Mar 31, 2015
Dear Members,
Your Directors have pleasure in presenting their 22nd Annual report on
the affairs of the Company together with the Audited Statement of
Accounts for the year ended on 31st March, 2015 Financial Performance:
A summary of company's financial performance for 2014-2015:
( Rs in Lakhs)
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
Sales for the year 65.13 4396.83
Profit before Interest& finance
charges, depreciation & taxation 12.52 (68.91)
Less: Interest & finance Charges 0.15 0.61
Operating profit before
depreciation & taxation 12.37 (69.52)
Less: Depreciation, amortization
& impairment of asset 12.17 9.43
Profit before Exceptional Items 0.20 (78.95)
Add: Exceptional Items 0.00 0.00
Profit before taxation 0.20 (78.95)
Current Tax & Prior Year 0.00 0.00
Deferred Tax Liability (3.79) 43.92
Profit after taxation (3.59) (35.03)
Add: Balance brought forward 3,957.35 3,992.38
Profit available for appropriation 3,953.76 3,957.35
Less: Appropriation:
Transfer to General Reserve 0.00 0.00
Interim Dividend 0.00 0.00
Tax on Interim Dividend 0.00 0.00
Proposed Dividend 0.00 0.00
Provision for Tax on Proposed Dividend 0.00 0.00
Balance carried forward to Balance Sheet 3,953.76 3,957.35
Operating & Financial Performance. Internal Control:
Your company has generated gross income of Rs. 347.72 Lacs as compared
to Rs. 4789.54 lacs for previous year. The income by way of trading
during the year amounted to Rs.65.13 lacs compared to Rs. 4323.65 in
the previous year. Income from services amounted to Rs. Nil compared to
Rs. 73.18 Lacs in the previous year.
The Company has in place an established internal control system
designed to ensure proper recording of financial and operational
information and compliance with various internal controls and other
regulatory and statutory compliances. Code of Internal controls which
require that the Director review the effectiveness of internal controls
and compliances controls, financial and operational risks, risk
assessment and management systems and related party transactions, have
been complied with.
Company's Policies on Remuneration, Whistle Blower and also Code of
Conduct applicable to Directors and Employees of the Company has been
complied with. These Policies and Code of Conduct are available on the
Company's website www.laffanspetrochemical.com
There is no change in the nature of the business of the Company. There
were no companies which became or ceased to be the Subsidiaries, joint
ventures or associate companies during the year. There were no
significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations
in future. There were no material changes and commitment affecting the
financial position between March 31, 2015 and date of this Report of
Directors.
Deposits:
The Company has not invited/ accepted any deposits from the public
during the year ended March 31,2015. There were no unclaimed or unpaid
deposits as on March 31, 2015.
Transfer to Reserve:
The Company has not transferred any amount to reserves.
Dividend:
Due to net loss of Rs. 3.59 Lacs, it would not be possible to recommend
any dividend for declaration. Your Directors regret their inability to
recommend any Dividend for the year under review.
SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS.
There were no significance and material orders passed by regulators or
courts or tribunals impacting the going concern status and company
operations in future. There were no material changes and commitments
affecting the financial position of the company occurring between March
31, 2015 and the date of this Report of the Directors.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries, joint ventures or associated companies
therefore disclosures in this regards are not provided in this report.
Number of meeting of the Board:
During the year 2014-15, the Board of Directors met seven times viz. on
2nd May, 2014; 29th May, 2014; 1st July, 2014; 12th August, 2014; 14th
November, 2014; 14th February, 2015 and 10th March, 2015.
The details relating to Audit Committee Meetings has been set out in
the Corporate Governance Report annexed with this report which forms
part of this report.
Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Sections 134(3) (c) read section 134(5)
of the Companies Act, 2013 of the Companies Act, 2013:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company as at March 31, 2015 and of the profit and loss of the
company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
(iv) the directors had prepared the annual accounts on a going concern
basis; and
(v) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
D. Statement on declaration given by independent directors under
sub-section (6) of section 149:
All Independent Directors have given declarations that they meet the
criteria of independent as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing agreement.
Company's policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section
(3) of section 178:
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of section 178, is appended as Annexure A to this Report.
