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Directors Report of Poddar Pigments Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 32ndAnnual Report of Poddar Pigments Limited (“the Company”) together with the audited financial statements for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE

The financial performance of your Company for the financial year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)

Particulars

2022-2023

2021-2022

Revenue Receipts (Gross)

38,680

33,590

Other Income

558

458

Total Revenue Receipts including other Income

39,238

34,048

Less: GST

4,612

4,036

Revenue Receipts including other Income (Net)

34,626

30,012

Total Expenses excluding Depreciation and Finance Cost

30,290

26,900

Profit before Finance Cost, Depreciation & Tax

4,336

3,112

Less: Finance Cost

27

38

Less: Depreciation

620

213

Profit before tax

3,689

2,861

Less: Current Tax

818

617

- Deferred Tax

127

119

- Adjustment

10

-

Profit after tax

2,734

2,125

KEY FINANCIAL HIGHLIGHTS

The key highlights of the financial performance of the Company during the financial year 2022-23 are as follows:

• Revenue from operations (Gross) has increased to Rs. 38,680 Lakhs from Rs. 33,590 Lakhs of previous year, increased by 15.15%.

• Profit before Tax has increased to Rs. 3,689 Lakhs from Rs. 2,861 Lakhs of previous year, increased by 28.94%.

• Profit after Tax has increased to Rs. 2,734 Lakhs from Rs. 2,125 Lakhs of previous year, increased by 28.66%.

OPERATIONAL REVIEW AND THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your Company performed well in all areas of its operations with impressive top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth. Your Company has maintained its leadership, due to continuous thrust on Research, Development and Technology up-gradation innovative products and is expected to further improve its performance in forthcoming years. The growth in sales volume, despite a subdued economical scenario, was made possible due to focus on value added and quality products.

FUTURE OUTLOOK

India is witnessing large changes in the Master batches space and it''s time now to change and adapt, to expand our horizons and cater to the

brand-conscious customers with a global outlook. The Company is reviewing the various business segments with a view to consolidate, focus and grow in core businesses and improve its margins on a sustainable basis. There is a need for consolidation of the domestic businesses and to drive economies of scale to continuously remain competitive in the challenging environment being faced by the industry. The Company is also focusing on right sizing of capacities with a view to optimize the return on capital employed. As a part of the strategy to enlarge our presence in the diverse domestic & global market, your Company has already increased its production capacities through installation of latest equipments. This will enable us to utilize unutilized and underutilized production capacity. With a firm and consistent focus on quality products, the Company anticipates better operational performance in the current year.

CHANGE IN NATURE OF BUSINESS

During the period under review, there has been no change in the nature of the Company''s business. Your Company continues to be a leading Masterbatches manufacturer and a world-class partner delivering innovative products.

EXPORT

During the year under review, the exports of the Company was Rs. 8,683 Lakhs (including export benefits) as compared to Rs. 7,336 Lakhs of previous financial year. Your Company is expected to achieve higher export sale in the years to come.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has observed that there is good demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased volume. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

The Company has Robust Research & Development which facilitates development of value added products as per demand in various segments with Constant Innovation. Due to R&D facility, we are consistently able to produce superior quality products at competitive price. Your Company makes continuous efforts to adopt and implement new technologies and to improve the product-mix/processes, to create higher value items at lower costs, to widen its range of new generation masterbatches and to facilitate the production of customised products.

QUALITY INITIATIVES

Your Company is continuously focusing on improvement of quality products as per the domestic and global demand of customers through its Research & Developments mechanism to continue as market leader of the products. To achieve this, your Company has taken various quality initiatives to meet or exceed the expectations of its customers in the domestic as well as global market. It has invested in various pilot plants and state-of-the-art testing equipment in order to carry out all relevant tests for masterbatches, which support the smooth running of it''s customers'' production process as well.

CHANGE IN SHARE CAPITAL

As on 31st March, 2023, the authorized share capital of the Company is Rs. 1,250 Lakhs divided into 1,25,00,000 equity shares of Rs. 10/- each and the total paid-up equity share capital of your Company was Rs. 1,061 Lakhs divided into 1,06,10,000 equity shares of Rs. 10/- each

fully paid-up. During the year under review, there was no change in the share capital of the Company.

TRANSFER TO GENERAL RESERVE

During the period under review, the Company has transferred an amount of Rs. 2,122 Lakhs to the General Reserves of the Company for the financial year ended 31st March, 2023.

DIVIDEND

During the year under review, the Board of Directors at their meeting held on 14th March, 2023 declared an interim dividend of Rs. 3.50 per Equity Share (face value of Rs. 10/- per Equity Share) for the financial year 2022-23, to the eligible equity shareholders of the Company. Total cash outflow for the interim dividend payout was Rs. 371.35 Lakhs. The interim dividend of Rs. 3.50 per Equity Share, declared by the Board of Directors is the final dividend for the financial year 2022-23.

SUBISIDARY, ASSOCIATE AND JOINT VENTURES

As on 31st March, 2023, the Company does not have any subsidiary, joint venture or associate Company as defined under the Companies Act, 2013.

STAR EXPORT HOUSE STATUS AND CREDIT RATING

Your Company has maintained its Two Star Export House Status under the Foreign Trade Policy 2015-2020. The Company''s Credit Rating for Long Term Bank Loan Facilities is A/Stable and for short term bank loan facilities is A1, as reaffirmed by CRISIL (Credit Rating Agency), which signifies a strong degree of safety with regard to timely payments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director Retiring by Rotation - In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Gaurav Goenka (DIN:00375811), Joint Managing Director is retiring by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for reappointment. The Board recommends for his re-appointment. A detailed profile of Shri Gaurav Goneka (DIN:00375811) with additional information required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings is provided in the Notice of ensuing Annual General Meeting.

Independent Directors - In terms of Section 149 of the Companies Act, 2013, Smt. Lalitha Kumaramangalam (DIN:08259526), Shri Manoj Kumar Sonthalia (DIN:00021297), Shri Nagarajan Gopalaswamy (DIN:00017659) and Shri M. Mahadevan (DIN:00786991) are the Independent Directors of the Company during the financial year 202223. Shri M.K. Sonthalia (DIN:00021297), Shri N. Gopalaswamy (DIN:00017659) and Smt. Lalitha Kumaramangalam (DIN:08259526) will be completing their terms on 31st March, 2024. Therefore, in terms of the provisions of Section 149 and Schedule IV of the Companies Act, 2013 read with applicable Rules made thereunder, Regulation 17 & 17(1A) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have recommended for the appointment of Shri Gajendra Kumar Bhandari (DIN:00649176) and Shri R. Mohan (DIN:01492721) as Independent Directors of the Company, not liable to retire by rotation, with effect from 1st October, 2023 for a period of five consecutive years, to members for their approval in the ensuing Annual General Meeting.

Profile and other information of the aforesaid Directors, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2, forms part ofthe Notice convening the 32nd Annual General Meeting.

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each Independent Director (including the proposed Independent Directors) have given a declaration to the Company confirming that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act,

2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also confirmed the compliance of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014 regarding inclusion of their names in the data bank of Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors proposed for appointment in the ensuing Annual General Meeting, possesses the requisite qualification, expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are Independent of the management.

Key Managerial Personnel - Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are the Key Managerial Personnel (KMP) of the Company:

1. Shri Shiv Shankar Poddar - Managing Director (DIN:00058025)

2. Shri Gaurav Goenka - Joint Managing Director (DIN:00375811)

3. Shri B.K. Bohra - Chief Financial Officer

During the year under review, Shri Navin Jain, AVP (Legal) & Company Secretary of the Company has resigned with effect from 16th January, 2023. Shri Anil Kumar Sharma was appointed as Company Secretary ofthe Company with effect from 29th May, 2023.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

As a practice, all new Directors including Independent Directors inducted to the Board go through a structured orientation programme. Presentations are made by the Company to the Independent Directors covering the Role, Duties and Responsibilities of Independent Directors, the Company''s strategy, business model, operations, markets, organizational structure, products, etc. Independent Directors get an opportunity to interact with the Company''s management during Board/Committee meetings, wherein Key managerial Personnel (“KMP”) & Senior Management Personnel (“SMP”) update about the business strategy, business models, performance of the Company, etc. New Independent Directors are provided with copy of latest Annual Report, the Company''s Code of Conduct, the Company''s Code of Conduct for Prevention of Insider Trading to let them have an insight of the Company''s present status and their regulatory requirements. The details of familiarization programmes imparted to the Independent Directors are available on the website of the Company at https://poddarpigmentsltd.com/details-familiarization-programmes-imparted-independent-directors.html

NOMINATION AND REMUNERATION POLICY

Your Company has formulated the Nomination and Remuneration policy for its Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This Policy sets out the guiding principles for the Nomination and Remuneration Committee of the Company to recommend the Board, for the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial

Personnel (KMP) and Senior Management positions in accordance with the criteria laid down in this policy and recommend to the Board for their appointment, re-appointment and removal including remuneration based upon the need of the Company. The Nomination and Remuneration policy of the Company is available on website of the Company at https://poddarpigmentsltd.com/pdf/7E.%20Nomination%20and%20 Remuneration%20Policy.pdf

MEETINGS OF THE BOARD

The Board of Directors of the Company met six times during the year under review. The meeting were held on 4th May, 2022, 26th May, 2022, 31st July, 2022, 27th October, 2022, 16th January, 2023 and 14th March, 2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted various Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Performance Evaluation Committee. The details of the composition of these Committees, number of meetings held, attendance of Committee members thereof during the year under review, etc. are provided in the Corporate Governance Report and forms an integral part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four members with majority of Independent Directors. The constitution of the Audit Committee is Smt. Lalitha Kumaramangalam (DIN:08259526), Chairperson of the Committee and Shri Gaurav Goenka (DIN:00375811), Shri Manoj Kumar Sonthalia (DIN:00021297) and Shri M. Mahadevan (DIN:00786991), are members of the Audit Committee. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 ofthe Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The Company undertakes its CSR initiatives as per the activities covered in the CSR Policy of the Company and can be accessed from website of the Company at https://poddarpigmentsltd.com/pdf/7D.%20CSR%20Policy.pdf

Further, the CSR Committee comprises of members namely, Shri Shiv Shankar Poddar (DIN:00058025), Chairperson, Shri Gaurav Goenka (DIN:0037581 1) and Smt. Lalitha Kumaramangalam (DIN:08259526). During the year under review, your Company was required to make CSR expenditure of Rs. 66.92 Lakhs which was two percent of the average net profits of your Company made during the three immediately preceding financial years and the Company has spent Rs. 67.00 Lakhs on CSR activities/programs. Further, the Board has taken on record the certificate issued by the Chief Financial Officer confirming that the CSR spends of the Company for financial year 2022-23 have been utilized for the purpose and in the manner as approved by the Board of Directors ofthe Company.

