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as âforward looking statementsâ. Actual results might substantially or materially different from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.
7. General Reserve
The Company proposes to transfer a sum of Rs. 600 Lacs to General Reserve.
8. Deposits
The Company has not received any deposits during the financial year 20I7-I8.
9. Quality
The quality function at KEL has been at the forefront of enabling delivery and support functions in differentiation, optimization and de-risking. While we continue to comply with international standards, such as an ISO 900I & I400I, OHSAS I800I, our quality and engineering departments drove change initiatives for productivity improvements.
10. Infrastructure
The Company is in the process of expansion at Vishwasnagar, Garamsur and other Units.
11. Related Party Transactions
The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.
12. Board Committees
The Company has following Committees of the Board:
a) Audit Committee;
b) Stakeholders Relationship Committee;
c) Committee of Directors (Share Transfer Committee);
d) Independent Directors Committee;
e) Corporate Social Responsibility Committee; and
f) Nomination and Remuneration Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
13. Particulars of Loans, Guarantees or Investments
The Company has not given any loans, guarantees and has not made any investments in other entities.
14. Directors
a. Re-appointment
Shri Ashok V. Chowgule, [DIN 00018970] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Pursuant to Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.
b. Board Evaluation
The Board has reviewed and evaluated the performance of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 25th January, 2018. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.
c. Declaration by Independent Directors
A declaration from Independent Directors as required in sub-section (6) & (7) of Section 149 of the Companies Act, 2013 is obtained and the same are placed before the Board for noting . An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.
d. Policy on Directorâs appointment and remuneration
As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect from 29th April, 2014.
e. Number of meetings of the board
During the year five meetings of Board of Directors were held i.e. on I8th May, 20I7, 2Ist July, 20I7, 3rdNovember, 20I7 and on 25th January, 20I8. These meetings were held as per the provision of section I73 of the Companies Act, 20I3.
f. Vigil Mechanism/Whistle Blower Policy
The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.
15. Auditors
A. Statutory Auditors and Auditorsâ Report
M/s.Khimji Kunverji & Co., Chartered Accountants, (FRNI05I46W) have been appointed as Statutory Auditors of the Company for a period of five years effective from the conclusion of Fortieth Annual General Meeting till the conclusion of 45th Annual General Meeting, at the Board meeting of the Company held on I8th May, 20I7.
B. Cost Auditors
Pursuant to the provisions of Section I48 of the Companies Act, 20I3 and the Companies (Audit & Auditors) Rules, 20I4 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 20I7-I8.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 20I3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Swaroop S., C.PNo.9997, Partner, M/s Swaroop, Ravishankar and Associates, Practising Company Secretaries, have been appointed for conducting the Secretarial Audit for the year ended 3Ist March, 20I8, and their report is annexed as Annexure-5 to this report.
16. Key Managerial Personnel
A. Managing Director
Pursuant to section 203 of the Companies Act, the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 20I4.
B. Chief Financial Officer and Company Secretary
Pursuant to section 203 of the Companies Act, the Company has appointed Chief Financial Officer and Company Secretary with effect Ist March, 20I5.
17. Extract of Annual Return
The extract of annual return in Form No. MGT - 9 is annexed as Annexure-6 to this report.
18. Secretarial Standards
The Company has complied with all applicable Secretarial Standards.
19. Investor Education and Protection Fund (IEPF)
Pursuant to applicable provisions of Companies Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) rules, 20I6, all unpaid and unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of 7 years. Further according to the rules, the shares on which the dividend has not been paid are claimed by the shareholders for 7 consecutive years or more shall be transferred to the demat account of the IEPF authority. Accordingly the company has transferred the unclaimed and unpaid dividends of Rs.I,68,450/- during the year for 2009-20I0. Further corresponding shares shall be transferred as per the requirements of the IEPF rules. The details are available on our website.
20. Significant and material orders.
The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations
21. Internal Financial Control
The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.
22. Committees of the Board
A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
1. Audit Committee |
a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistle Blower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistle Blower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistle Blower Policy, are available on our website. |
2. Nomination and Remuneration Committee |
a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria |
- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation programme for Managing and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board''s Report. |
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
3. Corporate Social Responsibility |
a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of the committee. - During the year, the Company has allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for 20I7-I8 is as appended under the prescribed format in Annexure- 7 to the Board''s Report. - The contents of the CSR policy are available on our website |
4. Stakeholders Relationship Committee |
a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule |
- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year. |
5. Committee of Directors (Share Transfer Committee) |
a) Shri Ashok V. Chowgule b) Shri Umaji V. Chowgule c) Shri Santosh L. Chowgule |
- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time. |
6. Independent Directors Committee |
a) Shri Harish Jagtiani b) Shri H.C.Asher c) Ms.Arati Saran d) Shri Kaiyoze Beji Billimoria |
- The Committee shall review the performance of the Non-Independent Directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV. |
23. Risk Management Policy
The Company has implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.
24. Corporate Governance
The Corporate Governance certificate received from M/s.Khimji Kunverji & Co., Chartered Accountants, Mumbai (FRNI05I46W) regarding compliance of conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V (C ) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed with the report.
25. Directorâs Responsibility Statement
Y^ur Company''s Directors make the following statement in terms of sub-section (5) of Section I34 of the Companies Act, 20I3, which is to the best of their knowledge and belief and according to the information and explanations received from them are noted by the Board:
I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 20I3, (âthe Actâ) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.
II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
III. The Board of Directors 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. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
IV The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
V. The financial statements have been audited by M/s.Khimji Kunverji & Co., Chartered Accountants, Mumbai, the Company''s Auditors.
26. Particulars of Employees
The total number of employees of the company as on March 31, 2018 was 237 as against 223 as on March 31, 2017.
27. Particulars of loans , guarantees or investments under section 186
During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.
28. Conservation of energy, research and development, technology absorption, foreign exchange and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
I. CONSERVATION OF ENERGY (FORM âAâ)
This is not applicable to Explosives Industry.
II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM âBâ)
A. Specific areas in which R&D is carried out by the Company.
I. Cost reduction.
II. Product and Technology Development for Explosives.
III. Technical Services to monitor use of Explosives by Customers.
IV Development of value added Explosive products.
V Development of improved and more efficient equipment.
VI. Refinements and Developments in Packaging.
VII. Product Development in relation to application of Explosives and Perlite.
B. Benefits derived as a result of the above R & D:
I. Introduction of products for difficult blasting conditions.
II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.
III. Higher efficiency in use of Explosives to Customers.
IV Higher efficiency in manufacturing process.
V Reduction in cost of production.
VI. Entry into Export market.
VII. New applications of our Explosives.
VIII. Application of perlite concrete for cryogenic tanks.
IX. Development of Air Decking system for blasting in boreholes.
X. Export of Perlite Concrete Insulation Blocks.
XI. Overseas Contracts deploying Mobile Perlite Expanders.
C. Future Plan of Action:
I. Continue development work on Explosives.
II. Evaluate other systems for SMS.
III. Develop site applications using perlite.
IV Explore new products for diversification.
D. Expenditure on R & D:
I. Capital - Nil.
II. Recurring - Rs.26.98 lacs.
III. Total - Rs.26.98 lacs.
IV Total R & D expenditure as a % total turnover - 0.13%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.
Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.
Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.
3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.
(a) Technology imported : ^
(b) Year of import: I
(c) Has the technology been fully absorbed? r Not Applicable
(d) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action
III. FOREIGN EXCHANGE EARNING AND OUTGO
a. Activities relating to exports, etc |
The Company has exported goods worth Rs.1392 lacs (C & F) during the year |
b. Total Foreign exchange used and earned |
The Company has used Foreign Exchange amounting to Rs.46.54 lacs and earned Rs.942 lacs during the year. |
29. Corporate Social Responsibility (CSR)
The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of Rs.14.71 lacs towards Corporate Social Responsibility Policy and accordingly the Company has spent the same.
30. Green initiatives
Electronic copies of the annual report 20I7-I8 and the notice of the 4Ist Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participants. For members who have not registered their e-mail addresses, physical copies are sent in the permitted mode.
