Your Directors have pleasure in presenting the Thirtieth Annual Report on the businessand operations of Company together with the Audited Statement of Accounts for the yearended on 31st March 2014.
FINANCIAL AND OPERATIONAL RESULTS:
Financial and Operational Results of company for the year ended on 31stMarch 2014 are as mentioned hereunder:
| ||Current Financial Year ended on 31.03.2014 ||Previous Financial Year ended on 31.03.2013 |
|Gross Sales ||56883.83 ||46777.05 |
|Profit before Finance Cost and Depreciation ||1699.36 ||1583.82 |
|Less: (i) Finance Cost ||981.75 ||1125.73 |
|(ii) Depreciation (Net) ||438.93 ||436.42 |
|Profit before Tax ||278.68 ||21.67 |
|Provision for Taxation including Deferred Tax ||130.60 ||(96.87) |
|Profit after Tax ||148.08 ||118.54 |
|Amount proposed to be utilized out of Accumulated Reserves of company for distribution of Dividend || |
|APPROPRIATIONS: || || |
|Dividend ||165.91 ||165.91 |
|Dividend Tax ||28.20 ||26.91 |
|Transfer to General Reserve ||0.00 ||0.00 |
OPERATIONS AND FUTURE PLAN:
During the fiscal 2013-14 the overall performance of the company depicted considerableimprovement in terms of growth in sales revenue which was all time high at Rs 568.84Crores-an increase by 21% over the sales revenue of previous fiscal. Notwithstanding thegain in revenue its getting translated into surplus got adversely affected due to spurtin international price of monomers. However what was within the realm of managementcontrol every factor thereof showed impressive improvement. This is evident from the factthat the key cost elements viz. energy manpower and finance could be reduced in terms ofpercentage of sales turnover to 0.35% 0.42% and 0.74% respectively. This definitely iscommendable due to high degree of inflation prevailing in the Indian economy. Had thecompany resorted to frequent price increase of its products the strategy to penetratedeeper into the price sensitive automotive market segment would have been defeated. TheCompany is building strong base in this high growth oriented automotive ABS market segmentwhich accounts for highest consumption when compared to other ABS market segments.Moreover in consumer durable ABS market segment the Company is also getting empanelled asOEM supplier like in automotive sector. Esteemed customers in both these segments havecarried out due diligence audit towards their respective TQM programme. Your company hasalso been directing concerted efforts to implement TPM/TQM Programme at all levels ofmanagement and employees through structured programme under advisory/ consultancy wing ofConfederation of Indian Industries (CII). The transformational effects of these programmesare distinctly visible.
It is fairly indicative that the weakening of rupee which occurred in the course oflast two years is no longer a threat. On the contrary rupee has started gaining strengthand may recoup to mid 50 level which may further improve the profitability of Company inthe current financial year.
The future plan of the company which was highlighted in the Annual Report of the lastfiscal is very much on track. Its first phase of establishing 67 KTPA of ABS and SAN willbe a reality in the current financial year.
Your Directors have recommended a dividend of 10% on the nominal value of the paid-upequity share capital of Company consisting of 165905640 equity shares of Rs 1/- eachfor the year ended 31st March 2014 (viz dividend of ten paise per equityshare). The aforesaid dividend if approved by members will be distributed out of the NetProfit and accumulated reserves of Company to the extent required.
SAFETY AND ENVIRONMENT PROTECTION:
Your Company has always accorded high priority to the areas of Safety and EnvironmentProtection. The Company has regular practice of taking up the training programs foremployees for creating continuous awareness of latest technology/ development taking placewith regards to safety norms. Various safety measures have been put in place to increasethe safety standards for all concerned. The Company has made Safety and EnvironmentProtection measures as the integral part of its operating system. Mock drills and safetyawareness programmes are being regularly conducted to ensure the safety & environmentprotection.