The Annual Report on CSR activities of financial year 2022-23 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith as Annexure - A to this Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended) including the certificate from Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has formulated Related Party Transactions Policy (“RPT Policy”) for identifying, reviewing, approving and monitoring of Related Party Transactions of the Company and the same is available on the Company''s website at https://poddarpigmentsltd.com/pdf/Related% 20Party%20Transactions%20Policy.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval has been obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arm''s length basis. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. There were no material related party transactions, contracts and arrangements entered into by the Company during the year under review.

The details of related party transactions pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed herewith as Annexure - B to this Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The Company has not accepted any deposits in the earlier years and as such question of unpaid or unclaimed deposit and defaults in repayment does not arise.

PARTICULARS OF EMPLOYEES

The statement of disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C to this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules are set out in the Board''s Report as an addendum thereto. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is

being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

HUMAN RESOURCES

The Company appreciates the contribution of its human capital and recognizes them as a key asset for the business performance. Their caliber and commitment is our inherent strength. The Company has a focused approach towards employee experience by promoting high performance culture through robust PMS process, key deliverables on learning & development and system driven HR processes & practices.

The Company is evolving and has started adopting global best practices in HR domain. HR is becoming more of a strategic partner by ensuring that the Company hires the right talent, identifying future core capabilities and making a more focused approach towards the growth of the Company. The Company is focusing on HR deliverables by continuously improving and automating the system, effectively reskilling and upskilling of the employees through continuous improvement programs, driving leadership, culture and experience.

SUCCESSION POLICY

Your Company has put in place a policy on succession to make a plan for orderly succession for appointment to the Board, Senior Management and to the Middle Level Management. The Nomination and Remuneration Committee works with the Board of Directors on the leadership succession plan to ensure orderly succession in appointments to the Board, Senior Management positions and Middle level Management. The Company strives to maintain an appropriate balance of skills and experience within the organization and the Board in an endeavour to introduce new perspectives while maintaining experience and continuity.

BOARD DIVERSITY

The Company recognises and grips the importance of a diverse Board for its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Nomination and Remuneration Policy of the Company, Nomination and Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of the Board, its Committees and Individual Directors.

Based on the same, the Nomination and Remuneration Committee and the Board has evaluated the performance of the Committees of the Board which are required to be constituted as per the provisions of the Companies Act, 2013, the Board as a whole and individual Directors including Independent Directors. The performance of the Board as a whole was evaluated on the basis of criteria such as the Board size, structure, expertise of the Board, development of suitable strategies and business plans, obligations, governance, efforts to learn about the Company and its business, etc. The performance of the Committees of the Board was evaluated on the basis of criteria such as the composition of committees, appropriate number of meetings, confidentiality of its discussions/decisions, suggestions & recommendations to the Board, etc.

Performance of individual Directors was evaluated on the basis of

criteria such as the Appropriateness of qualification, knowledge, skills and experience, participation in Board functioning, extent of diversity in knowledge and industry expertise, attendance and participations in the meetings and working thereof, initiative to maintaining high level of integrity and ethics, etc.

In a separate meeting of Independent Directors, performance of NonIndependent Directors and the Board as a whole was evaluated. The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties was also evaluated in the said meeting.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. K.N. Gutgutia & Co., Chartered Accountants (Firm Registration No. 304153E), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 31st Annual General Meeting held on 29th September, 2022 until the conclusion of 36th Annual General Meeting of the Company to be held in the year 2027. The Auditors have issued an unmodified opinion on the Financial Statements of the Company, for the financial year ended 31st March, 2023 and it does not contain any qualification, reservation or adverse remark which requires any clarification/explanation. The said Auditors'' Report for the financial year ended 31st March, 2023 on the Financial Statements of the Company, forms part of this Annual Report.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain its cost records and get the same audited by a Cost Accountant in practice. Accordingly, the cost records are made and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.

During the period under review, the cost audit report for the financial year 2021-22 was filed with the Registrar of Companies (Central Government) and there is no qualification(s) or adverse remark(s) in the cost audit report which require any clarification/explanation. Further, M/s. K.G. Goyal & Associates, Cost Accountants, Jaipur, were appointed as Cost Auditors of the Company to submit the cost audit report for the financial year 2022-23 and the same will be filed with the Registrar ofCompanies (Central Government) in due course.

The Board has, based on the recommendation of the Audit Committee, approved the appointment of M/s. K.G. Goyal & Associates, Cost Accountants, Jaipur as Cost Auditors of the Company for conducting the audit of cost records maintained by the Company for the financial year 2023-24.

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, ratification of the remuneration payable to Cost Auditors (as recommended by the Audit Committee and approved by the Board) is being sought from the members of the Company at the ensuing Annual General Meeting. The details of the same is provided in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors had appointed Shri Babu Lal Patni, Company Secretary in Practice as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2022-23. He has submitted his report in the prescribed format and the same is annexed herewith as

Annexure - D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company continues to accord high priority to health and safety of employees and workmen at both the manufacturing locations. Annual medical check-up of all employees at all sites is being carried out. The Company also conducted safety training programmes and mock-drills for increasing disaster preparedness awareness among all employees at the plants. There was no casualty at any site during the year. Our strong commitment to sustainability and a keen focus on compliance with EHS standards is demonstrated in the stringent quality, environment and employee safety norms that your Company follows. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

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 attached herewith as Annexure - E which forms part of this Report.

RISK MANAGEMENT

The Company has put in place a Risk Management framework and Policy based on the domestic and globally recognized standards. The objective of the policy is to ensure Organizational growth, sustenance and growth of strong relationships with customers and suppliers, expanding the presence in existing markets and penetrating new geographic markets, high quality production, enhance capabilities through technology alliances and acquisitions, etc. Further details on the Company''s Risk Management framework is provided in the Management Discussion and Analysis Report, forms an integral part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Section 177(9) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for employees and Directors to approach the Audit Committee of the Company and disclose unethical and improper practices or any other alleged wrongful conduct in the Company. The Audit Committee of the Board is entrusted to supervise the implementation of this policy including receipt of disclosures and investigation of matters. During the year under review, no personnel was denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower Policy of Company is available on website of the Company at https://poddarpigmentsltd. com/pdf/7G.%20Whistle%20Blower%20Policy.pdf PREVENTION OF INSIDER TRADING

Pursuant to the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Codes of Fair Disclosures and Conduct for Insider Trading and the same is available on website of the Company at https://poddarpigmentsltd.com/ pdf/PIT%20Policy_final.pdf

DIRECTORS & OFFICERS (D&O) LIABILITY INSURANCE

The Company has in place the Directors and Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These systems have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue. The Company uses an established Oracle system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

Your Company''s system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable Indian Accounting Standards, the Companies Act, 2013 read with the Rules made thereunder, SEBI Regulations and all other applicable regulatory/statutory guidelines, etc.

REPORTING OF FRAUD

During the financial year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any loan or guarantee or provided any security. The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements of the Company.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with the applicable Rules made thereunder, Annual Return of the Company is hosted on website of the Company at https://poddarpigmentsltd.com/Annual-return.html

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) ofthe Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm for the year ended 31st March, 2023, that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors of the Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time) (“IEPF Rules”), any money transferred to the unpaid dividend account, if not claimed/paid for a period of seven years from the date of such transfer, are liable to be transferred to the IEPF established by the Central Government.

Further, all the shares in respect of which dividend has remained unclaimed/unpaid for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends reminders to the shareholders from time to time, to claim their dividends in order to avoid transfer of dividends/shares to the IEPF. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF, are uploaded on the Company''s website at https://poddarpigmentsltd. com/IEPF-details.html

During the year under review, the Company has transferred dividend amount of Rs. 16,33,979/- which remained unpaid/unclaimed for the financial year 2014-15 pursuant to the provisions of Section 124 of the Companies Act, 2013 and also transferred 22,560 Equity Shares of Rs. 10/- each against which dividend remained unpaid/unclaimed for consecutive seven years to the IEPF pursuant to the provisions of Section 124(6) of the Companies Act, 2013 within the prescribed time.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS- 1) and General Meetings (SS-2).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at the workplace and continues to follow robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace. The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) read with the rules framed thereunder and has formed an Internal Complaints Committee for its workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AWARDS AND RECOGNITIONS

The Company has received various awards and recognitions in the area of industrial relations, excellence in compliances, highest recognition for exports, etc. Some of the key ones are as follows:

1. Special Jury Trophy 2022 for outstanding contribution in Best Industrial Relations and Excellence in Compliances in Best Employer Award by Employers'' Association of Rajasthan on 24th December, 2022 from Shri Kalraj Mishra, Governor of Rajasthan and Smt. Sakuntala Rawat, Minister of Industries, Rajasthan.

2. Special Recognition for Exemplary Contribution in Strengthening CII from Confederation of Indian Industry (CII) on 2nd March, 2023.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no issue of shares including sweat equity shares to employees of the Company under any Scheme.

3. There were no material changes and commitments in terms of Section 134(3)(l) of the Companies Act, 2013, affecting the financial position of the Company between the end of the financial year to which this financial statement relates on the date of this report.

4. There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

5. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.

6. The requirement of disclosure of details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable during the period under review.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

ACKNOWLEDGEMENT

Your Board of Directors wishes to place on record their gratitude and sincere appreciation for the valued support and assistance extended to the Company by the Shareholders, Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your Directors also express their appreciation for the dedicated and sincere services rendered by employees ofthe Company.


Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report and the Audited Financial Statements for the year ended 31st March, 2018.

First year of implementation of Indian Accounting Standards (Ind AS):This is the first year of implementation of the Indian Accounting Standards (Ind AS). The standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.