31. Acknowledgments
Y^ur Directors place on record their thanks to the Canara Bank and State Bank of India for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Ashok V Chowgule
Date : I8th May, 20I8 Chairman
Mar 31, 2017
To the Member''s,
The Directors have pleasure in presenting their Fortieth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017. This report is being presented along with the audited financial statements for the year
1. Financial Performance: [Rs. in lacs, except per share data]
|
|
2016-17 |
2015-16 |
Operating Profit Less: 1) Interest 2) Depreciation Profit for the year before taxation |
|
|
|
236.41 |
1569.31 190.58 |
1362.86 |
|
440.97 |
677.38 386.40 |
576.98 |
|
|
891.93 |
785.88 |
|
Less : Provision for taxation - Current Tax |
201.79 |
227.83 |
|
- Deferred Tax |
|
|
|
Profit for the year Other Comprehensive Income |
106.28 |
308.07 51.11 |
278.94 |
|
583.86 |
506.94 |
|
Re-measurements of post-employment |
|
|
|
benefit obligations (net of tax) |
|
(5.24) |
(12.07) |
Profit for the year available for appropriation |
|
578.62 |
494.87 |
2. Company Affairs:
(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANYâS PERFORMANCE):
The operations for the year 2016-17 have resulted in a net profit of Rs.578.62 lakhs after charging depreciation, interest, tax and comprehensive income as against Rs.494.87 lakhs for the corresponding period of the previous year.
A. Explosives Division
The sale of Explosives for the year under review was 40,825 MT valued at Rs.I6,73I lakhs as against 38,770 MT valued at Rs.I5,473 lakhs of the previous year. The Sales turnover in Explosives increased by 5% in quantity terms. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs.I,39I lakhs as against Rs.99I lakhs for the corresponding period of the previous year.
The sale of Detonating Fuse and related products during the year under review was valued at Rs.I,I36 lacs as against Rs.I,I29 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of Detonating Fuse products.
B. Perlite Division
The sale of Perlite and Perlite based products for the year under review were 6,5I9 MT valued at Rs.I,434 lakhs as against 6.789 MT valued at Rs.I,286 lakhs for the corresponding period of the previous year, resulted in reduction of 4% in quantity terms and I2% increase in value terms.
The turnover of services contracts and special products during the year under review was Rs.489 lakhs as against Rs.940 lakhs for the corresponding period of the previous year.
3. Dividend
The Directors have recommended a Dividend of Rs.2.50 per share of Rs.I0/- each (25%) on the paid-up Equity Capital of the Company.
4. Business Focus and Highlights
(A) EXPOSIVES DIVISION
The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business and the non-coal segment of business contributed to increased turn-over.
In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.
(B) PERLITE DIVISION
The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A Plant for manufacture of a new product viz. Filter Aid in collaboration with a Japanese Company Product was commissioned at Vishwasnagar Unit and the commercial production commenced during the fourth quarter of the current year.
(C) INDUSTRIAL RELATIONS
The industrial relations during the year under review were cordial and there were no industrial disputes.
(D) OUTLOOK FOR 2017-18.
During the current financial year 2017-18, on account of stiff competition coupled, the Explosives Division is expected to be under pressure and expects growth in Perlite based business. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives.
Steps are taken for addition of balancing equipment in Explosives and additional plants for increase in capacity which is expected to materialize in 2017-18.
Your Company will continue to make all efforts for optimizing the overall performance.
(E) CAUTIONARY STATEMENT
The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as âforward looking statementsâ. Actual results might substantially or materially different from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.
5. General Reserve:
The Company proposes to transfer a sum of Rs. 350 lacs to General Reserve.
6. Deposits
The Company has not received any deposits during the financial year 2016-17.
7. Quality
The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.
8. Infrastructure
The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.
9. Related Party Transactions
The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.
10. Board Committees
The Company has following Committees of the Board:
a) Audit Committee;
b) Stakeholders Relationship Committee;
c) Committee of Directors (Share Transfer Committee);
d) Independent Directors Committee;
e) Corporate Social Responsibility Committee; and
f) Nomination and Remuneration Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
11. Particulars of Loans, Guarantees or Investments
The Company has not given any loans, guarantees and has not made any investments in other entities.
12. Directors
a. Re-appointment
Shri Umaji V. Chowgule, [DIN 00018993] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Pursuant to Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term upto five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.
b. Board Evaluation
The Board has reviewed and evaluated the performance of all individual Directors and the Independent Directors have reviewed and evaluated the performances of Chairman, Managing Director and Non-Independent Directors during the year at their meeting held on 23rd January, 2017. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.
c. Declaration by Independent Directors
A declaration from Independent Directors as required in sub-section (6) & (7) of Section 149 of the Companies Act, 2013 is obtained and the same are placed before the Board for noting . An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years.
d. Policy on Directorâs appointment and remuneration
As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.
e. Number of meetings of the board
During the year five meetings of Board of Directors were held i.e. on 20th May, 2016, 20th July, 2016, 26th August, 2016, 26th November, 2016 and on 23rd January, 2017. These meetings were held as per the provision of section 173 of the Companies Act, 2013.
f. Vigil Mechanism/Whistle Blower Policy
The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.
13. Auditors
A. Statutory Auditors and Auditorsâ Report
M/s. Haribhakti & Co. LLP Statutory Auditors (FRN I03523W) of the Company, have been holding office as Auditors for a term of more than 30 years. The said auditors were appointed at the 37th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40th Annual General Meeting.
M/s. Khimji Kunverji & Co, Chartered Accountants, (FRN 105146W) have been appointed as Statutory Auditors of the Company for a period of five years effective from the conclusion of Fortieth Annual General Meeting till the conclusion of Fortyfifth Annual General Meeting, at the Board meeting of the Company held on 18th May, 2017.
B. Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak Deodhar, Practising Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2016-17.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri. Swaroop S., C.PNo. 9997, Partner, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial. Audit for the year ended 31st March 2017, and their report is annexed as Annexure 5 to this report.
14. Key Managerial Personnel
A. Managing Director
Pursuant to section 203 of the Companies Act, the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.
B. Chief Financial Officer and Company Secretary
Pursuant to section 203 of the Companies Act, the Company has appointed Chief Financial Officer and Company Secretary with effect Ist March, 2015.
15. Extract of Annual Return
The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.
16. Significant and material orders.
The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations
17. Internal Financial Control
The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors. The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.
18. Committees of the Board
A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
1. Audit Committee |
a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistle Blower Mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistle Blower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistle Blower Policy, are available on our website. |
2. Nomination and Remuneration Committee |
a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria e) Shri Santosh L. Chowgule |
- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors. - The Committee has designed and continuously reviews the compensation programme for Managing Director and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure-3 to the Board''sReport. |
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
3. Corporate Social Responsibility |
a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR) and the CSR activities of the Company are carried out as per the instructions of thecommittee. - During the year, the Company has allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for 2016-17 is as appended under the prescribed format in Annexure- 7 to the Board''s Report. - The contents of the CSR policy are available on our website |
4. Stakeholders Relationship Committee |
a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule |
- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year. |
5. Committee of Directors (Share Transfer Committee) |
a) Shri Ashok V. Chowgule b) Shri Umaji V Chowgule c) Shri Santosh L. Chowgule |
- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time. |
6. Independent Directors Committee |
a) Shri Harish Jagtiani b) Shri H.C.Asher c) Ms.Arati Saran d) Shri Kaiyoze Beji Billimoria |
- The Committee shall review the performance of the Non-Independent Directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV |
19. Risk Management Policy
The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.
20. Corporate Governance
The Corporate Governance certificate received from M/s. Haribhakti & Company LLP, Chartered Accountants, Mumbai (FRN I03523W) regarding compliance of conditions of corporate governance as stipulated in Regulation 34(3) read with Schedule V (C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed with the report.
21. Directorâs Responsibility Statement
Your Company''s Directors make the following statement in terms of sub-section (5) of Section I34 of the Companies Act, 20I3, which is to the best of their knowledge and belief and according to the information and explanations received from them are noted by the Board.
I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 20I3, (âthe Actâ) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.
II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
III. The Board of Directors 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. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
IV The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
V. The financial statements have been audited by M/s. Haribhakti & Company LLP Chartered Accountants, Mumbai, the Company''s Auditors.
22. Particulars of Employees
The total number of employees of the company as on March 31, 2017 was 223 as against 236 as on March 31, 2016.
23. Particulars of loans, guarantees or investments under section 186
During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.