Particulars of loans, guarantees or investments under section 186:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the form AOC-2:
All the contracts/ arrangements/ transactions that were entered into by
the Company during the financial year with related parties were on an
arm's length basis and in the ordinary course of business. During the
year, the Company had not entered into any contract/ arrangement/
transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related
party transaction. All Related Party Transactions are placed before the
Audit Committee for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website www. laffanspetrochemical.com .
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arm's
length basis: Nil
2. Details of material contracts or arrangement or transactions at
arm's length basis:
a) Name of the related party and nature of relationship: Mr. Sandeep
Seth, Managing Director
b) Nature of transaction: Payment for Office Rent b) Duration of
transaction: Not Applicable
d) Salient terms of transaction: Monthly Rent of Rs. 2,00,000/- per
month
e) Date of Approval by Board, if any: Not Applicable
f) Amount paid as advances, if any: Nil
Conservation of energy, technology absorption, foreign exchange
earnings and outgo:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure B".
Risk management policy and its implementation:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors.
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
Statement indicating the manner in which formal annual evaluation has
been made by the Board of its own performance and that of its
committees and Individual Directors:
The formal annual evaluation has been done by the board of its own
performance and that of its committee and individual directors on the
basis of evaluation criteria specified in the Nomination and
Remuneration policy of the Company. A member of the Board/committee did
not participate in the discussion of his/her evaluation.
Directors or key managerial personnel who were appointed or have
resigned during the financial year 2014-15:
The Board of Directors had appointed Mrs. Anisha Seth (DIN: 06867960)
as a woman director from 2nd May, 2014 and Whole-time Director with
effect from 1st July, 2014 and the same was approved by the members in
the twenty first Annual General Meeting held on September 26, 2014. She
will hold Office for 5 years with effect from 1st July, 2014 as
approved by the members in the 21st Annual General Meeting.
The Board also appointed Mr. Naresh Chhabria (DIN: 03463187) as an
Independent Director with effect from 2nd May, 2014 and the same was
approved by the members in the twenty first Annual General Meeting held
on September 26, 2014. Mr. Naresh Chhabria (DIN: 03463187) will hold
office till 31st March, 2019.
Mr. Rajesh Sharma ceased to be associated with the Company on account
of vacation of office under section 167 of the Companies Act, 2013. Mr.
Rajesh Thadani (DIN 00009889) was appointed as an Additional Director
with effect from 14th November, 2014. Board hereby recommends
appointing Mr. Rajesh Thadani as Independent Director at the ensuing
Annual General Meeting of the Company.
During the year Company had also appointed Mr. Mahalinga B. Kotian as a
Chief Financial Officer of the Company w.e.f. 10th March, 2015. During
the year Company accepted resignation of Mr. Ambalal C. Patel from the
post of Independent Director w.e.f. 1st July, 2014.
Re-appointments
As per the provisions of the Companies Act, 2013 and the Articles of
Association of the company, Mrs. Anisha Seth (DIN 06867960) will retire
in the ensuing Annual General Meeting and being eligible, seek
re-appointment. The Board of Directors recommends his re-appointment.
AUDITORS
At the Annual General Meeting held on 26th September, 2014 M/s. S. M.
Kapoor & Co., Chartered Accountants, Statutory Auditors of the Company
having registration number FRN No. 104809W were appointed as statutory
auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the calendar year 2017. In terms
of first proviso of section 139 of the Companies Act, 2013, the
appointment of the auditors shall be placed for ratification by members
at every annual general meeting. The Company has received a certificate
from the statutory auditors to the effect that their re-appointment, if
made, would be within the limits prescribed.
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. S. M. Kapoor & Co., Statutory Auditors, in
their report.
Internal Auditors
M/s Govind Prasad & Co, Chartered Accountants were appointed as an
Internal Auditor with effect from 14th February, 2015, they performs
the duties of internal auditors of the company and their report is
reviewed by the audit committee from time to time.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place the
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and during the year Company has
not received any complaint of such harassment.
The Extract of the Annual Return in form MGT-9:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure C".
PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186
WITH DETAILS:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of every director's performance was carried
out. An evaluation sheet was given to each director wherein certain
criteria were set out for which ratings are to be given.
RESEARCH & DEVELOPMENT:
As Company is not into manufacturing activity, there was no Research
and Development activity carried out by the Company during the
financial year under review.
WEBSITE OF THE COMPANY:
The Company maintains a website www.laffanspetrochemical.com where
detailed information of the company and its products are provided
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company's website www.laffanspetrochemical.com. The Code
lays down the standard procedure of business conduct which is expected
to be followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Requirements of Rule 5(1) Details
(i) the ratio of the remuneration Mr, Sandeep Seth - 9.74 :
of each director to the median 1 (974%)
remuneration of the employees
of the company for the Mr. Jaideep Seth - 3.08 :
finantial year; 1 ( 308.44%)
Mr, Rajesh Sharma - 0 : 1
( Nil %)
Mr, Naresh Chhabria - 0 :
1 ( Nil %)'
Mrs. Anisha Seth - 3.71:
1 ( 340.91%)
Mr. Rajesh Thadani - 0 :
1 ( Nil%)
(ii) the percentage increase Mr, Sandeep Seth -
in remuneration of each No increase
director, Chief Financial
Officer, Chief Executive Mr. Jaideep Seth -
Officer, Company Secretary No increase
or Manager, if any,in
the financial year; Mr Rajesh Sharma -
No increase
Mr, Naresh Chhabria -
No increase
Mrs. Anisha Seth -
No increase
Mr. Mahalinga B. Kotian
(CFO)- No increase
Mr, S. R. Narayanan (CS)
- No increase
Mr, Rajesh Thadani -
0 : 1 ( Nil%)
iii) the percentage increase No increase
in the median remuneration
of employees in the financial
year;
(iv) the number of permanent 6 employees as on 31st
employees on the rolls of company; March, 2015
(v) the explanation on the Average increase in remuneration
relationship between average of all employees was Nil %
increase in remuneration and for the year 2015 which is
company performance; based on the individual's
employee's performance. The
total sales in the year reduced
by 98.49% over previous year,
(vi) comparison of the Average increase in remuneration
remuneration of the Key of all employees was Nil %
Managerial Personnel against for the year 2015.
the performance of the company;
(vii) variations in the market As on
capitalisation of the company, 31.03.2014
price earnings ratio as at the
closing date of the current BSE 8.30
financial year Store Price Vadodara Not Traded
and previous financial year Stk Ex Not Traded
and percentage increase DelhiStk Ex Not Traded
over decrease in the market
quotations of the shares of As on % increase
the company in comparison to 31.03.2015
the rate at which the company
came out with the last public BSE 9.25 11.45%
offer Vadodara Not Traded Not Traded
Stk Ex Not Traded Not Traded
DelhiStk Not Traded Not Traded
Ex
The Company has not made any
public issue or right issue of the
securities in the last 15 years,
so comparison have not been made
of current share price with public
offer price.
The Company's shares are listed on
Bombay, Vododara and Delhi
Stock Exchanges.
(viii) average percentile No increase in Salaries of
increase already made in the Employees during the Financial
salaries of employees other Year 2014-15.
than the managerial personnel
in the last financial year
and its comparison with the
percentile increase in the
managerial remuneration
and justification thereof
and point out if there are
any exceptional circumstances
for increase in the managerial
remuneration;
(ix) comparison of the each The remuneration of Key
remuneration of the Key Managerial Personnel has
Managerial Personnel against not been increased in
the performance of the company; 2014-15, compared to 2013-14,
whereas the Net loss during
the 2014-15 reduced
substantially compared
to 2013-14.
(x) the key parameters for There is no variable component
any variable component of of remuneration availed by any
remuneration availed by the of the directors.
directors;
(xi) the ratio of the The Managing Director is the
remuneration of the highest highest paid Director.
paid director to that of the No employee received
employees who are not directors remuneration higher than
but receive remuneration in the Managing Director
excess of the highest paid
director during the year; and
(xii) affirmation that the Remuneration paid during the
remuneration is as per the year ended March 31, 2015 is
remuneration policy of the as per Remuneration policy
company. of the Company
* Mr. Rajesh Sharma ceased to be associated with the Company w.e.f.