FINANCIAL RESULTS (Summary of key data)

(Rs. in Lakhs)

Particulars

2017-2018

2016-2017

Revenue Receipts (Gross)

37500

35712

Other Income

745

446

Total Revenue Receipts including

38245

36158

other income

Less: GST/ Excise Duty

4085

2840

Revenue Receipts including

34160

33318

other income (Net)

Profit before Finance Cost,

3173

3125

Depreciation & Tax

Less: Finance Cost

33

30

Depreciation

308

293

Profit before tax

2832

2802

Less: - Current Tax

856

777

- Deferred Tax

118

(2)

- Mat Credit Entitlement

(52)

-

Profit after tax

1910

2027

Balance brought forward from

240

532

previous year

Other Comprehensive income/(loss)

1145

16

- (Net of Tax)

Profit available for appropriations

3295

2575

APPROPRIATION

Interim Dividend on Equity Shares

0

265

Final Dividend on Equity Shares

106

0

Tax on Interim Dividend

0

54

Tax on Final Dividend

22

0

General Reserve

2122

2016

Balance Carried to Balance Sheet

1045

240

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance as compared to previous year are as under:-

- Revenue from operations (Gross) increased to Rs 37500 lakhs as against Rs. 35712 lakhs

- PBIDT increased by 1.54% to Rs. 3173 lakhs as against Rs. 3125 lakhs

- Profit before Tax increased by 1.07% to Rs. 2832 lakhs as against Rs. 2802 lakhs

- Cash Profit increased by Rs. 45 lakhs to Rs. 3140 lakhs as against Rs. 3095 lakhs

- Net Worth of the company has increased by 23.04% to Rs. 15634 lakhs as against Rs. 12706 lakhs

REVIEW OF OPERATIONS

During the year under review, your Company performed reasonably well in all areas of its operations, with consistency in top line and earnings. Your Company has maintained its leadership, mainly due to continued focus on research, development and technology upgradation of innovative products and is reasonably confident to further improve its performance in forthcoming years.

The company has achieved a gross turnover of Rs. 37500 lakhs as against Rs. 35712 lakhs in the previous year.

EXPORT

Your Company achieved a direct export turnover of Rs. 9390 lakhs. International buyers show preference to your Company’s product mainly because of its quality, technical support and R & D service. The international market is expected to grow further, which will enable the company to achieve higher export turnover in the years to come.

DIVIDEND

Your directors recommend for payment of dividend for the financial year ended March 31, 2018 of Rs. 3.50 per equity share of Rs. 10/- each.

The total dividend of 35% if approved at the forthcoming Annual General Meeting, will result in the out flow of Rs. 371.35 lakhs to the company in addition to Rs. 76.35 lakhs by way of dividend distribution tax.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has created good demand for its products. This has helped in facing price competition in both domestic and international markets. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage. The in-house R & D division of your Company, located at its plant, is recognized by the Department of Science and Industrial Research (DSIR), Government of India. Details appended in Annexure I to this Report.

Your Company considers R&D as an essential tool to maintain it’s technical advantage over competitors and to develop innovative products. R&D is central to achieving excellence in product quality with improved processes and optimization of available resources.

It makes continuous efforts to adopt and implement new technologies and to improve the product-mix/process, so as to create higher value items at lower costs, to widen its range of new generation masterbatches and to facilitate the production of customized products. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

QUALITY INITIATIVES

Your Company has established various quality initiatives to meet or exceed the expectations of its customers. It has invested in various pilot plants and state-of-the-art testing equipments in order to carry out all relevant tests for masterbatches, which support the smooth running at the customers’ production processes.

Your company receives continuous feedback through close interaction with your Company’s customers and independent laboratories, which it takes on board for the continued optimization of its products and processes.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained exports have enabled your Company to maintain its Two Star Export House Status under the Foreign Trade Policy 2015-2020, being eligible for the same.

The Company’s Credit Rating is A/Stable/A1, assigned by CRISIL for its working capital borrowings, which signifies a strong degree of safety with regard to timely payments.

AWARDS AND RECOGNITION

Your Company has received Certificate of Commendation of RCCI Excellence awards from Rajasthan Chamber of Commerce & Industry

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Smt. Mahima P Agarwal retires by rotation at the ensuing 27th Annual General and being eligible, has offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independent directorship as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and marked as Annexure II to this Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, Six Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. It is committed to maintain the highest standards of corporate governance and adhering to the requirements, as set out by SEBI. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors’ certificate on compliance by the Company and the Management Discussion & Analysis, have been included in the Annual Report as a part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and at arm’s length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large. Your Directors draw attention of the members to Note no 35 to the financial statement, which sets out the details of related party transactions.

COMPLIANCE WITH THE CODE OF CONDUCT

The Directors and Senior Management Personnel have reaffirmed their compliance with the code of conduct.

DEPOSITS

The company has neither accepted any deposits during the year under review nor does it have any deposits outstanding at the year-end.

EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) & 5 (3) of the Company’s (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in the Annexure III hereto forming part of the Report.

MECHANISM FOR EVALUATION OF BOARD

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The criteria covers various aspects for evaluation of Independent Directors and including participation at the Board/Committee meetings, effective use of knowledge and expertise, management of relationship with stakeholders, integrity and maintaining of confidentiality, unbiased behavior and judgement, exercise of objective independent judgement in the best interest of the Company, ability to contribute to and monitor corporate governance practice and adherence to the code of conduct for independent directors.

For evaluation of the Board aspects such as the development of suitable strategies and business plans, implementation of robust policies and procedures, size, structure and expertise of the Board are considered.

For evaluation of the Executive Directors aspects such as achievement of financial health and driving-overall progress balanced with the needs of shareholders, clients, employees and other stakeholders, in alignment with the vision and mission of Company are considered.

For evaluation of Non-Executive Directors’ aspects such as participation in the Board/Committee meetings, effective deployment of knowledge and expertise, Independence of behaviour and judgment are considered,

For evaluation of the Committees’ aspects such as discharge of its functions and duties as per its terms of reference, process and procedures followed for discharging its functions & effectiveness of suggestions and recommendations received are considered.

For evaluation of the Chairperson of the Board aspects such as managing relationships with the members of the Board and management, providing ease of raising of issues and concerns by the Board members and promoting constructive debate and effective decision making at the board are considered.

The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board has approved the evaluation results as collated by the Nomination and Remuneration Committee.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

At the 26th Annual General Meeting held on 28th September, 2017, M/s. M. L. Garg & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 26th Annual General Meeting until the conclusion of the 31st Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Cost Auditors

Complying with the provisions of Section 148 of the Companies Act, 2013 and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated 6th November, 2012) subject to the approval of the Central Government, the Audit Committee has recommended and the Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur being eligible and having sought appointment, as Cost Auditors of the Company to carry out the Cost Audit of all the products manufactured by the Company for the year ended March, 2018. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, the Board has appointed Shri B. L. Patni, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed and marked as Annexure-IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company accords high priority to health, safety and environment, particularly in and around its facilities. The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person. Safety awareness is provided through regular safety awareness programs, basic fire safety training, mock drills etc. As a part of safety management system, a comprehensive safety manual has been developed for use by the operating and safety personnel. There haven’t been any accidents reported during the year under review.

In addition, energy conservation is a key priority for your Company and it continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation (Refer Annexure-V), Technology Absorption (Refer Annexure-VI ) and Foreign Exchange Earnings and Outgo (Refer Annexure-VII ), as required under section 134 of the Companies Act, 2013, are enclosed as a part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is a commitment from the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

The Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee. Report on Corporate Social Responsibility as Per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure -VIII to this Report.

The Company has spent Rs. 52.60 Lakhs, which is almost 2% of average net profit of the company for the last three years.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013 & under regulations 21 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures that are to be adopted by the Board. The company has adequate internal control systems and procedures to combat the risk. The Risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of Quarterly Financial Results of the Company. This has also been covered in the Management Discussion and Analysis, forming part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreements, a Vigil Mechanism, which is a whistle blower policy for directors and employees to report genuine concerns has been established. The said policy has been uploaded on the website of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Directors and the designated employees have confirmed compliance with the Code.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

INTERNAL FINANCIAL CONTROLS

Your company has well established systems & rules for ensuring the orderly and efficient conduct of business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparations of reliable financial statements. Required system, to carry out risk assessment for identifying the risks along with its possible magnitude that need to be mitigated to determine the risk in each process and then to develop and design internal control to mitigate each risk, is in existence.

Our company has a well tested ERP system with requisite internal control to ensure financial safety as well as timely preparation of reliable financial statements.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

During the year, the company had given inter-corporate deposit for a short period. The details of the investments made by company are given in Note no. 4 & 8 to the financial statements.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed as a part of this Annual Report as Annexure-IX.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, based upon the certification from SMPs, the Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Company has selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2018 and of the profit of the Company for the period ended on that date;

c) that the Company has taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding its assets and for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts have been prepared on a ‘going concern’ basis;

e) that the Company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

f) that the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND

PROTECTION FUND

1. Your Company has transferred the unpaid or unclaimed interim dividend 2010-11 to the Investor Education and Protection Fund (IEPF) on 16.12.2017. Pursuant to the provisions of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 28th September, 2017), on the website of the Company (www.poddarpigmentsltd.com) and also on the website of the Ministry of Corporate Affairs.

2. Compulsory transfer of Equity Shares to Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, (“Rules”) all shares on which interim dividend 2010-11 has not been paid or claimed for seven consecutive years or more shall be transferred to an IEPF account after complying with the procedure laid down under the “Rules”, as and when become due for such transfer.

GENERAL

Your Directors state that no disclosure or reporting is required during the year under review as there were no transaction on the following items :

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Employees’ Stock options Scheme (ESOS).

3. Holding or Subsidiary or Associate Company

4. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. Issue of any sweat equity shares.

Your Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No material changes and commitments have occurred, after the close of the year till the date of this report, which affect the financial position of the Company.

ACKNOWLEDGEMENT

The Management is grateful to the various government and semi-government authorities, bankers, investors, marketing dealers, suppliers, vendors and customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing and achieving the objectives of the Company. The enthusiasm of the executives, staff and workers has enabled the company to remain consistently on growth path.