24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
I. CONSERVATION OF ENERGY (FORM âAâ)
This is not applicable to Explosives Industry.
II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM âBâ)
A. Specific areas in which R&D is carried out by the Company.
I. Cost reduction.
II. Product and Technology Development for Explosives.
III. Technical Services to monitor use of Explosives by Customers.
IV Development of value added Explosive products.
V. Development of improved and more efficient equipment.
VI. Refinements and Developments in Packaging.
VII. Product Development in relation to application of Explosives and Perlite.
B. Benefits derived as a result of the above R & D:
I. Introduction of products for difficult blasting conditions.
II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.
III. Higher efficiency in use of Explosives to Customers.
IV Higher efficiency in manufacturing process.
V Reduction in cost of production.
VI. Entry into Export market.
VII. New applications of our Explosives.
VIII. Application of perlite concrete for cryogenic tanks.
IX. Development of Air Decking system for blasting in boreholes.
X. Export of Perlite Concrete Insulation Blocks.
XI. Overseas Contracts deploying Mobile Perlite Expanders.
C. Future Plan of Action:
I. Continue development work on Explosives.
II. Evaluate other systems for SMS.
III. Develop site applications using perlite.
IV. Explore new products for diversification.
D. Expenditure on R & D:
I. Capital - Nil.
II. Recurring - Rs.24.07 lacs.
III. Total - Rs.24.07 lacs.
IV Total R & D expenditure as a % total turnover - 0.II%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.
Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.
Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.
3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.
(a) Technology imported : I
(b) Year of import:
(c) Has the technology been fully absorbed? Not Applicable
(d) If not fully absorbed, areas where this has not taken
place, reasons there for and future plan of action
III. FOREIGN EXCHANGE EARNING AND OUTGO
a. Activities relating to exports, etc |
The Company has exported goods worth Rs.1592 lacs (C & F) during the year |
b. Total Foreign exchange used and earned |
The Company has used Foreign Exchange amounting to Rs.63.78 lacs and earned Rs.1592 lacs during the year. |
25. Corporate Social Responsibility (CSR)
The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 20I4, the Company was required to spend a sum of Rs.13.56 lacs towards Corporate Social Responsibility Policy and accordingly the Company has spent the same.
26. Acknowledgments
Y^ur Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Y^ur Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours. The Directors acknowledge the support and co-operation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai
Date : I8th May, 2017 Ashok V Chowgule
Chairman
Mar 31, 2016
To the Members,
The Directors have pleasure in presenting their Thirty Ninth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016. This report is being presented along with the audited financial statements for the year
1. Financial Performance:
(Rs. in lacs, except per share data)
2015-16 |
2014-15 |
|||
Operating Profit |
1185.09 |
1122.13 |
||
Less: |
||||
1) Interest |
190.52 |
214.48 |
||
2) Depreciation |
386.40 |
576.92 |
379.04 |
593.52 |
Profit for the year before taxation |
608.17 |
528.61 |
||
Less : Provision for taxation - Current Tax |
227.83 |
183.79 |
||
- Deferred Tax |
(7.64) |
220.19 |
(43.51) |
140.28 |
Adjustment on account of transitional provision |
- |
- |
46.40 |
|
Profit after tax |
387.98 |
341.93 |
||
Profit for the year available for appropriation |
387.98 |
341.93 |
||
Appropriations: |
||||
Dividend |
25.00 |
25.00 |
||
Tax on Dividend |
5.09 |
5.09 |
||
Transfer to General Reserve |
300.00 |
325.00 |
||
Balance of Profit / (Loss) brought forward |
531.51 |
641.28 |
||
Balance of Profit / (Loss) c/o to Balance Sheet |
589.40 |
531.51 |
2. Company Affairs:
(MANAGEMENT DISCUSSION AND ANALYSIS REPORT / OPERATIONS REPORTS OF COMPANYâS PERFORMANCE)
A. Explosives Division
The sale of Explosives for the year under review was 38,770 MT valued at Rs.15,473 lakhs as against 43,484 MT valued at Rs.17,250 lakhs of the previous year. The Sales turnover in Explosives decreased by 11% in Quantity Terms and 10% in value. This decrease was mainly due to non-acceptance of orders in Coal Sector due to stiff competition and aggressive pricing. During the year, the turnover in regard to traded goods and export of finished goods in Explosives sector was Rs. 991 lakhs as against Rs.1,471 lakhs for the corresponding period of the previous year. the decrease in sales was due to sluggish demand in explosives market.
The sale of Detonating Fuse and related products during the year under review was valued at Rs.1129 lacs as against Rs.760 lacs during the corresponding period of the previous year. The increase was mainly due to higher sales of PETN products.
B. Perlite Division
The sale of Perlite and Perlite based products for the year under review were 6,789 MT valued at Rs.1,286 lakhs as against 9,253 MT valued at Rs.1,510 lakhs for the corresponding period of the previous year, resulted in reduction of 27% in quantity and 15% in value. The decrease in sales was due lesser Site Expansion Projects and adverse market competition.
The turnover of services contracts and special products during the year under review was Rs.940 lakhs as against Rs. 187 lakhs for the corresponding period of the previous year. The export of Perlite products during the year was valued at Rs.535 lacs as against Rs.90 lacs for the corresponding period of the previous year.
The operations for the year 2015-16 have resulted in a net profit of Rs.388 lakhs after charging depreciation, interest and tax as against Rs.342 lakhs for the corresponding period of the previous year.
3. Dividend
The Directors have recommended a Dividend of Rs. 2.50 per share of Rs.10/- each (25%) on the paid-up Equity Capital of the Company.
4. Business Focus and Highlights
(A) EXPLOSIVES DIVISION
The Explosives Sector witnessed growth during the year under review. The Coal sectors had already finalized orders at aggressive prices which the Company did not accept. However, the Company''s products are well accepted in other segments of business.
In regard to D Fuse and related products, the demand was consistent and the licensed capacity utilization was achieved.
(B) PERLITE DIVISION
The domestic market sale of Expanded Perlite products was satisfactory during the year under review. A new product line is being added in Perlite products with Japanese technology and commercial production is expected during the year 2016-17.
(C) INDUSTRIAL RELATIONS
The industrial relations during the year under review were cordial and there were no industrial disputes.
(D) OUTLOOK FOR 2016-17,
During the current financial year 2016-17, on account of stiff competition coupled, the Explosives Division is expected to be under pressure. The Explosives Accessories Divisions are showing encouraging performance. The Company will consolidate its growth in the new segment of business of Emulsion Explosives. Steps are taken for addition of balancing equipment in explosives and additional plants for increase in capacity which is expected to materialize in 2016-17. The Company expects growth in perlite products.
Your Company will continue to make all efforts for optimizing the overall performance.
(E) CAUTIONARY STATEMENT
The statements, expressions, information given in this Management Discussions and Analysis Report describing the Company''s objectives, projections, estimates, expectations or predictions may be deemed to be as âforward looking statementsâ. Actual results might substantially or materially from those expressed or implied. Important developments that could affect the Company''s operations included demand supply conditions, changes in Government, global economic scenario and such other developments different from Company''s comprehension.
5. RESERVES
A sum of Rs.589.40 lacs, which is surplus in the statement of Profit and Loss, the Board proposes to carry forward to reserves.
6. DEPOSITS
The Company has not received any deposits during the financial year 2015-16.
7. QUALITY
The Products of the Company are of high quality and have obtained required certifications and this shall be driving force for better sales.
8. INFRASTRUCTURE
The Company is in the process of expansion at Viswasnagar, Garamsur and other Units.
9. RELATED PARTY TRANSACTIONS
The Company has entered in to related party transactions which are in arms-length basis as mentioned in Annexure I to this report.
10. Board Committees
The Company has following Committees of the Board:
a) Audit Committee;
b) Stakeholders Relationship Committee;
c) Committee of Directors (Share Transfer Committee);
d) Independent Directors Committee;
e) Corporate Social Responsibility Committee; and
f) Nomination and Remuneration Committee
The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.
11. Particulars of Loans, Guarantees or Investments
The Company has not given any loans, guarantees and has not made any investments in other entities.