The Company has not accepted any Public Deposit within the meaning of Section 58A ofthe Companies Act 1956 read with the Companies (Acceptance of Deposit) Rules 1975 fromthe public during the year under review.
M/s. B. L. Dasharda & Associates Chartered Accountants (F.R. No. 112615W) theStatutory Auditors of the Company will retire at the ensuing Annual General Meeting andhave confirmed their eligibility and willingness to accept office if re-appointed.
As per the provisions of Section 139 of the Companies Act 2013 Auditors are allowedto be appointed for maximum two term of five years each and the transitional period forcompliance of the said provisions is given for three years. Hence it is proposed torecommend the appointment of Statutory Auditors for the financial year 2014-15 since theyhave already served the Company as Statutory Auditors for more than ten years period theyare still eligible for three more financial years for the same position.
Your Directors recommend for appointment of M/s. B. L. Dasharda & AssociatesChartered Accountants as Statutory Auditors of Company for F.Y. 2014-15 subject toapproval of members as set out in accompanying notice of the ensuing Annual GeneralMeeting.
The observations made by the Auditors in their Report read with the relevant notes asgiven in the Notes to the Financial Statement for the year ended 31st March2014 are self explanatory and being devoid of any reservation qualification or adverseremarks does not call for any further information/explanation under Section 217(3) of theCompanies Act 1956.
The Board has re-appointed M/s. Joshi Apte & Associates Cost Accountants Pune asCost Auditors of the company for conducting its cost audit for F.Y. 2014-2015. YourDirectors recommeded for appointment of M/s. Joshi Apte and Associates Cost Accountantsas Cost Auditors of Company for the financial year 2014-15 for annual Audit fee of Rs75000/- plus applicable Government Taxes Travelling and out of pocket expenses at actualand the same is placed for seeking approval of members at the ensuing Annual GeneralMeeting.
M/s. Rathi & Associates Practicing Company Secretaries have been appointed asSecretarial Auditor of company for F.Y. 2014-15 who will conduct secretarial audit onquarterly basis to ensure that requisite compliances have been done by the company.
Mr. B.M. Bhansali Director of the Company will retire by rotation at the ensuingAnnual General Meeting of the Company being eligible has offered himself forre-appointment.
Mr. Dilip Kumar Chief Commissioner of Income Tax (Retd.) has joined the company as anAdditional Director (Independent Category) w.e.f 29th May 2014. He shallcontinue to occupy office upto the date of ensuing Annual General Meeting. The Company hasreceived a notice under section 160 of the Companies Act 2013 by a member of Companyproposing his candidature as an Independent Director for a period upto 31stMarch 2019.
Dr. B.S. Bhesania and Mr. M.C. Gupta the existing Independent Directors of Company arealso required to be re-appointed considering the provisions of Section 149 150 and 152 ofCompanies Act 2013 and being eligible their re-appointment as Independent Director(s) ofCompany are also proposed in the ensuing Annual General Meeting of Company. The Companyhas received a notice under section 160 of the Companies Act 2013 by a member of Companyproposing their candidature as Independent Director(s) for a period upto 31stMarch 2019.
A brief profile of Mr. B. M. Bhansali Mr. M.C. Gupta Dr. B.S. Bhesania and Mr. DilipKumar pursuant to the requirement of Clause 49 of the Listing Agreement with the StockExchange(s) is mentioned in the notice of ensuing Annual General Meeting of company andforms part of this Annual Report.
Mr. PR. Bhansali Director of the Company has resigned from the Company's Board w.e.f29th May 2014.
Mr. Jayesh B. Bhansali Executive Director has been also appointed as Chief FinancialOfficer of the Company w.e.f 1st June 2014.
GREEN INITIATIVES IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs Government of India has permitted companies to sendelectronic copies of Annual Report notices etc to the email IDs of the shareholders. Wehave accordingly arranged to send the soft copies of these documents to the email IDs ofthose shareholders who have provided the same. In case any of the shareholder(s) wouldlike to receive physical copies of Annual Report the same shall be forwarded to member(s)on their written request to the company at its Registered Office.