For and on behalf of the Board of Directors

PLACE : JAIPUR R. K. Sureka S. S. Poddar

DATE :19th May, 2018 DIRECTOR MANAGING

& CEO DIRECTOR & CFO


Mar 31, 2016

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS (Summary of key data)

[Rs. In Lacs]

Particulars 2015-2016

2014-2015

Revenue Receipts

35528

34580

Other Income

453

294

Total Revenue Receipts including

35981

34874

other income

Profit before Finance Cost,

Depreciation & Tax

2815

2537

Less: Finance Cost

43

59

Depreciation

262

285

Profit before tax

2510

2193

Less: Current Tax

656

550

Deferred Tax

20

12

Profit after tax

1834

1631

Balance brought forward from previous year 377

583

Profit available for appropriations

2211

2214

APPROPRIATIONS

Adjusted for depreciation on assets where

remaining life was Nil, recognized in retained

earnings

-

32

Interim Dividend on Equity Shares

265

-

Proposed Final Dividend on Equity Shares

-

265

Tax on Dividend

54

54

General Reserve

1379

1486

Balance Carried to Balance Sheet

513

377

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company’s performance as compared to previous year are as under

- Revenue from operations increased to Rs. 35,528 lacs as against Rs. 34,580 lacs

- PBIDT increased by 10.96% to Rs. 2815 lacs as against Rs. 2537 lacs.

- Profit before Tax increased by 14.45% to Rs. 2510 lacs as against Rs. 2193 lacs

- Earnings per share increased by 12.42% to Rs. 17.29 as against Rs 15.38

- Cash Profit increased by Rs. 294 lacs to Rs. 2772 lacs as against Rs. 2478 lacs

- Net Profit after tax increased by 12.45% to Rs. 1834 lacs as against Rs. 1631 lacs

REVIEW OF OPERATIONS

During the year under review, your Company performed well in all areas of its operations, with top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth. Your Company has maintained its leadership, mainly due to continuous focus on Research, Development and Technology up-gradation of innovative products and is reasonably confident to further improve its performance in forthcoming years.

During the year, your Company has achieved a turnover of Rs. 35528 lacs as against Rs. 34580 lacs in the previous year, registering an increase of 2.74% over the previous year. The growth in sales volume, despite a subdued economic scenario, was made possible due to focus on value added products and development of new products through R&D and better product mix.

EXPORT

Your Company achieved a direct export turnover of Rs. 9115 lacs. International buyers show preference to your company''s product mainly because of its quality, technical support, R&D service. The international market is expected to grow further, which will enable the company to achieve higher export turnover in the years to come.

DIVIDEND

The Company has declared and distributed an interim dividend of Rs. 2.50 per equity share of Rs. 10 each in March, 2016. This may be treated as final dividend for the year ended 31st March, 2016.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has created good demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased volume. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

Your Company considers R&D as an essential tool to maintain its technical advantage over competitors and to develop innovative products. R & D is central to achieving excellence in product quality with improved processes and optimization of available resources.

It makes continuous efforts to adopt and implement new technologies and to improve the product-mix/process, so as to create higher value items at lower costs, to widen its range of new generation master batches and to facilitate the production of customized products. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage. The in-house R&D division of your Company, located at its plant, is recognized by the Department of Science and Industrial Research (DSIR), Government of India. Details appended in Annexure-I to this Report.

QUALITY INITIATIVES

Your Company has established various quality initiatives to meet or exceed the expectations of its customers. It has invested in various pilot plants and state-of-the-art testing equipments in order to carry out all relevant tests for master batches, which support the smooth running of its customers'' production processes.

Through close interaction with your Company''s customers and independent laboratories, your company receives continuous feedback, which it takes on board for the continued optimization of its products and processes.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained exports has enabled your Company to maintain its Two Star Export House Status under the Foreign Trade Policy 2015-2020, being eligible for the same.

The Company''s Credit Rating is A/Stable/A1, assigned by CRISIL for its working capital borrowings, which signifies a strong degree of safety with regard to timely payments. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Mahima P. Agarwal retires by rotation at the ensuing Annual General and being eligible, has offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independent directorship as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Remuneration policy for selection and appointment of Directors, Senior Management and their remuneration.

The said policies are displayed on our company''s website.

The details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and marked as Annexure-ll to this Report.

The present tenure of appointment of Shri S.S.Poddar, Managing Director & CFO expires on 30.09.2016 and the Nomination and Remuneration Committee of the Board, at its meeting held on 21.05.2016, recommended the payment of revised remuneration for remaining term of appointment i.e. from 01.04.2016 to 30.09.2016 and for re-appointment of Shri S.S. Poddar as Managing Director & CFO for a further period of three Years from 01.10.2016 to 30.09.2019.

Shri Gaurav Goenka has been appointed as an additional director of the company w.e.f. 28.05.2016.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, five Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. It is committed to maintain the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors'' certificate on compliance by the Company and the Management Discussion & Analysis, have been included in the Annual Report as a part of this Report.

CONTRACTS AND ARRANGMENTS WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and at arm''s length basis. There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

Your Directors draw attention of the members to Note no. 33 to the financial statement, which sets out the details of related party transactions.

COMPLIANCE WITH THE CODE OF CONDUCT

The Directors and Senior Management Personnel have reaffirmed their compliance with the code of conduct.

DEPOSITS

The company has neither accepted any deposits during the year under review, nor does it have any deposits outstanding at the year-end.

EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) & 5 (3) of the Company''s (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in the Annexure-lll hereto forming part of the Report.

SUCCESSION PLANNING

Your Company has put in place a policy on succession planning to assess, develop, and retain a talent pool of associates, in order to ensure a continuity of leadership for all critical positions. MECHANISM FOR EVALUATION OF BOARD Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The criteria covers various aspects for evaluation of Independent Directors and including participation at the Board/Committee meetings, effective use of knowledge and expertise, management of relationship with stakeholders, integrity and maintaining of confidentiality, unbiased behavior and judgment, exercise of objective independent judgment in the best interest of the Company, ability to contribute to and monitor corporate governance practice and adherence to the code of conduct for independent directors.

For evaluation of the Board aspects such as the development of suitable strategies and business plans, implementation of robust policies and procedures, size, structure and expertise of the Board are considered.

For evaluation of the Managing Director and Director & CEO

aspects such as achievement of financial/business targets prescribed by the Board, Development and management/ execution of business plans, operational plans, risk management and financial affairs of the organization and development of policies and strategic plans which harmoniously balance the needs of shareholders, clients, employees and other stakeholders, in alignment with the vision and mission of Company are considered.

For evaluation of Non-Executive Directors'' aspects such as participation in the Board/Committee meetings, effective deployment of knowledge and expertise, Independence of behavior and judgment are considered.

For evaluation of the Committees'' aspects such as discharge of its functions and duties as per its terms of reference, process and procedures followed for discharging its functions & effectiveness of suggestions and recommendations received are considered. For evaluation of the Chairperson of the Board aspects such as managing relationships with the members of the Board and management, providing ease of raising of issues and concerns by the Board members and promoting constructive debate and effective decision making at the board are considered.

The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board has approved the evaluation results as collated by the Nomination and Remuneration Committee.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. Cost Auditors

Complying with the provisions of Section 148 of the Companies Act, 2013 and the MCA General Circular No. 15/2011 dated April 11,2011, (as amended vide General Circular No. 36/2012 dated 6th November, 2012) subject to the approval of the Central Government, the Audit Committee has recommended and the Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur being eligible and having sought appointment, as Cost Auditors of the Company to carry out the Cost Audit of all the products manufactured by the Company for the year ended March, 2016. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014, the Board has appointed Shri B. L. Patni, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed and marked as Annexure-IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company accords high priority to health, safety and environment, particularly in and around its facilities. Safety awareness is provided through regular safety awareness programs, basic fire safety training, mock drills etc. As a part of safety management system, a comprehensive safety manual has been developed for use by the operating and safety personnel. There haven''t been any accidents reported during the year under review.

In addition, energy conservation is a key priority for your Company and it continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation (Refer Annexure-V), Technology Absorption (Refer Annexure-VI ) and Foreign Exchange Earnings and Outgo (Refer Annexure-VI I ), as required under section 134 of the Companies Act, 2013, are enclosed as a part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility is a commitment from the Company to improve the quality of life of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stakeholders and society.

The Corporate Social Responsibility policy was adopted by the Board of Directors on the recommendation of Corporate Social Responsibility Committee. Report on Corporate Social Responsibility as Per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure - VIII to this Report.

The Company has spent Rs 42.60 Lacs, which is more than 2% of average net profit of the company for the last three years.

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies Act, 2013 & under regulations 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures that are to be adopted by the Board. The company has adequate internal control systems and procedures to combat the risk. The Risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of Quarterly Financial Results of the Company. This has also been covered in the Management Discussion and Analysis, forming part of this report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreements, a Vigil Mechanism, which is a whistle blower policy for directors and employees to report genuine concerns has been established. The said policy has been uploaded on the website of the Company.

PREVENTION OF INSIDER TRADING

SEBI (Prohibition of Insider Trading) Regulations, 2015 has came into effect from May 15, 2015. Pursuant thereto, the Company has formulated and adopted a new code for the Prevention of Insider Trading. This was done with a view to regulate trading in securities by the Directors and designated employees of the Company during the period when the trading window is closed.

INSURANCE

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

INTERNAL FINANCIAL CONTROLS

Your company has well established systems & rules for ensuring the orderly and efficient conduct of business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparations of reliable financial statements. The required systems needed, to carry out risk assessment to identify risks along with their possible magnitude to determine risks in each process and to then develop and design internal controls to mitigate each risk, are in existence.

Our company has a well tested ERP system with requisite internal control to ensure financial safety as well as the timely preparation of reliable financial statements.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT During the year, the company had given inter-corporate deposit for a short period and the same has been squared off within the same year. The details of the investments made by company are given in Note no. 11 & 14 to the financial statements.

EXTRACT OF THE ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-9 is annexed as a part of this Annual Report as Annexure-IX. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Companies Act, 2013, based upon the certification from SMPs, the Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the directors have selected such accounting policies and applied them consistently and have 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 of 31st March, 2016 and of the profit of the Company for the period ended on that date;

c) that the directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the Annual Accounts on a ''going concern'' basis;

e) that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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 that were required to be transferred to the Investor Education and Protection Fund (I EPF). Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.11,h September, 2015), on the website of the Company (www.poddarpigmentsltd.com) and also on the website of the Ministry of Corporate Affairs.

GENERAL

Your Directors state that no disclosure or reporting is required during the year under review as there were no transaction on the following items:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Employees'' Stock options Scheme (ESOS).

3. Holding or Subsidiary or Associate company.

4. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. Issue of any sweat equity shares.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

No material changes and commitments have occurred, after the close of the year till the date of this report, which affect the financial position of the Company.

ACKNOWLEDGEMENT

The Management is grateful to the various government and semi-government authorities, bankers, investors, marketing dealers, suppliers, vendors and customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing and achieving the objectives of the Company. The enthusiasm of the executives, staff and workers has enabled the company to remain consistently on growth path.