12. Directors
a. Re-appointment
Shri Ashok V. Chowgule, [DIN 00018970] retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Pursuant to the Section 149 of the Companies Act, 2013, the office of independent directors are not liable to retire by rotation and they shall hold office for a term up to five consecutive years from the date they were appointed as Independent Directors by the Members in the General Meeting.
b. Board Evaluation
The Board has reviewed and evaluated the performance of all individual directors and the independent directors have reviewed and evaluated the performances of Chairman, Managing Director and non-independent Directors during the year at their meeting held on 22nd January, 2016. They found that none of the board members have contravened any of the statutory provisions of Companies Act, 2013 and its relevant rules, regulations, guidelines etc. applicable to them in exercise of their duties and responsibilities.
c. Declaration by Independent Directors
A declaration from Independent Director as required in sub-section (6) and (7) of Section 149 of the Companies Act, 2013 is obtained. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years
d. Policy on Directorâs appointment and remuneration
As per Section 178 of the Companies Act, 2013, the Company was required to constitute a Nomination and Remuneration Committee for the purpose of identifying qualified persons for appointment of Directors and Senior/ Key Managerial Personnel in future and to fix their remuneration and other allowances. Currently the Company has an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.
e. Number of meetings of the board
During the year four meetings of Board of Directors were held i.e. on 21st May, 2015, 24th July, 2015, 30th October, 2015 and on 22nd January, 2016. These meetings were held as per the provision of section 173 of the Companies Act, 2013.
f. Vigil mechanism/whistle blower policy
The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concern. The details of the same have been explained in the Corporate Governance Report and the same was inserted in the website of the Company.
13. Auditorsâ
A. Statutory Auditorsâ and Auditorsâ Report
M/s. Haribhakti and Co. LLP Statutory Auditors'' (FRN I03523W) of the Company, have been holding office as Auditors'' for a term of more than 30 years The said auditors'' were appointed at the 37th Annual General Meeting of the Company held on 25th July, 2014 for a period of three consecutive years till the conclusion of the 40th Annual General Meeting.
B. Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors'') Rules, 2014 Shri Vikas Vinayak Deodhar, Practicing Cost Accountant, Membership No.38I3, the Cost Auditor, appointed by the Company to conduct audit of the cost records of the Company for the financial year 2015-16.
C. Secretarial Auditorsâ
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Swaroop, Ravishankar and Associates, Practicing Company Secretaries, have been appointed for conducting the Secretarial Audit for the year ended 31st March 2016, and their report is annexed as Annexure 4.
14. Key Managerial Personnel
A. Managing Director
Pursuant to section 203 of the Companies Act, 2013 the Company has entered into an agreement with the Managing Director of the Company for a period of 5 years with effect 29th April, 2014.
B. Chief Financial Officer and Company Secretary
Pursuant to section 203 of the Companies Act, 2013 the Company has appointed Chief Financial Officer and Company Secretary with effect 1st March, 2016.
15. Extract of Annual Return
The extract of annual return in Form No. MGT - 9 is annexed as Annexure 6 to this report.
16. Significant and material orders
The Company has sufficient orders on hand for Explosives and Perlite products for sustaining current level of operations
17. Internal Financial Control
The Company has effective systems and procedures of internal financial control for ensuring orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. These systems are periodically reviewed by the Audit Committee of the Board of Directors The Audit Committee and the Board have ensured that the said system is adequate considering the nature of business and size of transactions.
18. Committees of the Board
A detailed note on the Board and its Committees is provided under the Corporate Governance Report in this Annual Report. The composition of the Committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
1. Audit Committee |
a) Shri Harish Jagtiani b) Ms.Arati Saran c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- All the recommendations made by the Audit Committee during the year were accepted by the Board. - The Company has adopted the Whistleblower mechanism for Directors and all employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Business Conduct and Ethics. The Whistleblower Policy is appended as Annexure-4 to the Board''s Report. - In accordance with the listing requirements, the Company has formulated policies on Related Party Transactions and Material Subsidiaries. The policies, including the Whistleblower Policy, are available on our website. |
2. Nomination and Remuneration Committee |
a) Ms. Arati Saran b) Shri H.C.Asher c) Shri Harish Jagtiani d) Shri Kaiyoze Beji Billimoria e) Shri Santosh L. Chowgule |
- The Committee oversees and administers executive compensation, operating under a written charter adopted by the Board of Directors - The Committee has designed and continuously reviews the compensation programme for MD and senior executives to align both short-term and long-term compensation with business objectives and to link compensation with the achievement of measurable performance goals. - The Committee structures compensation to ensure that it is competitive in the global markets in which the Company operates in order to attract and retain the best talent. In the future, the Committee plans to use a combination of stock options, restricted stock units and performance-based stocks to align senior employee compensation with shareholder value. - The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure - 3 to the Board''s Report. |
Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
3. Corporate Social Responsibility |
a) Shri Harish Jagtiani b) Shri Umaji V. Chowgule c) Shri Kaiyoze Beji Billimoria d) Shri Santosh L. Chowgule |
- The Board has laid out the Company''s policy on Corporate Social Responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. - During the year, the Company allocated 2% of its average net profits for the three immediately preceding financial years on CSR activities to various beneficiaries. - Financial data pertaining to the Company''s CSR activities to various beneficiaries for fiscal year 2015-16 is as appended under the prescribed format in Annexure - 7 to the Board''s Report. - The contents of the CSR policy are available on our website |
4. Stakeholders Relationship Committee |
a) Ms. Arati Saran b) Shri H.C. Asher c) Shri Kaiyoze Beji Billimoria d) Shri Harish Jagtiani e) Shri Santosh L. Chowgule |
- The Committee reviews and ensures redressal of investor grievances. - The Committee noted that all the grievances of the investors have been resolved during the year. |
5. Committee of Directors (Share Transfer Committee) |
a) Shri Ashok V. Chowgule b) Shri Umaji V. Chowgule c) Shri Santosh L. Chowgule |
- The Committee shall overview the process of share transfers, transmissions etc. during the period and shall note the same as to delay or approvals in time. |
6. Independent Directors Committee |
a) Shri Harish Jagtiani b) Shri H.C. Asher c) Ms. Arati Saran d) Shri Kaiyoze Beji Billimoria |
- The Committee shall review the performance of the non-independent directors of the Company. - The review is pursuant to provisions of Part VIII of Schedule IV |
19. Risk Management Policy
The Company has formed a Risk Management Committee and implemented a risk management policy for the Company including identification therein of elements of risk, if any, and the same has been inserted in the website of the Company.
20. Corporate Governance
The Corporate Governance certificate received from M/s. Haribhakti and Company LLP, Chartered Accountants, Mumbai (FRN 103523W) regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.
21. Directorsâ Responsibility Statement
Your Company''s Directors make the following statement in terms of sub-section (5) of Section 134 of the Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them -
I. The financial statements have been prepared in conformity with the applicable Accounting Standards and requirements of the Companies Act, 2013, (âthe Actâ) to the extent applicable to the Company; on the historical cost convention; as a going concern and on the accrual basis. There are no material departures in the adoption of the applicable Accounting Standards.
II. The Board of Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.
III. The Board of Directors 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. The Board of Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
IV The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
V. The financial statements have been audited by M/s. Haribhakti and Company LLP Chartered Accountants, Mumbai, the Company''s Auditors''
22. Particulars of Employees
The total number of employees of the company as on March 31, 2016 was 236 as against 222 as on March 31, 2015
23. Particulars of loans , guarantees or investments under section 186
During the year the company has not sanctioned any loans, given securities and made any investments as prescribed under section 186 of the Companies Act, 2013.
24. Conservation of energy, research and development, technology absorption, foreign exchange and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
I. CONSERVATION OF ENERGY (FORM âAâ)
This is not applicable to Explosives Industry.
II. ABSORPTION OF RESEARCH and DEVELOPMENT (FORM âBâ)
A. Specific areas in which R & D is carried out by the Company.
I. Cost reduction.
II. Product and Technology Development for Explosives.
III. Technical Services to monitor use of Explosives by Customers IV Development of value added Explosive products.
V. Development of improved and more efficient equipment.
VI. Refinements and Developments in Packaging.
VII. Product Development in relation to application of Explosives and Perlite.
B. Benefits derived as a result of the above R & D:
I. Introduction of products for difficult blasting conditions.
II. Setting up of production facilities with indigenous Plant Equipment for Bulk and Packaged Explosives.
III. Higher efficiency in use of Explosives to Customers.
IV Higher efficiency in manufacturing process.