10th March, 2015
** Mr. Rajesh Thadani has been appointed as an Additional Director
w.e.f 14th November, 2014
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Secretarial Audit
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report from M/s. Ragini
Chokshi & Co., Company Secretaries in Practice which is annexed
herewith as "Annexure D..
Certain observations made in the report with regard to non filing of
some forms were mainly due to ambiguity and uncertainty of the
applicability of the same for the relevant period. However, the company
would ensure in future that all the provisions are complied with the
fullest extent. Regarding observation relating to taking on records the
disclosure of interest given by all the directors in second Board
Meeting instead of first Board Meeting of the financial year, the same
happened because in the first Board Meeting 2 new directors were
appointed and they also gave their disclosures in that Board Meeting,
therefore it was decided to take on record disclosure of interest
received from all the directors in next Board Meeting.
With respect to the observation relating to Clause 41 of the Listing
Agreement, it is hereby clarified that the intimation of Board Meetings
were published in newspaper but Company has not kept Newspaper cuttings
in its records which will be taken care henceforth.
Vigil mechanism/whistle Blower Policy:
The Company has established a vigil mechanism/Whistle Blower Policy for
Directors and employees to report their genuine concerns, details of
which have been given in the Corporate Governance Report annexed to
this Report.
Following details are also available on the website of the Company
i.e on www.laffanspetrochemical.com
1. The details of such familiarisation programmes
2. The policy on Related Party Transactions
3. Code of conduct for Board of Directors and Employees
4. Code of internal procedure and conduct under insider trading
regulation.
5. Policy on Board Diversity
6. Nomination & Remuneration Policy etc.
Management Discussion and Analysis Report:
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management's discussion and analysis is set out in this Annual Report.
CAUSIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis contain certain statements relating to the
future and therefore are forward looking within the meaning of
applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax, regime,
other statues, market forces and other associated and individual
factors mar however lead to variation in actual results. Readers are
cautioned not to place undue reliance on the forward looking
statements.
Report on Corporate Governance
A separate report on Corporate Governance is attached to this report
along with Statutory Auditor's certificate on its compliance.
Acknowledgments
Your Directors take this opportunity to place on record their
appreciation and sincere gratitude to the Government of India,
Governments of Gujarat & Maharashtra, Authorities and the Bankers to
the Company for their valuable support and look forward to their
continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from
the employees and all those who have helped in the day to day
management.
For and on behalf of the Board of Directors
Sandeep Seth Jaideep Seth
Place: Mumbai Managing Director Director
Dated: May 29, 2015 (DIN 00316075) (DIN 03130620)
Mar 31, 2014
Dear fellow members,
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2014.
FINANCIAL RESULTS
Rs. in Lacs
PARTICULARS 31.03.2014 31.03.2013
Sales and other income 4789.54 1082.75
Profit/Loss before depreciation, (68.91) 864.53
Tax and interest
Interest 0.61 0.71
Profit/Loss before depreciation (69.52) 863.82
and tax
Depreciation for the year 9.43 9.29
Profit/Loss before Tax (78.95) 854.53
Provision for Tax - (178.00)
Deferred Tax Assets/(Liability) 43.92 42.99
Profit after tax (35.03) 719.52
Prior year Tax adjustments 0.00 0.00
Balance in P & L Account 3992.38 3272.86
Balance available for appropriation 3957.35 3992.38
Transfer to General Reserve Nil Nil
Balance carried to Balance Sheet 3957.35 3992.38
OPERATION:
Your company has generated gross income of Rs. 4789.54 lacs as compared
to Rs. 1082.75 lacs for previous year. The income by way of trading
during the year amounted to Rs.4323.65 lacs compared to Rs. 504.03 in
the previous year. Income from services amounted to Rs.73.18 Lacs
compared to Rs.68.20 Lacs in the previous year. The previous years
profitability figures are not comparable as it included a one time
exceptional gain.