For and on behalf of the Board of Directors

PLACE: JAIPUR R.K. Sureka S. S. Poddar

DATE : 28lh MAY, 2016 DIRECTOR & CEO MANAGING DIRECTOR & CFO


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Fourth Annual Report and the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS (Summary of key data) [Rs. In Lacs]

Particulars 2014-2015 2013-2014

Revenue Receipts 34580 34007

Other Income 294 174

Total Revenue Receipts including 34874 34181

other income

Operating Profit before Finance Cost, 2537 2388

Depreciation & Tax

Loss on sale of Investments - (97)

Less: Finance Cost 59 121

Depreciation 285 260

Profit before tax 2193 1910

Less: - Current Tax 550 525

-Deferred Tax 12 38

Profit after tax 1631 1347

Balance brought forward from previous year 583 576

Profit available for appropriations 2214 1923

APPROPRIATIONS

Adjusted for depreciation on assets where remaining life is Nil, recognized in retained earnings 32 -

Proposed Dividend on Equity Shares 265 239

Tax on Dividend 54 40

General Reserve 1486 1061

Balance Carried to Balance Sheet 377 583

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

- Revenue from operations increased by 1.68% to Rs. 34580 lacs as against Rs. 34007 lacs.

- Exports increased by 0.69% to Rs. 9717 lacs as against Rs. 9650 lacs.

- PBDIT increased by 10.74% to Rs. 2537 lacs as against Rs. 2291 lacs.

- Profit before Tax increased by 14.82% to Rs. 2193 lacs as against Rs. 1910 lacs.

- Earnings per share increased by 21.20% to Rs. 15.38 as against Rs 12.69.

- Cash Profit increased by Rs. 308 lacs to Rs. 2478 lacs as against Rs. 2170 lacs.

- Net Profit after tax increased by 21.08% to Rs.1631 lacs as against Rs. 1347 lacs.

REVIEW OF OPERATIONS

During the year under review, your Company performed well in all areas of its operations, with top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth. Your Company has maintained its leadership, due to continuous focus on Research, Development and Technology up-gradation of innovative products and is expected to further improve its performance in forthcoming years.

During the year, your Company has achieved a turnover of Rs. 34580 lacs as against Rs. 34007 lacs in the previous year, registering an increase of 1.68% over the previous year. The growth in sales volume, despite a subdued economical scenario, was made possible due to a focus on value added products and development of new products through R&D.

EXPORT

Your Company achieved a direct export turnover of Rs. 9717 lacs as against Rs. 9650 lacs in previous year, registering an increase of 0.69%. Despite stiff competition from other countries, international buyers show preference to your company's product mainly because of its quality. The international market is expected to grow further.

DIVIDEND

Based on the Company's performance, the Directors are pleased to recommend a dividend of Rs. 2.50 per share for the year 2014-15, subject to the members'approval. The dividend on the Equity Shares, if approved by the members, would involve a cash outflow of Rs. 319.25 lacs, including dividend distribution tax.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has created good demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased volume. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

Your Company considers R&D as an essential tool to maintain it's technical advantage over competitors and to develop innovative products. R & D is central to achieving excellence in product quality with improved processes and optimization of available resources.

It makes continuous efforts to adopt and implement new technologies and to improve the product-mix/process, so as to create higher value items at lower costs, to widen its range of new generation master batches and to facilitate the production of customized products. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage. The in-house R&D division of your Company, located at its plant, is recognized by the

Department of Science and Industrial Research (DSIR), Government of India. Details appended in Annexure II to this Report.

QUALITY INITIATIVES

Your Company has established various quality initiatives to meet or exceed the expectations of its customers. It has invested in various pilot plants and state-of-the-art testing equipments in order to carry out all relevant tests for masterbatches, which support the smooth running of it's customers' production processes well.

Through close interaction with your Company's customers and independent laboratories; your company receives continuous feedback, which we take on board for the continued optimization of our products and processes.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports has enabled your Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014 and is currently in the process of obtaining the Star Export House Status under the new Foreign Trade Policy 2015-2019, being eligible for the same.

The Company's Credit Rating is A/Stable/A1, assigned by CRISIL for its working capital borrowings, which signifies a strong degree of safety with regard to timely payments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Mahima P. Agarwal retires by rotation at the ensuing Annual General and being eligible, has offered herself for re-appointment.

The Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual performance evaluation of the Board, its committees and individual directors is made. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the directors being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Remuneration policy for selection and appointmentof Directors, Senior Management and their remuneration. The said policies are displayed on our company's website. The details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and marked as Annexure VI to this Report.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, six Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the 'period prescribed under the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. It is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges), the Auditors' certificate on compliance by the Company and the Management Discussion & Analysis, have been included in the Annual Report as a part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financial year with related parties were in the ordinary course of business and on at arm's length basis. During the year, the company had not entered into any contract/arrangement/transaction with related parties. Your Directors draw attention of the members to Note no 35 to the financial statement, which sets out the details of related party transactions.

COMPLIANCE WITH THE CODE OF CONDUCT

The Director and Senior Management Personnel have reaffirmed their compliance with the code of conduct.

DEPOSITS

The company has neither accepted any deposits during the year under review, nor does it have any deposits outstanding at the year-end.

EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) & 5 (3) of the Company's (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in the Annexure V hereto forming part of the Report.

AUDITORS AND AUDITORS'REPORT Statutory Auditors

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment. They have confirmed their eligibility and willingness to accept office, if re-appointed.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

CostAuditors

Complying with the provisions of Section 148 of the Companies Act, 2013 and the MCA General Circular No. 15/2011 dated April 11,2011, (as amended vide General Circular No. 36/2012 dated 6th November, 2012) subject to the approval of the Central Government, the Audit Committee has recommended and the Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur being eligible and having sought appointment, as Cost Auditors of the Company to carry out the Cost Audit of all the products manufactured by the Company for the year ended March, 2015. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Auditor

The Board has appointed Shri B.L.Patni, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed and marked asAnnexure IX to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company accords high priority to health, safety and environment, particularly in and around its facilities. Safety awareness is inculcated through regular safety awareness programs, basic fire safety training, mock drills etc. As a part of safety management system, a comprehensive safety manual has been developed for use by the operating and safety personnel. There haven't been any accidents reported during the year under review.

In addition, energy conservation is a key priority for your Company and it continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation (Refer Annexure I), Technology Absorption (Refer Annexure III ) and Foreign Exchange Earnings and Outgo (Refer Annexure IV), as required under section 134 of the Companies Act, 2013, are enclosed as a part of this report. '

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at www.poddarpigments.com.

The Company has spent Rs. 16.91 Lacs. The balance could not be spent as we are still in the initial years of identifying the suitable beneficiaries.

The Company would also undertake other need-based initiatives in compliance with Schedule VII to the Act. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been made and further details on CSR activities is annexed and marked as Annexure VII to this Report.

RISK MANAGEMENT

Your Directors have formulated and uploaded a Risk Management Policy on the company's website, identified the elements of risk and implementation thereof. This has also been covered in the Management Discussion and Analysis, forming part of this report. ,

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and in terms of the Listing Agreements, a Vigil Mechanism, which is a whistle blower policy for directors and employees to report genuine concerns has been established. The said policy has been uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. Scope of work of Internal Audit Department includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. Our company has well tested ERP system with requisite internal control to ensure financial safety as well as timely preparation of reliable financial statements.

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

During the year, the company has given inter-corporate deposit for short period and the same has been squared off within the same year. The details of the investments made by company are given in the note no. 11 & 14 to the financial statements.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 isannexedasa part of this Annual Report asAnnexure VIII.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and have 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 of 31 st March, 2015 and of the profit of the Company for the period ended on that date;

(c) that the directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the Annual Accounts on a 'going concern' basis;

(e) That 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;

(f) That 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.

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 that were required to be transferred to the Investor Education and Protection Fund (IEPF). Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of lastAGM (i.e.23rd August, 2014), on the website of the company - www.poddarpigments.com and also on website of the Ministry of Corporate Affairs.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not accepted any deposits from public.

2. No issue of equity shares with differential rights as to dividend, voting or otherwise.

3. There is no employees' Stock options Scheme (ESOS).

4. The Company does not have any Holding or Subsidiary or Associate company. ,

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. The Company has not issued any sweat equity shares.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No material changes and commitments have occurred, after the close of the year till the date of this report, which affect the financial position of the Company.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Suppliers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing and achieving the objectives of the Company. The enthusiasm of the executives, staff and workers has enabled the company to remain consistently on growth path.

For and on behalf of the Board of Directors

PLACE: JAIPUR R. K. Sureka S. S. Poddar

DATE : 03.08.2015 DIRECTOR & CEO MANAGING DIRECTOR & CFO


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Third Annual Report and the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS (Summary of key data) [Rs.In Lacs]

Particulars 2013-2014 2012-2013

Revenue Receipts 34007 30043 Other Income 174 193 Total Revenue Receipts including 34181 30236 other income Operating Profit before Finance Cost, 2388 2194 Depreciation & Tax Loss on sale of Investments (97) (7) Less: Finance Cost 121 169 Depreciation 260 265 Profit before tax 1910 1753 Less: - Current Tax 525 471 - Tax in respect of earlier years - (1) - Deferred Tax 38 4 Profit after tax 1347 1279 Balance brought forward from previous year 576 500 Profit available for appropriations 1923 1779 APPROPRIATION Proposed Dividend on Equity Shares 239 212 Tax on Dividend 40 36 General Reserve 1061 955 Balance Carried to Balance Sheet 583 576

REVIEW OF OPERATIONS

During the year under review, your Company performed well in all areas of its operations, with impressive top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth. Your Company has maintained its leadership, due to continuous thrust on Research, Development and Technology up-gradation innovative products and is expected to further improve its performance in forthcoming years.

Your Company has scaled new heights in overall performance and has set new benchmarks in terms of turnover (including export benefit). During the year, your Company has achieved a turnover of Rs. 34007 lacs as against Rs. 30043 lacs in the previous year, registering an increase of 13.19 % over the previous year. The growth in sales volume, despite a subdued economical scenario, was made possible due to a focus on value added products.

EXPORT

Your Company has also improved its performance in Exports and achieved a direct export turnover of Rs. 9650 lacs as against

Rs. 7580 lacs in previous year, registering an increase of 27.31%. Despite stiff competition from other countries, international buyers show preference to your company''s product due to its quality. The international market is expected to grow further.

DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs. 2.25 per share for the year 2013-14, subject to the members'' approval. The dividend on the Equity Shares, if approved by the members, would involve a cash outflow of Rs. 279.30 Lacs, including dividend distribution tax.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has noticed that there is good demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased volume. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

Your company continues to benefit from the strong foundation and long tradition of Research and Development (R&D), which differentiate us from many others.

In an increasingly competitive business environment, your Company recognizes the importance of Research & Development (R&D) to maintain its leadership position. Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage.

The R & D division of your Company, located at its plant (recognized by the Department of Science and Industrial Research (DSIR), Government of India, as an In-House R&D Unit), constantly endeavors to innovate and change the product-mix/process, to create higher value items at lower costs and to widen its range of new generation masterbatches. Its R&D efforts aim at ensuring cost optimization and environment protection. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

The R&D division of your company is equipped with state-of-the- art equipments. These equipments are used to test dispersion, filterability, mechanical, rheological, thermal & colorist properties of products that are being developed for customer specific requirements. Tests are carried out conforming to internationally accepted test standards.

QUALITY INITIATIVES

Your Company has established various quality initiatives to meet or exceed the expectations of its customers. It has invested in various pilot plants and state-of-the-art testing equipment in order to carry out all relevant tests for masterbatches, which support the smooth running of it''s customers'' production process well.

Close interaction with your Company''s customers and independent laboratories ensures continuous feedback, which we take on board for the continued optimisation of products and processes.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports has enabled your Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014.

The Company''s Credit Rating is A/Stable/A1, assigned by CRISIL for its working capital borrowings, which signifies a strong degree of safety with regards to timely payments.

DIRECTORS

Smt. Mahima P. Agarwal retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable and Articles of Association of the Company and, being eligible, offers herself for re-appointment.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges), the Auditors'' certificate on compliance by the Company and the Management Discussion & Analysis have been included in the Annual Report. A corporate governance compliance certificate obtained from the auditors of the company is part of the Report.

COMPLIANCE WITH THE CODE OF CONDUCT

The Director and Senior Management Personnel have reaffirmed their compliance with the code of conduct.

DEPOSITS

The company has neither accepted any deposits during the year under review nor does it have any fixed deposits outstanding at the year-end.

EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read along with Companies (Particulars of Employees) Rules, 1975, is given in the statement annexed hereto forming a part of the Report.

AUDITORS

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re- appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and have confirmed their eligibility and willingness to accept office, if re-appointed.

COST AUDITORS

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circular No. 15/2011 dated April 11, 2011, (as amended vide General Circular No. 36/2012 dated 6th November, 2012) subject to the approval of the Central Government, the Audit Committee has recommended and the Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur being eligible and having sought appointment, as Cost Auditors of the Company to carry out the Cost Audit of all the products manufactured by the Company for the year ended March, 2014.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company accords high priority to health, safety and environment. Your Company emphasizes maintaining a healthy and safe environment in and around its facilities. Safety awareness is inculcated through regular Safety awareness programs, basic fire safety training, mock drills etc. As a part of safety management system, a comprehensive Safety manual has been developed for use by operating and safety personnel. There haven''t been any incidence of accidents reported during the year under review.

Several initiatives, initiated earlier, were further continued as part of our energy saving measures. The drive for energy conservation is always a key priority and your Company continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the Companies Act 1956, are enclosed as a part of this report.

GO GREEN INITIATIVE

The Ministry of Corporate Affairs has taken a ''Green Initiative in Corporate Governance'' by issuing circulars allowing paperless compliances by Companies through electronic mode. Further, in line with circular issued by the Securities and Exchange Board of India (SEBI) and consequent changes in the listing agreement, Companies can send their Annual Report in electronic mode to Members who have registered their e-mail addresses for this purpose. In the absence of any communication from the shareholders, the email id in the records of depositories shall be considered as the registered email id of the respective shareholder. Members holding shares in demat form are requested to register their e-mail address with their Depository Participants only. Members of the Company, who have registered their e-mail address, are entitled to receive such communication in physical form, upon request. All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may, if they wish to receive the Annual Report in electronic form, please send their email id to [email protected].

The Company solicits active cooperation of shareholders in helping the Company to implement the e-governance initiatives of the Government.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the directors have selected such accounting policies and applied them consistently and have 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 of 31st March, 2014 and of the profit of the Company for the period ended on that date;

(c) that the directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors have prepared the Annual Accounts on a ''going concern'' basis.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing and achieving the objectives of the Company. The enthusiasm of the employees has enabled the company to remain at a constant growth path.

For and on behalf of the Board of Directors

PLACE : JAIPUR R. K. Sureka S. S. Poddar DATE : 15th May, 2014 DIRECTOR & CEO MANAGING DIRECTOR


Mar 31, 2013

Dear Members,

The Directors are pleased to present the Twenty Second Annual Report on the business and operations of the Company, together with the Audited Financial Statement for the year ended 31st March, 2013.

FINANCIAL RESULTS

[Rs. in Lacs] Particulars 2012-2013 2011-2012

Revenue Receipts 30043 23930

Other Income 193 113

Total Revenue Receipts including other income 30236 24043

Operating Profit before Finance

Cost, Depreciation & Tax 2194 2085

Loss on sale of Investments (7) (194)

Less: Finance Cost 169 179

Depreciation 265 270

Profit before tax 1753 1442

Less:-Current Tax 471 393

-Tax in respect of earlieryears (1)

- Deferred Tax 4 65

Profit after tax 1279 984

Balance brought forward from previous year 500 397

Profit available for appropriations 1779 1381

APPROPRIATIONS

Proposed Dividend on Equity Shares 212 212

Tax on Dividend 36 35

General Reserve 955 634

Balance Carried to Balance Sheet 576 500

OPERATIONS

The global economy in the Financial Year 2012-13 improved slowly, but was short of expectations. Several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. Deceleration in industrial output and exports weakened India''s economic growth significantly.

The economic environment in 2012-13 has been tough and the growth in India moderated for one more year. There were various internal and external factors that played a role. The effect of the uncertainty and recessionary trends in the global economies was compounded by the complexity in the domestic environment.

During the year under review the Company performed well in all areas of its operations with impressive top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth. The Company has maintained its leadership, due to continuous thrust on Research,

Development and Technology up-gradation and is expected to further improve its performance in forthcoming years.

Your Company has scaled new heights in overall performance and has set new benchmarks in terms of turnover (including export benefit). During the year, the Company has achieved a turnover of Rs. 30043 lacs as against Rs. 23930 lacs in the previous year, registering an increase of 25.54% over the previous year. The growth in sales volume in spite of subdued economical scenario was made possible with more focus on value added products.

EXPORT

Your Company has also improved its performance in Exports and achieved direct export turnover of Rs. 7580 lacs as against Rs. 5580 lacs in previous year, registering an increase of 35.84%. Your Company Exports to more than 25 countries around the Globe.

DIVIDEND

Based on the Company''s performance, the Directors are pleased to recommend a dividend of Rs. 21- per share for the year 2012-13, subject to the members'' approval. The dividend on the Equity Shares, if approved by the members, would involve a cash outflow of Rs. 248.26 Lacs including dividend tax for the year 2012-13.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has found satisfactory demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased sales. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

Your company continues to benefit from the strong foundation and long tradition of Research and Development (R&D) which differentiate us from many others.

In an increasingly competitive business environment, your Company recognizes the importance of Research & Development (R&D) to maintain its leadership position. Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage.

The R&D division of your Company, located at its plant (recognized by the Department of Science and Industrial Research (DSIR), Government of India, as an In-House R&D Unit), constantly endeavors to innovate and change the product- mix/process, to create higher value items at lower costs and to widen its range of new generation masterbatches. Its R&D efforts aim at ensuring cost optimization and environment protection. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

The R&D division of your company is equipped with state-of-the- art testing equipments. These equipments are used to test dispersion, filterability, mechanical, rheological, thermal, optical & colorist properties of incoming raw materials and outgoing finished products. Tests are carried out conforming to internationally accepted test methods.

QUALITY INITIATIVES

Your Company is committed to produce and deliver zero-defect Masterbatches. It also endeavors to achieve consistent customer satisfaction by implementing and meeting the ISO 9001:2008 QMS requirements. Constant Interaction with Customers, Optimum utilization of resources and Training & Education of Employees are carried out in order to ensure that your company attains its goals.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports has enabled the Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014.

The Company''s Credit Rating is A/Stable/A1 assigned by CRISIL for its working capital borrowings which signifies strong degree of safety regarding timely payment.

DIRECTORS

Smt. Mahima P. Agarwal, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company and, being eligible, offers herself for re-appointment.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges), the Auditors'' certificate on compliance by the Company and the Management Discussion & Analysis, have all been included in the Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

The Director and Senior Management Personnel have reaffirmed their compliance with the code of conduct

DEPOSITS

The company has neither accepted any deposits during the year under review, nor does it have any fixed deposits outstanding at the year-end.

EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read along with Companies (Particulars of Employees) Rules, 1975, is given in the statement annexed hereto forming a part of the Report.

AUDITORS

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re- appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956 and have confirmed their eligibility and willingness to accept office, if re- appointed.

COST AUDITORS

Complying with the provisions of Section 233B of the Companies Act, 1956 and the MCA General Circular No. 15/2011 dated April 11,2011, (as amended vide General Circular No. 36/2012 dated 6th November, 2012) subject to the approval of the Central Government, the Audit Committee has recommended and the Board of Directors had appointed M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur (Registration No. 000024) being eligible and having sought appointment, as Cost Auditors of the Company to carry out the Cost Audit of all the products manufactured by the Company for the year ended March, 2013.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continuously on the lookout for new ways to preserve the environment and to manage resources responsibly. Your company adopts clean technologies and processes that combine both economic progress and environment sustainability. The company has taken a number of green initiatives including waste optimization, water conservation and compliance with applicable laws and regulations.

Your Company has Safety Committee, which regularly monitor compliance with the Company''s Health & Safety policy. Additional steps have been taken to install equipments, such as additional fire extinguishers of different classes, fume extraction system, de-dusting stations etc. Your company attaches utmost importance to safety. The only acceptable standard of safety performance for your company is "zero accidents". Safety education and training is imparted to everyone on a regular basis.

Several initiatives were continued as part of energy saving measures. The drive for energy conservation is always a key priority and your Company continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1 )(e) of the Companies Act 1956, are enclosed as a part of this report.