V. Reduction in cost of production.
VI. Entry into Export market.
VII. New applications of our Explosives.
VIII. Application of perlite concrete for cryogenic tanks.
IX. Development of Air Decking system for blasting in boreholes.
X. Export of Perlite Concrete Insulation Blocks.
XI. Overseas Contracts deploying Mobile Perlite Expanders
C. Future Plan of Action:
I. Continue development work on Explosives.
II. Evaluate other systems for SMS.
III. Develop site applications using perlite.
IV. Explore new products for diversification.
D. Expenditure on R & D:
I. Capital - Nil.
II. Recurring - Rs. 26.03 lacs.
III. Total - Rs. 26.03 lacs.
IV Total R & D expenditure as a % total turnover - 0.13%
TECHNOLOGY ABSORPTION, ADAPTATION and INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation and innovation: Strict Monitoring of emulsion explosives and making necessary improvements to meet the field requirements.
2. Benefits derived as a result of the above efforts e.g. product improvement, cost reduction, product development, import substitution etc.
Emulsion products with fully indigenous equipment have been produced and supplied. These products have been well accepted by customers for use in difficult strata conditions.
Safety standards have been maintained, both during manufacture and usage, based on periodic feedback.
3. In case of imported technology (imported during the last five years reckoned from the beginning of the financial year) following information may be furnished.
(a) Technology imported :
(b) Year of import:
(c) Has the technology been fully absorbed. Not Applicable
(d) If not fully absorbed, areas where this has not I taken place, reasons there for and future plan of action
III. FOREIGN EXCHANGE EARNING and OUTGO
a. Activities relating to exports, etc |
The Company has exported goods worth Rs. 1562.82 lacs (C and F) during the year |
b. Total Foreign exchange used and earned |
The Company has used Foreign Exchange amounting to Rs. 167.37 lacs and earned Rs. 1562.82 lacs during the year. |
25. Corporate Social Responsibility (CSR)
The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company was required to spend a sum of 13.89 lacs towards Corporate Responsibility Policy and accordingly the Company has spent the same.
26. Acknowledgments
Your Directors place on record their thanks to the Canara Bank for their unstinted co-operation and timely assistance. Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Government agencies, the Tax Authorities including the Customs and Excise Departments, Department of Industrial Policy and promotion, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours The Directors acknowledge the support and cooperation extended by valued customers of the Company. Your Directors also place on record their appreciation for the dedicated services rendered by the employees at all levels during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Ashok V Chowgule
Date : 20th May, 2016 Chairman
Mar 31, 2015
To the Members,
The Board of Directors ("Board") of Keltech Energies Limited
("Company") with immense pleasure in presenting their Thirty Eighth
Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31,2015. This report is
being presented along with the audited financial statements for the
year.
1. Financial Performance: (Rs. in lacs, except per share data)
2014-15 2013-14
Operating Profit 122.13 1208.82
Less:
1) Interest 214.48 144.89
2) Depreciation 379.04 172.43
Profit for the year before taxation 528.61 891.50
Less : Provision for taxation
- Current Tax 183.79 186.12
- Deferred Tax (43.51) 10,54 296.66
Adjustment on account of
transitional provision 46.40 -
Profit after tax 341.93 594.84
Profit for the year available
for appropriation
Appropriations:
Dividend 25.00 25.00
Tax on Dividend 5.09 4.25
Transfer to General Reserve 325.00 500.00
Balance of Profit / (Loss)
brought forward 641.28 575.69
Balance of Profit / (Loss) c/o
to Balance Sheet 531.51 641.28
(E) OUTLOOK FOR 2015-16
During the current financial year 2015-16, on account of stiff
competition coupled, the Explosives Division is expected to be under
pressure. The Explosives Accessories Divisions are showing encouraging
performance.
The Company will consolidate its growth in the new segment of business
of Emulsion Explosives. The Company has secured orders for Perlite
based Insulation products during the current year 2015-16. The Company
has also taken effective steps for implementation of diversification of
manufactured perlite performance. ,
4. DIVIDEND:
The Directors have recommended a Dividend of Rs. 2.50- per share of Rs.
101- each (25%) on the paid-up Equity Capital of the Company.
5. RESERVES:
A sum ofRs. 53 1.51 lacs, which is surplus in the statement of Profit and
Loss, the Board proposes to carry forward to reserves.
6. DEPOSITS
The Company has not received any deposits during the financial year
2014-15.
7. AUDITORS
A. Statutory Auditors and Auditors' Report
M/s. Haribhakti & Co. LLR Statutory Auditors of the Company, have been
holding office as Auditors for a term of more than 30 years. The said
auditors appointed at the previous Annual General Meeting of the
Company held on 25th July, 2014 for a period of three years.
B. Cost Auditiors
Pursuant to the provisions of Section 148 of the Companies Act, 2013
and the Companies (Audit & Auditors) Rules, 2014 Shri Vikas Vinayak
Deodhar, Practising Cost Accountant, Membership No.3813, the Cost
Auditor, appointed by the Company to conduct audit of the cost records
of the Company for the financial year 2015-16.
C. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Shri. Swaroop S, Practising Company Secretary,
has been appointed for conducting the Secretarial Audit for the year
ended 31st March 2015, and his report is annexed as Annexure I.
8. PARTICULARS OF EMPLOYEES
The total number of employees of the company as on March 31,2015 was
222 as against 217 as on March 31,2014.
9. INTERNAL CONTROL
The Company has effective systems and procedures of internal financial
control for ensuring orderly and efficient conduct of its business,
safeguarding its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting recrods and timely preparation
of reliable financial information. These systems are periodically
reviewed by the Audit Committee of the Board of Directors. The Audit
Committee and the Board have ensured that the said system is adequate
considering the nature of business and size of transactions.
10. CHANGES IN EQUITY SHARE CAPITAL
The Company has not issued any class of shares or debentures during the
financial year 2014-15.
11. EXTRACT OF THE ANNUAL RETURN:
The Annual Return in Form No. MGT - 7 is annexed as Annexure 2 to this
report.
12. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS
a. Re-appointment
Shri Umaji V Chowgule, [DIN 00018970] retire by rotation at the ensuing
Annual General Meeting and is eligible for re-appointment. Pursuant to
the provisions of Section 149 of the Companies Act, 2013, the office of
independent directors are not liable to retire by rotation and they
shall hold office for a term upto five consecutive years on the Board
of the Company from 25th July, 2014, as they were appointed at the
Annual General Meeting of the Company was held on 25th July, 2014. In
view of the above provisions of the Companies Act, 2013, the term of
appointment of independent directors will expire by 2018-19th Annual
General Meeting of the Company.
b. Appointment
i. During the year Shri Kaiyoze Beji Billimoria (DIN 00021204) has been
appointed as an Additional Independent Director with effect from
23.1.2015 under section 149 of the Companies Act, 2013 and its relevant
rules and regulations.
ii. Ms.Shalu Tibra has been appointed as Company Secretary of the
Company with effect from Ist March, 2015.
iii. During the year Mr.RPrabhudev has been appointed as Chief
Financial Officer of the Company with effect from Ist March, 2015.
Note: Declaration by an Independent Director
A declaration from Shri Kaiyoze Beji Billimoria (DIN 00021204), an
Independent Additional Director that he meets the criteria of
independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 is obtained.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company at the ensuing Annual General Meeting proposed to be held
on 24th July, 2015.
c. Board Evaluation
The Board has reviewed and evaluated the performances of all individual
directors and the independent directors have reviewed and evaluated the
performances of Chairman, Managing Director and non-independent
Directors during the year at their meeting held on 23rd January, 2015.
They found that none of the board members have not been contravened any
of the statutory provisions of Companies Act, 2013 and its relevant
rules, regulations, guidelines etc. applicable to them in exercise of
their duties and responsibilities.
d. Board Committee
The Company has the following Committees of the Board:
a. Audit Committee;
b. Stakeholders Relationship Committee;
c. Committee of Directors (Share Transfer Committee);
d. Independent Directors Committee;
e. Corporate Social Responsibility Committee;
f. Risk Management Committee; and
g. Nomination and Remuneration Committee.