DIVIDEND:
Due to net loss of Rs. 35.03 Lacs, it would not be possible to
recommend any dividend for declaration. Your Directors regret their
inability to recommend any Dividend for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Company''s Articles of Association Mr. Jaideep Seth retires by rotation
at the ensuing Annual General Meeting and being eligible offer himself
for reappointment at the ensuing Annual General Meeting.
Mr. Naresh Naraindas Chhabria and Mrs. Anisha Seth have been appointed
as Additional Directors with effect from 02nd May, 2014.
Board hereby recommends appointing Mr. Naresh Naraindas Chhabria as
Independent Director and Mrs. Anisha Seth as Director cum Whole-Time
Director at the ensuing Annual General Meeting of the Company.
Mr. Ambalal C. Patel, Independent Director of the Company has shown his
unwillingness to be appointed as an Independent Director at the ensuing
Annual General Meeting of the Company due to his involvement in various
other listed companies.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures. The 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 the period. The Directors had
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 Directors had prepared the annual
accounts on a going concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance is attached as a part of the
Annual Report.
DEPOSITORY SYSTEM:
Equity Shares of the Company were dematerialized from 21st November,
2000 as mandated by Securities & exchange Board of India (SEBI). As on
31st March, 2014 - 7,198,540 equity shares representing 89.98% of the
Equity Capital have been dematerialized. The ISIN number allotted to
the Company is INE919B01011.
AUDITORS:
The Statutory Auditors of the company M/s. S. M. Kapoor & Company,
Chartered Accountants retire at the ensuing Annual General Meeting of
the Company and are eligible for reappointment.
AUDITORS REPORT:
The observations made in the Auditor''s Report are self explanatory and
therefore do not call for any further comments.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:
Since no employee is receiving remuneration in excess of limit
specified under the provisions of section 217(2A) of the Companies Act,
1956, read with companies (particulars of Employees) Rules, 1975,
Statements of particulars of the Employees do not form part of the
Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Information pursuant section 217(1)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is annexed and forms part of the Report.
PERSONNEL:
Industrial relations were very cordial throughout the year. The Board
wish to place on record its appreciation of the sincere and hard work
put by employees at all levels as a team and making a significant
contribution for the successful working of the Company.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude the co-operation and
assistance given by the Central and State Governments, Financial
Institutions/Bankers, Project Consultants, Suppliers etc. for effective
working of the Company.
For & behalf of the Board of Directors
Place: Mumbai Sandeep Seth Jaideep Seth
Date: 29th May, 2014 Managing Director Director
DIN: 00316075 DIN:03130620
Mar 31, 2013
Dear fellow members,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Statement of Accounts for the year ended 31
st March, 2013.
FINANCIAL RESULTS
Rs. in Lacs
PARTICULARS 31.03.2013 31.03.2012
Sales and other income 1082.75 211.58
Profit/Loss before depreciation,
Tax and interest 864.53 (482.84)
Interest 0.71 0.87
Profit/Loss before depreciation and tax 863.82 (483.71)
Depreciation for the year 9.29 11.69
Profit/Loss before Tax 854.53 (495.40)
Provision for Tax (178.00) (205.12)
Deferred Tax Assets/(Liability) 42.99 411.28
Profit after tax 719.52 (289.24)
Prior year Tax adjustments 0.00 0.00
Balance in P & L Account 3272.86 3562.10
Balance available for appropriation 3992.38 3272.86
Transfer to General Reserve Nil Nil
Balance carried to Balance Sheet 3992.38 3272.86
OPERATION:
Your company has generated gross income of Rs. 1082.75 lacs as compared
to Rs. 211.58 lacs for previous year. The income by way of trading
during the year amounted to Rs.504.03 Lacs compared to Rs. Nil in the
previous year. Income from services amounted to Rs.68.20 Lacs compared
to Rs.86.21 Lacs in the previous year.
DIVIDEND:
The Board, after careful review of the performances of the Company has
not recommended any dividend as it is in the initial stage of its new
business model more focused on trading and toll production instead of
manufacturing of commodity chemicals.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association Mr. Ambalal C. Patel retires by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for reappointment at the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures. The 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 the period. The Directors had
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 Directors had prepared the annual
accounts on a going concern basis.