GO GREEN INITIATIVE

The Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the Annual Reports and other official documents to their shareholders electronically as part of its green initiatives, provided that the email addresses of the shareholders are obtained by the Company from the shareholders. This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a greener environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

Keeping the above in view, your Company proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by electronic means, to the e-mail address provided by them and/or made available to the Company by the Depositories. In absence of any communication from the shareholders, the email id in the records of depositories shall be considered as the registered email id of the respective shareholder.

All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may, if they wish to receive the Annual Report in electronic form, please send their email id to [email protected].

The Company solicits active cooperation of shareholders in helping the Company implement the e-governance initiatives of the Government.

RISK AND INTERNAL ADEQUACY

Your Company has a low debt-equity ratio and is well placed to take care of its borrowings. Foreign Exchange transactions are largely covered to the extent of exposure otherwise not covered by natural hedging. Your Company is progressively moving towards a "net foreign-exchange earner" status.

The Company''s internal control systems are adequate considering the size of the Company and are routinely tested and certified by our statutory as well as internal auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and have 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 of 31st March, 2013 and of the profit of the Company for the period ended on that date;

(iii) that the directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the Annual Accounts on a ''going concern'' basis.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing the objectives of the Company. The enthusiasm of the employees has enabled the company to remain at a constant growth path.

For and on behalf of the Board of Directors

PLACE: MUMBAI R. K. Sureka S. S. Poddar

DATE : 22nd MAY, 2013 DIRECTOR & CEO MANAGING DIRECTOR


Mar 31, 2012

The Directors are pleased to present the Twenty First Report on the business and operations of the Company, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2011-2012 2010-2011

Revenue Receipts 23931 20056

Other Income 113 251

Total Revenue Receipts

including other income 24044 20307

Operating Profit before Finance

Cost, Depreciation & Tax 2085 1811

Loss on sale of Investments (194) -

Less: Finance Cost 179 178

Depreciation 270 233

Profit before tax 1442 1400

Less: -CurrentTax 393 410

- Deferred Tax 65 34

Profit after tax 984 956

Balance brought forward

from previous year 397 1420

Profit available for appropriations 1381 2376

APPROPRIATIONS

Interim Dividend on Equity Shares - 159

Proposed Dividend on Equity Shares 212 80

Total Dividend on Equity Shares 212 239

Tax on Dividend 35 40

General Reserve 634 1700

Balance Carried to Balance Sheet 500 397

OPERATIONS

The global economy has witnessed lower economic growth, barely a year after recession. FY 2011-12 was a challenging year. Despite these constraints and the challenging environment, your company performed reasonably well.

Your Company has scaled new heights in overall performance and has set new benchmarks in terms of turnover (including export benefit). During the year, the Company has achieved a turnover of Rs. 23931 lacs as against Rs. 20056 lacs in the previous year, registering an increase of 19.32% over the previous year.

Your Company has also improved its performance in Exports and achieved direct export turnover of Rs. 5580 lacs as against Rs. 4939 lacs in previous year, registering an increase of 12.98%. Your Company Exports to over 20 countries around the globe.

Your Company posted yet another year of high performance, with impressive top line growth and consistent earnings, reflecting the effective corporate strategy of creating multiple drivers of growth.

DIVIDEND

Based on the Company's performance, the Directors are pleased to recommend for approval by the members, a dividend of Rs. 21- per share for the year 2011-12. The dividend on the Equity Shares, if approved by the members, would involve a cash outflow of Rs. 246.63 Lacs, including dividend tax for the year 2011-12.

MARKETING

Through consistent efforts in maintaining and improving the international quality standards, your Company has found satisfactory demand for its products. This has helped in facing price competition in both domestic and international markets and also achieved increased sales. With sustained efforts, we expect further improvements in our performance in the current year. Your Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

In an increasingly competitive business environment, your Company recognizes the importance of Research & Development (R&D) to maintain its leadership position. Your Company has, over the years, invested significantly in its Research & Development (R&D) facility, as a key source of sustainable competitive advantage.

The R&D division of your Company, located at its plant, constantly endeavors to innovate and change the product mix/process, to create higher value items at lower costs and to widen its range of new generation masterbatches. Its R&D efforts aim at ensuring cost optimization and environment protection. It strives to leverage modern advances in science and technology and blend the same with classical concepts of product development.

The R&D division of your company is equipped with state-of- the-art testing equipments. These equipments are used to test dispersion, filterability, mechanical, Theological, thermal, optical & colorist properties of incoming raw materials and outgoing finished products. Tests are carried out conforming to internationally accepted test methods.

The R&D division of the Company has been recognized by the Department of Science and Industrial Research (DSIR), Government of India, as an In-House R&D Unit on 06.06.2012.

QUALITY INITIATIVES

Your Company is committed to produce and deliver zero-defect Masterbatches. It also endeavors to achieve consistent customer satisfaction by implementing and meeting the ISO 9001:2008 QMS requirements. Constant Interaction with Customers, Optimum utilization of resources and Training & Education of Employees are carried out in order to ensure that your company attains its goals.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports has enabled the Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014.

The Company's Credit Rating is A/Stable/A1 assigned by CRISIL for its working capital borrowings which signifies strong degree of safety regarding timely payment.

DIRECTORS

During the year Smt. Kusum Poddar resigned from Directorship w.e.f. 21.07.11 and Shri V.K. Fogla has vacated the office of director w.e.f. 27.08.11. The Board places on record its appreciation for their valuable contribution to the Company.

Further, Smt. Mahima R Agarwal and Shri Kishore Rungta have been appointed Additional Director of the Company w.e.f. 25.07.11 and confirmed Directors w.e.f. 27.08.11.

Shri M. K. Sonthalia, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges), the Auditors' certificate on compliance by the Company and the Management Discussion & Analysis, have all been included in the Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

The Company had put in place a Code of Conduct for its Board Members and Senior Management Personnel from 23rd January 2006 and has reaffirmed the same on 7th February 2012. It is also available on the website of the Company. Declarations on compliance with the Code of Conduct have been received from all concerned. A certificate annexed to this effect forms a part of this Report.

DEPOSITS

The company has neither accepted any deposits during the year under review, nor does it have any fixed deposits outstanding at the year end.

EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read along with Companies (Particulars of Employees) Rules, 1975, is given in the statement annexed hereto forming a part of the Report.

AUDITORS

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continuously on the look-out for new ways to preserve the environment and to manage resources responsibly. Your company adopts clean technologies and processes that combine both economic progress and environment sustainability. The company has taken a number of green initiatives including waste optimization, water conservation and compliance with applicable laws and regulations.

Your Company has Safety Committees, which regularly monitor compliance with the Company's Health & Safety policy. Additional steps have been taken to install equipments, such as additional fire extinguishers of different classes, fume extraction system, de-dusting stations etc. Your company attaches utmost importance to safety. The only acceptable standard of safety performance for your company is "zero accidents". Safety education and training is imparted to everyone on a regular basis.

Several initiatives were continued as part of energy saving measures. The drive for energy conservation is always a key priority and your Company continuously strives to achieve this through process improvements and through the enhancement of equipment capabilities.

Particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the Companies Act 1956, are enclosed as a part of this report.

GO GREEN INITIATIVE

Recently, the Ministry of Corporate Affairs, Government of India, through its Circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies to send the Annual Reports and other official documents to their shareholders electronically as part of its green initiatives, provided that the email addresses of the shareholders are obtained by the Company from the shareholders. This move by the Ministry will benefit the society at large through reduction in paper consumption and contribution towards a greener environment. It will also ensure prompt receipt of communication and avoid loss in postal transit.

As a first step, your Company is Printing Annual Report using recycled paper. Keeping the above in view, your Company also proposes to send documents such as the Notice of the Annual General Meeting and Annual Reports henceforth to the shareholders by electronic means, to the e-mail address provided by them and/or made available to the Company by the Depositories. In absence of any communication from the shareholders, the email id in the records of depositories shall be considered as the registered email id of the respective shareholder.

All the shareholders who hold their shares in physical form and whose e-mail address are not available with the Company, may, if they wish to receive the Annual Report in electronic form, please send their email id to [email protected].

The Company solicits active cooperation of shareholders in helping the Company implement the e-governance initiatives of the Government.

RISK AND INTERNAL ADEQUACY

Your Company has a low debt-equity ratio and is well placed to take care of its borrowings. Foreign Exchange transactions are largely covered to the extent of exposure otherwise not covered by natural hedging. Your Company is progressively moving towards a "net foreign-exchange earner" status.

The Company's internal control systems are adequate considering the size of the Company and are routinely tested and certified by our statutory as well as internal auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2012 and of the profit of the Company for the period ended on that date;

(iii) that the directors have taken proper and sufficient care to ensure the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the directors have prepared the Annual Accounts on a 'going concern' basis.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realizing the objectives of the Company.

For and on behalf of the Board of Directors

S. S. Poddar MANAGING DIRECTOR

R. K. Sureka DIRECTOR & CEO

PLACE : JAIPUR DATE : 7th August, 2012


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Twentieth Report on the business and operations of the Company, together with the Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS [Rs. in Lacs]

Particulars 2010-2011 2009-2010

Revenue Receipts 20056 16241

Other Income (Excluding Income from Investments) 251 166

Total Revenue Receipts including other income 20307 16407

Operating Profit before Interest, Depreciation & Tax 1781 1329

Income From Investments - 663

Less: Interest 148 61

Depreciation 233 215

Profit before tax 1400 1716

Less: Provision for Tax - Current 410 351

- Deferred 34 (39)

Profit after tax 956 1404

Add: Tax adjustments for Prior years - 15

Profit after Tax adjustments 956 1419 for Prior years

Balance brought forward 1419 144 from previous year

Profit available for appropriations 2375 1563

APPROPRIATIONS

Interim Dividend on Equity Shares 159 -

Proposed Final Dividend 80 - on Equity Shares

Total Dividend on Equity Shares 239 -

Tax on Dividend 40 -

General Reserve 1700 144

Balance Carried to Balance Sheet 396 1419

OPERATIONS

Your Company has scaled new heights in overall performance and has set new benchmarks in terms of turnover (including export benefit). During the year, the Company has achieved a turnover of Rs. 20056 Lacs as against Rs. 16241 lacs in the previous year, registering an increase of 23.49% over the previous year. The production capacity of the company has increased from 8400 M.T to 11100 M.T as a result of expansion at the company's existing plant. Production from the expanded capacity was started from third quarter of current Financial Year i.e. 2010-11.