The composition of each of the above Committees, their respective role
and responsibility is as detailed in the Report of Corporate
Governance.
e. Audit Committee
The Audit Committee was constituted in accordance with the requirements
of the Listing Agreement. The Audit Committee reports to the Board and
is primarily responsible for such activities as stated in the Report of
Corporate Governance. -
The Audit Committee consists of Shri Harish Jagtiani, Independent
Non-Executive Director of the Company acted as Chairman, Ms. Arati
Saran, Independent Non-Executive Director and Shri Santosh L.Chowgule,
Promoter Executive Director of the Company acted as Members of the
Audit Committee. During the year all the recommendations submitted by
the Audit Committee were approved by the Board.
f. Vigil Mechanism/ Whistle Blower Policy
The Company has established a Whistle Blower Policy for Directors and
employees to report their genuine concern. The details of the same have
been explained in the Corporate Governance Report and the same was
inserted in the website of the Company.
g. Number of meetings of the Board of Directors
During the year four meetings of Board of Directors were held i.e. on
23rd May, 2014, 25th July, 2014, 17th October, 2014 and on 23rd
January, 2015. These meetings were held as per the provision of section
173 of the Companies Act, 2013.
h. Nomination and Remuneration Committee
The Company has constituted a Nomination and remuneration committee
during the year.
i. Risk management policy
The Company has formed and implemented a risk management policy for the
Company including identification therein of elements of risk, if any,
and the same has been inserted in the website of the Company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the company has not sanctioned any loans, given
securities and made any investments as prescribed under section 186 of
the Companies Act, 2013.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The contracts entered into by the Company with related parties referred
to in sub-section (I) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso is
disclosed in AOC -2 as mentioned in Annexure 3.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
I. CONSERVATION OF ENERGY (FORM 'A')
This is not applicable to Explosives Industry.
II. ABSORPTION OF RESEARCH AND DEVELOPMENT (FORM 'B')
A) Specific areas in which R&D is carried out by the Company.
(I) Cost reduction.
(II) Product and Technology Development for Explosives.
(III) Technical Services to monitor use of Explosives by Customers.
(IV) Development of value added Explosive products.
(V) Development of improved and more efficient equipment.
(VI) Refinements and Developments in Packaging.
(VII) Product Development in relation to application of Explosives and
Perlite.
B) Benefits derived as a result of the above R&D:
(I) Introduction of products for difficult blasting conditions.
(II) Setting up of production facilities with indigenous Plant
Equipment for Bulk and Packaged Explosives.
(III) Higher efficiency in use of Explosives to Customers.
(IV) Higher efficiency in manufacturing process.
(V) Reduction in cost of production.
(VI) Entry into Export market.
(VII) New applications of our Explosives.
(VIII) Application of perlite concrete for cryogenic tanks.
(IX) Development of Air Decking system for blasting in boreholes.
(X) Export of Perlite Concrete Insulation Blocks.
(XI) Overseas Contracts deploying Mobile Perlite Expanders.
C) Future Plan of Action:
(I) Continue development work on Explosives.
(II) Evaluate other systems for SMS.
(III) Develop site applications using perlite.
(IV) Explore new products for diversification.
D) Expenditure on R & D:
(I) Capital - Nil.
(II) Recurring - Rs. 26.86 lacs.
(III) Total - Rs. 26.86 lacs.
(IV) Total R & D expenditure as a % total turnover - 0.13 %
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation
and innovation: Strict Monitoring of emulsion explosives and making
necessary improvements to meet the field requirements.
2. Benefits derived as a result of the above efforts e.g. product
improvement, cost reduction, product development, import substitution
etc.
Emulsion products with fully indigenous equipments have been produced
and supplied. These products have been well accepted by customers for
use in difficult strata conditions.
Safety standards have been maintained, both during manufacture and
usage, based on periodic feed back.
3. In case of imported technology (imported during the last five years
reckoned from the beginning of the financial year) following
information may be furnished.
(i) Technology imported : %
(ii) Year of import: I
(iii) Has the technology been fully absorbedRs. f Not Applicable
(iv) If not fully absorbed, areas where this has not I taken place,
reasons there for and future plan of action w
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 the Company was required to spend a
sum of Rs. 15.42 lacs towards Corporate Responsibility Policy and
accordingly the Company has spent the same.
17. CORPORATE GOVERNANCE CERTIFICATE
The Corporate Governance certificate received from M/s.Haribhakti &
Company LLR Chartered Accountants, Mumbai regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement is annexed with the report.
18. DIRECTORS' RESPONSIBILITY STATEMENT
Your Company's Directors make the following statement in terms of
sub-section (5) of Section 134 of the Companies Act, 2013, which is to
the best of their knowledge and belief and according to the information
and explanations obtained by them -
I. The financial statements have been prepared in conformity with the
applicable Accounting Standards and requirements of the Companies Act,
2013, (''the Act") to the extent applicable to the Company; on
the historical cost convention; as a going concern and on the accrual
basis. There are no material departures in the adoption of the
applicable Accounting Standards.
II. The Board of Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for that period.
III. The Board of Directors 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. The Board of Directors have laid down internal financial controls
to be followed by the company and that such internal financial controls
are adequate and were operating effectively.
V The Board of Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
VI. The financial statements have been audited by M/s. Haribhakti &
Company LLR Chartered Accountants, Mumbai, the Company's Auditors.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
As part of its Corporate Social Responsibility (CSR) initiatives, the
Company has complied in accordance with Schedule VII of the Companies
Act, 2013.
20. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures ("Code"), as approved by the Board from time to time, are
in force by the Company. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees
and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the securities of the
Company at the time when there is unpublished price sensitive
information.
No other material changes and commitments affecting the financial
position of the Company has occurred between April 1,2015 and the date
of signing of this Report.
21. LISTING FEES
The Company confirms that it has paid the annual listing fees for the
year 2015-16 to BSE Limited, Mumbai.
22. ACKNOWLEDGEMENTS
Your Directors place on record their thanks to the Canara Bank for
their unstinted co-operation and timely assistance. Your Directors
would like to make a special mention of the support extended by the
various Departments of Government of India, the State Government
agencies, the Tax Authorities including the Customs and Excise
Departments, Ministry of Corporate Affairs, Securities and Exchange
Board of India and others and look forward to their continued support
in all future endeavors.
The Directors acknowledge the support and co-operation extended by
valued customers of the Company. Your Directors also place on record
their appreciation for the dedicated services rendered by the employees
at all levels during the year under review.
For and on behalf of the Board of Directors
Place : Mumbai Ashok V Chowgule
Date : 21st May, 2015 Chairman
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting the Thirtysixth Annual
Report and the Audited Accounts for the year ended 31 "March, 2013.
1. FINANCIAL RESULTS :
(Rs. in lacs)
2012-13 2011-12
Operating Profit 929.36 994.05
Less:
1) Interest 128.86 121.63
2) Depreciation 137.14 114.18
Profit for the year before taxation 663.36 758.24
Less : Provision for taxation -
Current Tax 197.50 219.88
- Deferred Tax 35.18 232.68 34.00 253.88
Profit after tax 430.68 504.36
Profit for the year available
for appropriation
Appropriations:
Dividend 25.00 25.00
Tax on Dividend 4.25 4.05
Transfer to General Reserve 300.00 475.00
Balance of Profit / (Loss)
brought forward 474.26 473.95
Balance of Profit / (Loss) c/o
to Balance Sheet 575.69 474.26
The Directors have recommended a Dividend of Rs. 2.50 per share of Rs. 10/-
each (25%) on the paid-up Equity Capital of the Company.
2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT/ OPERATIONS REPORTS OF
COMPANY''S PERFORMANCE:
OPERATIONS
(A) EXPLOSIVES DIVISION
The sale of Bulk and Cartridged Explosives for the year under review
was 35,183 MT valued at Rs. 12,109 lakhs as against 35,406 MT valued at Rs.
10,744 lakhs of the previous year. The Sales turnover increased by
12.70% in value terms and decreased by 0.6% in quantity terms. During
the year, the turnover in regard to traded goods, service contracts and
export of finished goods in Explosives sector was Rs. 2,552 lakhs as
against Rs. 5,494 lakhs during the previous year since the projects on
hand were completed.
In regard to Detonating Fuse and related products there was handsome
increase in capacity utilization in this sector. The sale for the year
under review was valued at Rs. 678 lakhs as against Rs. 359 lakhs of the
previous year. 120% of licensed capacity utilization was achieved both
in regard to D fuse and PETN.