CORPORATE GOVERNANCE:
A separate report on Corporate Governance is attached as a part of the
Annual Report.
DEPOSITORY SYSTEM:
Equity Shares of the Company were dematerialized from 21st November,
2000 as mandated by Securities & exchange Board of India (SEBI). As on
31st March, 2013, 7190240 equity shares representing 89.88% of the
Equity Capital have been dematerialized. The ISIN number allotted to
the Company is INE919B01011.
AUDITORS:
The Statutory Auditors of the company M/s. S. M. Kapoor & Company,
Chartered Accountants retire at the ensuing Annual General Meeting of
the Company and are eligible for reappointment.
AUDITORS REPORT:
The observations made in the Auditor''s Report are self explanatory and
therefore do not call for any further comments.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956:
Since no employee is receiving remuneration in excess of limit
specified under the provisions of section 217(2 A) of the Companies
Act, 1956, read with companies (particulars of Employees) Rules, 1975,
Statements of particulars of the Employees do not form part of the
Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Information pursuant section 217(1 )(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in Report of Board of
Directors) Rules, 1988 is annexed and forms part of the Report.
PERSONNEL:
Industrial relations was very cordial throughout the year. The Board
wish to place on record its appreciation of the sincere and hard work
put by employees at all levels as a team and making a significant
contribution for the successful working of the Company.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude the co-operation and
assistance given by the Central and State Governments, Financial
Institutions/Bankers, Project Consultants, Suppliers etc. for effective
working of the Company.
For & behalf of the Board of Directors
Place: Mumbai Sandeep Seth Jaideep Seth
Date: 29th May, 2013 Managing Director Director
Mar 31, 2010
The Directors have pleasure in presenting the 17th Annual Report of
the Company along with the Audited Accounts for the year ended, 31st
March, 2010.
FINANCIAL RESULTS:
PARTICULARS 31.03,2010 31.03.2009
(Rs. In lacks)
Sales and other income 22658.44 21038.87
Profit before depreciation, Tax and interest 1141.59 1532.30
Interest 398.83 406.06
Profit before depreciation and tax 742.76 1126.24
Depreciation for the year 231.62 201.08
Profit before tax - 514.72 925.16
Provision for tax . 120.30 276.12
Provision for Wealth Tax 0.00 0.01
Provision for FBT 0.00 5.00
Deferred tax liability 64.12 44.08
Profit after tax 327.13 599.97
Prior Year Tax adjustment 0.42 0.01
Balance in P & L Account 2833.39 2233.43
Balance available for appropriation 3160.53 2833.40
. Transfer to General Reserve Nil Nil
Balance carried to Balance Sheet 3160.53 2833.40
OPERATIONS:
Your company has generated gross income of Rs.22658.44 lacs as compared
to Rs.21038.87 lacs for previous year resulting in annualized growth of
7.7%. However, due to all-round increase in input cost and limitation
in product mix which could not be passed to the customers, the profit
margin was under pressure thereby resulting in lower before tax profit
of Rs.514.72 lacs as compared to Rs.925.16 lacs in the previous year.
The profit after tax for . the year stood at Rs.327.13 lacs as compared
to Rs.599.97 lacs for the previous. Your company continues to cater to
the export market in a signification manner and the products of the
company is well accepted in the international market. Your company
earned foreign exchange equal to Rs.1903.62 lacs during the year as
against Rs.1915.15 lacs for the previous year. The company is taking
steps to widen the export markets.
During the year, your company has structured its business operations
into two divisions as discussed below:
A) Manufacturing Division:
The Manufacturing Division will comprise of existing manufacturing &
marketing of Ethylene Oxide Derivative business operations located at
Ankleshwar &
B) Logistic, Warehousing and Trading Division:
This division willcater to logistic, warehousing and trading including
agency business of various other chemicals including ethylene oxide,
ethylene oxide derivatives. This division with current facilities of
Ethylene Oxide Tankers (4) and Warehousing space has commenced
activities during the year.
CORPORATE RE ORGANISATION:
New developments and innovations in the field wherein your company
exists for its manufacturing division have necessitated major
reorganisation of the business strategies. The first move in this
direction was taken up in December 2009 wherein a Manufacturing
Alliance was entered into between Huntsman Group.