The Company's policy to protect environment lays great emphasis on implementation ofstrict pollution control measures and maintenance of green belts and puts great thrustupon afforestation to the extent possible to mitigate pollution at its best. The maximumuse of electronic media is constantly encouraged among the staff across the Board.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 217(2AA) of the Companies Act 1956 yourDirectors based on the representations received from the management and after due inquiryconfirm that:
in the preparation of the annual accounts the applicable accounting standardshave been followed and no deviations have been found; ^^^^^l^^^W
the accounting policies of company as selected have been applied consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2014 and ofthe profit of the Company for that year;
proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
the annual accounts for the year ended 31st March 2014 have beenprepared on a going concern basis.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant data as regards the conservation of energy technology absorption pursuantto Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 is annexed hereto videAnnexure-A (comprised of Form A & Form B) and forms an integral part of this Annualreport.
A report on Corporate Governance pursuant to the provisions of Clause 49 of the ListingAgreement is annexed hereto vide Annexure-B and forms an integral part of this AnnualReport.
Certificate issued by M/s. B. L. Dasharda & Associates Statutory Auditors of theCompany certifying the company's compliance with the requirements of Corporate Governancein terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure- C and forms an integral part of this Annual Report.
Certificate issued by Managing Director and Executive Director of Company with regardto certification on Financial Statements of the Company is also annexed vide Annexure - Dand forms integral part of this Annual Report.
CODE OF CONDUCT:
The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company. The declaration by CEO i.e. Managing Director ofCompany related to the compliance of aforesaid Code of Conduct is attached hereto videAnnexure - E and forms an integral part of this Annual Report.
PARTICULARS OF EMPLOYEES:
The disclosure of particulars of employees of Company related to F.Y. 2013-14 asrequired under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975 as amended is annexed hereto vide Annexures-F andforms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report on the operations of Company is annexedhereto vide Annexure -G and forms an integral part of this Annual Report.
Your Directors wish to place on record their deep appreciation and heartfelt thanks tothe Banks Statutory Authorities Government Customers Vendors and all Stakeholders whothrough their constant support effort and patronage have enabled the Company to improveits performance and function smoothly and grow in such competitive business environment.Your Directors express their deep appreciation to the Company's employees at all levelsfor their hard work dedication commitment outstanding efforts and valuablecontributions made in all spheres of the operations of Company.
Your Directors further wish to place their deep appreciation for the consistent andable endeavour of Mr. B.M. Bhansali Managing Director in accelarating the pace of growthof Company and improving its overall performance.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||M. C. GUPTA |
|PLACE: MUMBAI ||(CHAIRMAN) |
|DATED: 29th May 2014 ||(DIN - 01362556) |
Registered Office Address:
Bhansali House A-5 Off Veera Desai Road
Andheri (West) Mumbai-400053.
PARTICULARS AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OFBOARD OF DIRECTORS) RULES 1988
A) Conservation of Energy:
Following measures have been taken during the year for power and fuel conservation:
(i) Power conservation measures:
(a) Reduced overall power consumption by Optimizing plant shutdowns and by operation athigher throughput rate in both the plants.
(b) Installed energy efficient VFD control system to motors to reduce powerconsumption.
(c) Maximum utilization of Traded power which is cheaper than State Electricity Boardcausing reduction per ton power cost.
(d) Auto loading/unloading to more compressors was applied resulting in synchronisingthe operations and reduced runtime of individual compressors and hence energy saving.
(e) Old and low efficient air conditioners were replaced with invertors type energyefficient ACs.
(f) Continuous running mode for pumps was changed to ON-OFF operation mode by providingsuitable sensors resulting in reduction in running hours and thereby energy saving.
(g) Further improvement in power factor was achieved by installing auto-control systemand Improved design of capacitor banks.
(h) Timer provided in Street lighting for effective control of lighting to save energy.