(B) PERLITE DIVISION
The sale of Perlite and Perlite based products for the year under
review were 5,980 MT valued at Rs. 935 lakhs as against 8,464 MT valued
at Rs. 1, 199 lakhs of the previous year, registering a reduction of
29.34% in quantity and 22.02% in value due to adverse market condition.
The turnover of services contracts during the year under review was Rs.
887 lakhs as against Rs. 1,091 lakhs for the corresponding period of the
previous year.
(C) The operations for the year 2012-13 have resulted in a net profit
of Rs. 431 lakhs after charging depreciation, interest and tax as against
Rs. 504 lakhs for the corresponding period of the previous year.
3. INDUSTRY REVIEW, THREATS, RISKS AND CONCERNS:
(A) EXPLOSIVES DIVISION
The purchase policies of PSU continue to be price driven instead of
service and quality driven. In this segment of business growth is
difficult. As to non-governmental segment of business, an increment can
be expected.
Due to sensitive nature of the Industry, several regulatory measures
have been introduced by the Government, viz. Ammonium Nitrate Rules
2012,security related regulations in relation to Explosives and
Ammonium Nitrate. These measures may impact overall quantity off-take
due to problems of logistics.
In regard to Detonating Fuse and related products, there is good demand
for the products and the licensed capacity is already achieved. For
securing any growth in this segment of business, we will need to
increase licence capacity.
(B) PERLITE DIVISION
A substantial increase in investments in LNG terminals in India and
world-over is expected. New opportunities are seen in this segment of
business. Increased competition in this segment of business is
expected, but the Company is well placed to handle competition in this
regard.
(C) INDUSTRIAL RELATIONS
The industrial relations during the year under review were cordial and
there were no industrial disputes. A wage revision is due during the
current year and Company expects amicable settlement and continued
cordial relations.
(D) OUTLOOK FOR 2013-14
During the current financial year 2013-14, the Explosives Division
continues to be under pressure of price. The Perlite and Explosives
Accessories Division is showing encouraging performance. The Company is
setting up Emulsion Explosives manufacturing plant at its facilities at
Garamsur in Maharashtra which is expected to go on stream during the
financial year 2013-14, adding to the existing product line. Your
Company is putting in all efforts for optimizing the overall
performance.
(E) CAUTIONARY STATEMENT
The statements, expressions, information given in this Management
Discussions and Analysis Report describing the Company''s objectives,
projections, estimates, expectations or predictions may be deemed to be
as "forward looking statements". Actual results might substantially or
materially from those expressed or implied. Important developments that
could affect the Company''s operations included demand supply
conditions, changes in Government, global economic scenario and such
other developments different from Company''s comprehension.
4. DIRECTORS
S / Shri H.C. Asher and Umaji V Chowgule retire by rotation and being
eligible, offer themselves for re-appointment.
5. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and on the basis of
information and explanations made available to them, your Directors
make the following statement in terms of Section 217 (2AA) of the
Companies Act, 1956:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 2012-13 and of the
profit of the Company for that period;
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors have prepared the annual accounts on a going concern
basis.
6. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and are eligible for re- appointment.
7. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Necessary information pursuant to the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is
annexed.
8. PARTICULARS OF EMPLOYEES
Information on Particulars of Employees pursuant to Section 217(2A) of
the Companies Act, 1956 is annexed to this Report.
9. COMPLIANCE CERTIFICATE
As required under the proviso to Sub Clause (I) to Section 383A of the
Companies Act, 1956, Compliance Certificate for the year ended 31st
March, 2013 obtained from a Practising Company Secretary is attached.
10. ACKNOWLEDGEMENTS
Your Directors place on record their thanks to the Canara Bank for
their unstinted co-operation and timely assistance. The Directors
acknowledge the support and co-operation extended by valued customers
of the Company. Your Directors also place on record their appreciation
for the dedicated services rendered by the employees at all levels
during the year under review.
For and on Behalf of the Board
Place :Mumbai ASHOK V. CHOWGULE
Dated : 17th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the Thirty fifth Annual
Report and the Audited Accounts for the year ended 31st March, 2012.
1. FINANCIAL RESULTS : (Rs in lacs)
2011-12 2010-11
Operating Profit 994.05 375.1
Less:
1) Interest 121.63 51.48
2) Depreciation 114.18 97.51
Profit for the year before taxation 758.24 226.12
Less : Provision for taxation
- Current Tax 219.88 58.38
- Deferred Tax 34.00 253.88 11.54 69.92
Profit after tax 504.36 156.20
Appropriations:
Dividend 25.00 25.00
Tax on Dividend 4.05 4.05
Transfer to General Reserve 475.00 100.00
Balance of Profit / (Loss)
brought forward 473.95 446.80
Balance of Profit / (Loss) c/o to
Balance Sheet 474.26 473.95
The Directors have recommended a Dividend of Rs 2.50 per share of Rs
10/- each (25%) on the paid-up Equity Capital of the Company.
2. OPERATIONS
(A) EXPLOSIVES DIVISION
The sale of Explosives for the year under review was 35,406 MT valued
at Rs 10,744 lacs as against 33,143 MT valued at Rs 8,648 lacs of the
previous year. Due to un-remunerative selling price given by Coal India
Limited, the exposure in this sector was limited. Overall, the Sales
turnover on Explosives increased by 6.8% in quantity terms and 24.2% in
value, mainly owing to steep increase in input costs and consequent
selling price. During the year the turnover in regard to traded goods,
service contracts and export of finished goods in Explosives sector
increased significantly to Rs 5,494 lacs as against Rs 1,732 lacs during
the previous year.
(B) PERLITE DIVISION
The sale of Perlite and Perlite based products for the year under
review were 8,464 MT valued at Rs 1, 199 lacs as against 9,114 MT valued
at Rs 1,286 lacs of the previous year, registering a reduction of 7.2%
in quantity and 6.8% in value due to adverse market condition. The
turnover of service contracts during the year under review showed
encouraging growth at Rs 1,091 lacs as against Rs 298 lacs for the
previous year.
(C) DETONATING FUSE:
During the maiden year of operation, the sale of Detonating Fuse and
other related products were valued at Rs 359 lacs.
(D) The operations for the year 201 1-12 have resulted in a net profit
of Rs 504 lacs after charging depreciation, interest and tax as against
Rs 156 lacs for the previous year. This is primarily due to higher
project executions.
During the year 2012-13, the operations of the Explosives Division is
likely to continue to be under pressure due to PSU procurement policies
and over-capacities in the sector. The operations of Perlite Division
and Explosives Accessories are showing encouraging trends. Your Company
is putting all efforts for optimizing its overall operations.
3. DIRECTORS
S / Shri Ashok V. Chowgule and Harish Jagtiani retire by rotation and
being eligible, offer themselves for re-appointment
4. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and on the basis of
information and explanations made available to them, your Directors
make the following statement in terms of Section 217 (2AA) of the
Companies Act, 1956:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 201 1-12 and of the
profit of the Company for that period;
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors have prepared the annual accounts on a going concern
basis.
5. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and are eligible for re- appointment.
6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Necessary information pursuant to the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is
annexed.
7. PARTICULARS OF EMPLOYEES
Information on Particulars of Employees pursuant to Section 217(2A) of
the Companies Act, 1956 is annexed to this Report.
8. COMPLIANCE CERTIFICATE
As required under the proviso to Sub Clause (I) to Section 383A of the
Companies Act, 1956, Compliance Certificate for the year ended 31 st
March, 2012 obtained from a Practising Company Secretary is attached.
9. ACKNOWLEDGEMENTS.
Your Directors place on record their thanks to the Canara Bank for
their unstinted co-operation and timely assistance. The Directors
acknowledge the support and co-operation extended by valued customers
of the Company. Your Directors also place on record their appreciation
for the dedicated services rendered by the employees at all levels
during the year under review.
For and on Behalf of the Board
Place : Mumbai ASHOK V. CHOWGULE
Dated : 21st May, 2012 Chairman
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the Thirtyfourth Annual
Report and the Audited Accounts for the year ended 3Ist March, 2011.