The Company has also improved its performance in Exports and achieved direct export turnover of Rs. 4939 lacs as against Rs. 4056 lacs in previous year, registering an increase of 21.77%. Your Company Exports to over 20 countries around the Globe. The improved volume has enabled the Company to achieve significant improvement in EBIDTA margin (i.e. 9.55% from 8.69% in 2009-10).

DIVIDEND

Considering the Company's financial performance, the company has declared & paid its maiden interim dividend of Rs. 1.50 per share.

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 0.75 per share for the year 2010-11. The final dividend on the Equity Shares, if approved by the members would involve a cash outflow of Rs. 92.79 lacs including dividend tax. The total cash outflow on account interim & Final dividend including dividend tax on Equity Shares of the Company for the year 2010-11 is Rs. 278.37 lacs.

MARKETING

A sustained effort to maintain and improve the international quality standards of your Company's products has resulted in satisfactory demand. This has helped in facing price competition in both domestic and international markets and also achieved increased sales. With sustained efforts, we expect further improvements in our performance this current year. The Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT

The R&D division of the Company, located at its plant, constantly endeavors to innovate and change the product mix/ process for creating higher value items at lower costs. The Company's full-fledged R&D Department makes constant efforts to widen its range of new generation masterbatches.

The R&D division of the company has testing equipments from world leaders. These equipments are used for dispersion, filterability, mechanical, rheological, thermal, optical & colorist properties of incoming raw materials and outgoing furnished products. Tests are carried out conforming to internationally accepted test methods.

QUALITY INITIATIVES

Your Company is committed to produce and delivering zero-defect Masterbatches and also to achieve customer satisfaction on a continuous basis by implementing and meeting the ISO 9001 : 2008 QMS requirements. Constant Interaction with Customers, Optimum utilization of resources and Training & Educating Employees.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports has enabled the Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014.

The Company's Credit Rating is A / Stable / P1 assigned by CRISIL for its working capital borrowings which signifies strong degree of safety regarding timely payment.

DIRECTORS

Shri V. K. Fogla, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges), the Auditors' certificate on compliance by the Company and the Management Discussion & Analysis, have all been included in the Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

The Company had put in place a Code of Conduct for its Board Members and Senior Management Personnel from 23rd January, 2006 and has reaffirmed the same on 21st January, 2011. It is also available on the website of the Company. Declarations on compliance with the Code of Conduct have been received from all concerned. A certificate annexed to this effect forms a part of this Report.

DEPOSITS

The company has neither accepted any deposits during the year under review nor are there any fixed deposits outstanding at the year end.

EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read along with Companies (Particulars of Employees) Rules, 1975, is given in the statement annexed hereto forming a part of the Report.

AUDITORS

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re- appointed.

ENVIRONEMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continuously looking for new ways to preserve the environment and to manage resources responsibly. Your company adopts clean technologies and processes that combine both economic progress and environment sustainability. The company has taken a number of green initiatives including waste optimization, water conservation and complying with applicable laws and regulations.

The Company has Safety Committees which regularly monitor compliance with the Company's Health & Safety policy. Additional steps have been taken to install equipments such as additional fire extinguishers of different classes, fume extraction system, de-dusting stations etc. The company attaches utmost importance to safety. The only acceptable standard of safety performance for your company is "zero accidents". Safety education and training is being imparted to everyone on a regular basis.

Several initiatives were continued as part of energy saving measures. The drive for energy conservation is always a key priority and your Company continuously strives to achieve this through process improvements and through enhancement of equipment capabilities. Particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1)(e) of the Companies Act 1956, are enclosed as a part of this report.

RISK AND INTERNAL ADEQUACY

Your Company has a low debt-equity ratio and is well placed to take care of its borrowings. Foreign Exchange transactions are largely covered to the extent of exposure otherwise not covered by natural hedging. Your Company is progressively moving towards a "net foreign-exchange earner" status.

The Company's internal control systems are adequate considering the size of the Company and are routinely tested and certified by our statutory as well as internal auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :-

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2011 and of the profit of the Company for the period ended on that date;

(iii) 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;

(iv) that the directors have prepared the Annual Accounts on a 'going concern' basis.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realising the objectives of the Company.

For and on behalf of the Board of Directors

R. K. Sureka S. S. Poddar DIRECTOR & CEO MANAGING DIRECTOR

PLACE: JAIPUR DATE : 25th July, 2011


Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report on the business and operations of the Company, together with the Audited Accounts for the year ended 31st March,2010.

FINANCIAL RESULTS [Rs. in Lacs]

Particulars 2009-2010 2008-2009

Sales 16241 13078

Other lncome 829 83

Sales including other income 17070 13161

Operating Profit before Interest,

Depreciation & Tax 1992 935

Interest 61 122

Depreciation 215 216

Net Profit before tax 1716 597

Provision for Tax

- Current 351 216

- Deferred (39) (14)

- Fringe Benefit Tax - 11

Net Profit after tax 1404 384

Tax adjustments for Prior years 15 13

Net Profit after Tax adjustments 1419 397 for Prior years

Balance brought forward from previous year 145 188

Profit available for appropriations 1564 585

APPROPRIATIONS

General Reserve 144 440

Balance Carried forward to Balance Sheet 1420 145

OPERATIONS

Your Company has scaled new heights in overall performance and has set new benchmarks in terms of sales, profits and networth. During the year, the Company has achieved a turnover of Rs. 16241 Lacs as against Rs.13078 lacs in the previous year, registering an increase of 24.19 % over the previous year (despite production loss due to fire at i the adjoining IOC Depot and capacity constraints). The company plans to increase its production capacity by about 20% through expansion at the companys existing plant. This additional capacity will be available by third quarter of current Financial Year i.e. 2010-2011.

The Company has also improved its performance in Exports and achieved direct export turnover of Rs. 4056 lacs as against Rs. 3166 lacs in previous year, registering an increase of 28.11%. These results have been mainly | achieved due to all-round value addition, re-organization of the product mix, the marketing strategy and continuous R&D efforts.

MARKETING

Sustained efforts to maintain and improve the international quality standards of your Companys products has resulted in satisfactory demand despite sluggish economic conditions. This has also helped in facing price competition in both domestic and international markets and increasing sales. With sustained efforts, we expect further improvements in our performance this current year. The Company will continue to seek new markets while consolidating its hold over the existing customers.

RESEARCH AND DEVELOPMENT The R & D division of the Company, located at its plant, constantly endeavors to innovate and change the product mix/ process for creating higher value items at lower costs. This has enabled the company to bring down the cost of products and pass on this benefit to the customers, thereby benefiting society in general. The Companys full-fledged R&D Department makes constant efforts to widen its range of new generation masterbatches.

STAR EXPORT HOUSE STATUS AND CRISIL RATING

Sustained growth in exports, along with compliance of Quality Management System as per BS EN ISO 9001:2008, has enabled the Company to maintain its Star Export House Status under the Foreign Trade Policy 2009-2014.

The company has been awarded the highest recognition for Exports during last two consecutive years (2007-08 & 2008-09) by Plastics Export Promotion Council, as "Second Best Exporter of Masterbatches" in the Country. During the year, the Companys Credit Rating has enhanced to A/Stable/P1 assigned by CRISIL for its working capital borrowings which signifies strong degree of safety regarding timely payment.

BUY-BACK OF SHARES

During the year, the company has bought-back 15,90,000 Equity Shares in an aggregate amount of Rs. 567.87 Lakhs at an average price of Rs. 35.71 per shares by utilizing free reserves of the company as approved by the Shareholders. The Paid-up Capital of the company after extinguishment of shares bought back under the scheme stands at Rs. 10.61 Crores.

DIVIDEND

With a view to conserve resources, your Directors do not recommend any dividend for the year.

DIRECTORS

Shri N. Gopalaswamy, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 1956 and Articles of Association of the Company, and being eligible, has offered himself for re- appointment.

CORPORATE GOVERNANCE

Your Company has been actively practicing the principles of good corporate governance over the years. The Board of Directors supports the broad principles of corporate governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

The report on Corporate Governance (in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges) along with the Auditors certificate on its compliance by the Company and the Management Discussion & Analysis, which forms part of this Report, has been included in the Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT The Company had put in place a Code of Conduct for its Board Members and Senior Management Personnel from 23rd January, 2006 and has reaffirmed the same on 18th January, 2010. The same is available on the website of the Company. Declarations of compliance with the Code of Conduct have been received from all concerned. A certificate annexed to this effect forms a part of this Report.

DEPOSITS

The company has neither accepted any deposits during the year under review nor are there any fixed deposits outstanding at the year end.

EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in the statement annexed hereto forming part of the Report.

AUDITORS

M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory Auditors of the Company, hold office till the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

ENVIRONEMENT, SAFETY, ENERGY CONSE-RVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is continually looking for new ways to preserve the environment and manage resources responsibly. Your company adopts clean technologies and processes that combine both economic progress and environment sustainability. The company has taken a number of developmental initiatives that enhance sustainability as well as environment care. These include capacity addition in old plants within the existing land reduction in water requirement by upgrading, processes, and soon.

The only acceptable standard of safety performance for your Company is "zero accidents". Hence, to ensure safety of men and materials, a safety audit was conducted through an outside and independent agency and their suggestions are being implemented.

Particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 217(1 )(e) of the Companies Act 1956, are enclosed as a part of the report.

RISK AND INTERNAL ADEQUACY

Your Company has a low debt-equity ratio and is well placed to take care of its borrowings. Your Company is progressively moving towards a "net foreign-exchange earner" and detailed review by Audit Committee once in a quarter in which the transactions are suitably covered.

The Companys internal controls systems are adequate considering the size of the Company and are routinely tested and certified by our statutory as well as internal auditors. Moreover, the Company continuously upgrades these systems.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm :-

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and have made judgements and estimates that are, reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the period ended on that date;

(iii) 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;

(iv) That the directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

The Management is grateful to the various Government and Semi-Government Authorities, Bankers, Investors, Marketing Dealers, Vendors and Customers for their valued support and co-operation.

The Directors also wish to place on record their appreciation for the dedication and excellent contribution of the employees in realising the objectives of the Company.

For and on behalf of the Board of Directors

PLACE: CHENNAI R.K.Sureka S.S.Poddar

DATE : 14th July, 2010 director & ceo managing director

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