The management is of the view that to maintain the status of dominant
player in the field the manufacturing division should be demerged as a
going concern into a corporate entity. The strength of a global network
is becoming a critical success factor in our industry, and the Huntsman
reputation is a substantial asset in this global arena.
Your company has signed a definitive agreement with Huntsman
Investments (Netherlands) B.V. under which Huntsman will acquire the
chemicals business of Laffans post demurer. The acquisition is subject
to certain terms and conditions and is expected to occur in the first
half of 2011.
We look forward to avail of the different opportunities that could
further strengthen Laffans position both in the local and international
markets under this new relationship. Your company has created a new
division which will cater to the logistic, warehousing and agency
business for Huntsman as stated above.
FINANCE:
The Company, during the year, has raised its authorized capital to
Rs.11, 00, 00,000/-..
CRISIL RATING:
CRISIL has upgraded its ratings on Laffans Petrochemicals Ltd
(Laffanss) bank facilities to BBB+/Stable/P2 from BBB/Positive/P3
during last year.
FIXED ASSETS:
The Company has added fixed asset of Rs.494.34 lacs during the year and
the net block at 31st March 2010 stood at Rs.3086.91 lacs. The addition
of fixed asset has gone in for expansion and manufacture of value added
products as stated in our last Report. The foil result of this
expansion will be reflected in the years to come.
IN HOUSE RESEARCH AND DEVELOPMENT:
Your company has in-house research facility to make new products and
also expand the application of products to new areas. As a result the
company has produced value added products. These products are well
accepted in -! overseas market and the company could earn foreign
exchange equal to Rs. 1903.62 lacs during the year under review.
DIVIDEND:
The Board, after a careful review of the need for funds for expansion
under implementation without heavy* interest burden to the company,
decided to skip payment of dividend for 2009-10. The members will
appreciate that through a planned financing of the expansion through
plough back the shareholders wealth is enhanced in the long run.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Mr. Sanjay Seth retires by rotation
at the ensuring Annual General Meeting and being eligible offer himself
for reappointment at the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 as inserted
vide The Companies (Amendment) Act 2000 the Directors of the Company
hereby confirm that:
In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures. The 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 the period.
The Directors had 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 to preventing
and detecting fraud and other irregularities. The Directors have
prepared the annual accounts on going concern basis.
CORPORATE GOVERNANCE:
A separate report on corporate Governance is attached as a part of the
Annual Report.
DEPOSITORY SYSTEM:
Equity Shares of the company were dematerialized from 21s1 November
2000 as mandated by the Securities & Exchange Board of India (SEBI). As
on 31st March 2010 equity shares representing 89.18% of the Equity
Capital have been dematerialized. The ISIN number allotted to the
Company is INE919B01011.
AUDITORS:
The Statutory Auditors of the company M/s S.M. Kapoor & Company,
Chartered Accountants retire at the ensuring Annual General Meeting of
the Company and are eligible for reappointment.
AUDITORS REPORT:
The observations made in the Auditors Report are self explanatory and
therefore do not call for any further comments.
INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956.
Since no employee is receiving remuneration in excess of limit
specified under the provisions of section 217(2A) of the Companies Act,
1956, read with companies (Particulars of Employees) Rules 1975,
statement of Particulars of the Employees do not form part of the
report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Information pursuant to section 217(1 )(e) of the Companies Act, 1956,
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules 1988 is annexed and forms part of the report.
Company is implementing IS014001.
PERSONNEL:
Industrial relations in the Plant were very cordial through out the
year. The Board wish to place on record its appreciation of the sincere
and hard work put by the employees at all level as a team and making a
significant contribution for the successful working of the Company.
ACKNOWLEDGEMENTS:
Yours Directors acknowledge with gratitude the co-operation and
assistance given by the Central & State Governments, Financial
Institutions/Bankers, Project Consultants, and Suppliers etc. for
effective working of the Company.
For & on behalf of the Board of Directors
Place: Mumbai Sandeep Seth Sanjay Seth
Date: 30th July 2010 Managing Director Director