(i) Power factor was achieved above 0.996 throughout the year which caused reduction inMaximum demand and save in electricity Bill.
(ii) Fuel conservation measures:
(a) Proper scheduling of plant shutdown and higher rate of throughput reduced steamconsumption.
(b) Fuel consumption reduced by reduced utilization of DGs through rationalisation.
(c) Better maintenance of steam trap to reduce steam losses.
(d) During Load shedding hrs. 100% power was purchased from exchange to avoid DGrunning and save fuel as well as loss of production.
(e) Installing of voltage stabiliser at Sawanga Pump House to run the pump even at lowvoltage supply of MPEB power. This resulted in reduction in DG set operational cost andsaved fuel.
B) Technology absorption:
Details of the efforts made in Technology Absorption are given in the prescribed form'B'.
C) Foreign Exchange Earnings and Outgo:
(a) Total foreign exchange used and earned:
| ||(Rs in Lacs) |
|Total foreign exchange used ||29016.46 |
|Total foreign exchange earned (FOB Value) ||115.14 |
FORM - A (See Rule - 2)
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY.
| ||Year Ended 31.03.2014 ||Year Ended 31.03.2013 |
|A. Power and Fuel Consumption: || || |
|1) Electricity || || |
|a) Purchased: || || |
|Units (KHW) (in lacs) ||226.10 ||201.03 |
|Total Amount ( Rs in lacs) ||1207.61 ||1122.69 |
|Rate per KWH ( Rs ) ||5.34 ||5.58 |
|b) Own Generation: || || |
|Through Diesel Generator || || |
|Units (KWH) (in lacs) ||1.93 ||3.23 |
|Unit per litre of diesel oil ||4.89 ||3.12 |
|Cost per unit ( Rs ) ||20.55 ||13.34 |
|2) Coal used in Boiler: || || |
|Quantity (MT) ||6631.00 ||5613.00 |
|Total cost ( Rs in lacs) ||247.82 ||214.09 |
|Rate per MT ( Rs ) ||3737.00 ||3814.00 |
|3) HSD and FO || || |
|Used in SAN PLANT || || |
|Quantity (Ltrs.) ||1156901 ||1061567 |
|Total Amount ( Rs in lacs) ||492.65 ||421.02 |
|Average Rate (per Ltr.) ||42.59 ||39.66 |
|B. Consumption per Unit of Production: || || |
|Electricity (KHW/MT of || || |
|ABS & SAN Resins) ||627.46 ||645.58 |
|Coal (MT/MT) ||0.18 ||0.18 |
|L.D.O./FO || || |
|(Ltrs/MT of SAN Resins) ||43.11 ||43.76 |
FORM - B (See Rule - 2)
Form for disclosure of particulars with respect to technology absorption.
A) RESEARCH AND DEVELOPMENT (R & D) :
1. Specific areas in which R & D has been carried out by the Company and benefitsderived as a result of the above R & D.
The company is focusing on continual process development through in-house R&Defforts. Some of the achievements in this respect are being highlighted as hereinbelow:
1. Recipe revamping of high rubber graft resins to achieve enhanced productivity.
2. Specific process development to manufacture SAN resin latex for grafting on thebackbone of PB latex to manufacture specific HRG for compounding with bulk polymerized SANto produce specialty extrusion grade ABS for refrigerator liner applications substitutingHIPS resin.
3. Special ABS grade for automotive sector to meet with strict specification ofmechanical properties viz. toughness & impact etc. and also developed few grades forhigh chemical resistance application.
2. Expenditure on R & D :
| ||( Rs in lacs) |
|a. Capital ||NIL |
|b. Recurring ||NIL |
|c. Total ||NIL |
|d. Total R & D Expenditure as a percentage of total turnover. ||0.00% |
B) TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION :
1) Efforts in brief made towards technology absorption adaptation innovation andbenefits derived: Not Applicable
2) Information regarding technology imported during the last five years: NotApplicable