1. FINANCIAL RESULTS : (Rs. in lacs)
2010-11 2009-10
Operating Profit 375.11 1042.65
Less:
1) Interest 51.48 51.12
2) Depreciation 97.51 86.36
Profit for the year before
taxation 226.12 905.17
Less : Provision for taxation
- Current Tax 59.50 312.00
- Deferred Tax 11.54 71.04 3.15 315.15
Profit after tax 155.08 590.02
Adjustments for earlier years (1.12) -
Profit for the year available
for appropriation 156.20 590.02
Appropriations:
Dividend 25.00 25.00
Tax on Dividend 4.05 4.15
Transfer to General Reserve 100.00 500.00
Balance of Profit/(Loss)
brought forward 446.80 385.93
Balance of Profit / (Loss)
c/o to Balance Sheet 473.95 446.80
The Directors have recommended a Dividend of Rs.2.50 per share on the
paid-up Equity Capital of the Company.
2. OPERATIONS
(A) EXPLOSIVES DIVISION
The sale of Explosives for the year under review was 33,143 MT valued
at Rs. 8,648 lakhs as against 43,148 MT valued at Rs. 11,123 lakhs of
the previous year. Due to un-remunerative selling price given by Coal
India Limited, the Company was compelled to limit the exposure in this
sector. As a result the Explosives Sales turnover was less by 23.2% in
quantity terms and 22.3% in Value. During the year the turnover in
regard to traded goods and service contracts in Explosvies sector
increased significantly to Rs. 1,732 lakhs as against Rs. 249 lakhs
during the previous year.
(B) PERLITE DIVISION
The sale of Perlite and Perlite based products for the year under
review were 9,1 14 MT valued at Rs. 1,286 lakhs as against 4,262 MT
valued at Rs. 613 lakhs of the previous year registering a growth of
113.8% in tonnage and 109.9% in value. The turnover of service
contracts during the year under review also showed encouraging growth
at Rs. 298 lakhs as against Rs. 70 lakhs for the previous year.
(C) The operations for the year 2010-11 have resulted in a net profit
of Rs. 156 lakhs after charging depreciation, interest and tax as
against Rs. 590 lakhs for the previous year.
During the current year 2011 -12, there are indications of steep
increase in input costs; the selling price to Coal India Limited,
continues to be un-remunerative. Your Company is putting efforts in
catering to other sectors of business so that the affect of sales to
Coal India Limited is minimized.
The Company has recently commissioned its plant for manufacture of
Explosive Accessories, Viz. Detonating Cord and Cast Booster, at its
Garamsur Unit near Nagpur. The Company also took up new contracts in
excavation works.
Your Company obtained certification under Environmental Management
System (ISO 14001) and Occupational Safety and Health Administration
Standards(OSHAS 18001) there by ratifying the Company's commitment in
this aspect of operations.
3. DIRECTORS
S / Shri Umaji V Chowgule and Vijay V Chowgule retire by rotation and
being eligible, offer themselves for re-appointment.
4. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and on the basis of
information and explanations made available to them, your Directors
make the following statement in terms of Section 217 (2AA) of the
Companies Act, 1956:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 2010-11 and of the
profit of the Company for that period;
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors have prepared the annual accounts on a going concern
basis.
5. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and are eligible for re-appointment.
6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Necessary information pursuant to the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is
annexed.
7. PARTICULARS OF EMPLOYEES
Information on Particulars of Employees pursuant to Section 217(2A) of
the Companies Act, 1956 is annexed to this Report.
8. COMPLIANCE CERTIFICATE
As required under the proviso to Sub Clause (I) to Section 383A of the
Companies Act, 1956, Compliance Certificate for the year ended 31st
March, 2011 obtained from a Practising Company Secretary is attached.
9. CASH FLOW
Members are requested to refer to the Annexure-A to this Report wherein
Cash Flow Statement for the year ended 31st March, 2011 is furnished in
terms of the provisions of the Listing Agreement with the Stock
Exchanges.
10. ACKNOWLEDGEMENTS
Your Directors place on record their thanks to the Canara Bank for
their unstinted co-operation and timely assistance. The Directors
acknowledge the support and co-operation extended by valued customers
of the Company. Your Directors also place on record their appreciation
for the dedicated services rendered by the employees at all levels
during the year under review.
For and on Behalf of the Board
Place :Mumbai ASHOK V. CHOWGULE
Dated : 20th May, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the Thirtythird Annual
Report and the Audited Accounts for the year ended 31" March, 2010.
1. FINANCIAL RESULTS : (Rs. in lacs)
2009-10 2008-09
Operating Profit 1042.65 932.56
Less:
1) Interest 51.12 77.36
2) Depreciation 86.36 76.02
Profit for the year before taxation 905.17 779.18
Less : Provision for taxation - Current Tax 312.00 269.21
- Fringe Benefit Tax - 19.40
- Deferred Tax 10.21 298.82
Profit after Tax 590.02 480.36
Adjustments for earlier years - (1.90)
Profit for the year available
for appropriation 590.02 482.26
Appropriation :
Dividend 25.00 25.00
Tax on Dividend 4.15 4.25
Transfer to General Reserve 500.00 260.00
Balance of Profit / (Loss) brought forward 385.93 192.92
Balance of Profit / (Loss) c/o
to Balance Sheet 446.80 385.93
The Directors have recommended a Dividend of Rs.2.50 per share on the
paid-up Equity Capital of the Company.
2. OPERATIONS
(A) EXPLOSIVES DIVISION
The sale of Explosives for the year under reviewwas 43,147.99 MT valued
at Rs. 11,123.06 lakhs as against 40,476.48 MT valued at Rs. 10,109.32
lakhs of the previous year registering a growth of 6.6% in tonnage and
10.03% in value.
During the year under review, the performance of the explosives
division of the Company improved since increase in input costs was
compensated by commensurate increase in selling price
(B) PERLITE DIVISION
The sale of Perlite and Perlite based products for the year under
review were 4,262.04 MT valued at Rs.612.71 lakhs as against 3,685.63
MT valued at Rs.466.80 lakhs of the previous year registering a growth
of 15.64% in tonnage and 31.26% in value.
(C) The operations for the year 2009-10 have resulted in a net profit
of Rs.590.02 lacs after charging depreciation, interest and tax as
against Rs. 482.26 lakhs of the previous year.
During the current year 2010-11, there are indications of rise in input
costs; the selling price to Coal India Limited, who is the major
consumer of Explosives, is also un-remunerative; thereby putting strain
on the operations. Meanwhile, your Company is putting efforts in
catering to other sectors of business so that the net effect of sales
to Coal India Ltd. is minimized.
As a concerted step to enhance safety in operation as also concern for
the Environment, your Company has taken steps for certification under
Environmental Management System and Occupational Safety and Health
Administration Standards.
3. DIRECTORS
S / Shri Harish Jagtiani and H.C.Asher retire by rotation and being
eligible, offer themselves for re-appointment.
4. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and on the basis of
information and explanations made available to them, your Directors
make the following statement in terms of Section 217 (2AA) of the
Companies Act, 1956:
That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
That the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 2009-10 and of the
profit of the Company for that period;
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors have prepared the annual accounts on a going concern
basis.
5. AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and are eligible for re- appointment.
6. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988
Necessary information pursuant to the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is
annexed.
7. PARTICULARS OF EMPLOYEES
Information on Particulars of Employees pursuant to Section 217(2A) of
the Companies Act, 1956 is annexed to this Report.
8. COMPLIANCE CERTIFICATE
As required under the proviso to Sub Clause (I) to Section 383A of the
Companies Act, 1956, Compliance Certificate for the year ended 31 st
March, 2010 obtained from a Practising Company Secretary is attached.
9. CASH FLOW
Members are requested to refer to the Annexure-A to this Report wherein
Cash Flow Statement for the year ended 31st March, 2010 is furnished in
terms of the provisions of the Listing Agreement with the Stock
Exchanges.
10. ACKNOWLEDGEMENTS.
Your Directors place on record their thanks to the Canara Bank for
their unstinted co-operation and timely assistance. The Directors
acknowledge the support and co-operation extended by valued customers
of the Company. Your Directors also place on record their appreciation
for the dedicated services rendered by the employees at all levels
during the year under review.
For and on Behalf of the Board
Place : Mumbai ASHOK V. CHOWGULE
Dated : 25th May, 2010 Chairman
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