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Oriental Carbon & Chemicals Ltd.

BSE: 506579 Sector: Industrials
NSE: OCCL ISIN Code: INE321D01016
BSE 16:01 | 27 Mar 2018 Oriental Carbon & Chemicals Ltd
NSE 05:30 | 01 Jan 1970 Oriental Carbon & Chemicals Ltd
OPEN 1006.30
PREVIOUS CLOSE 1009.60
VOLUME 1121
52-Week high 1589.00
52-Week low 850.00
P/E 20.77
Mkt Cap.(Rs cr) 1,071
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1006.30
CLOSE 1009.60
VOLUME 1121
52-Week high 1589.00
52-Week low 850.00
P/E 20.77
Mkt Cap.(Rs cr) 1,071
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Oriental Carbon & Chemicals Ltd. (OCCL) - Director Report

Company director report

TO THE MEMBERS

Your Directors hereby present their Thirty Sixth Report along with the Audited AnnualFinancial Statements (including Audited Consolidated Financial Statements) of the Companyfor the Financial Year ended March 31 2016.

1. FINANCIAL RESULTS (Rs.Lakhs)
Particulars For the For the
Year ended Year ended
31.3.2016 31.3.2015
Net Sales/Income from Operations 27471.72 28257.35
Other Income 568.64 1286.13
Total Revenue 28040.36 29543.48
Profit/(Loss) Before Taxation 6476.32 6296.21
Provision for Taxation * (1177.59) (1164.61)
Profit/(Loss) after Taxation 5298.73 5131.60
Amount Available for Appropriation 22483.09 18236.57
Appropriation:
Interim/Proposed Dividend on Equity Shares 875.17 875.17
Tax on Dividend 178.16 177.04
Transferred to General Reserve - -
Balance Carried to Balance Sheet 21429.76 17184.36

* Including Rs. 2.08 Lakhs Deferred Tax (Previous year Rs.267.12 Lakhs)

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 55% on 10296062 Equity Shares(Rs.5.5 per share of Rs.10 each). The Dividend will absorb Rs. 681.57 Lakhs (Inclusive ofDividend Tax of Rs.115.28 Lakhs). With this the total dividend for the year includinginterim dividend of 30% comes to 85%.

3. OPERATIONS

Insoluble Sulphur

Margins during the year improved over previous year resulting in better EBIDTA eventhough Net Sales during the year was lower due to correction in realization on account oflower input cost and downward trend in Euro:Re exchange rate.

Export demand did not pick up as expected due to weak economic conditions globallyresulting in lower than expected offtake. However Domestic Demand registered a doubledigit growth as expected.

Sulphuric Acid &Oleum

Sulphuric Acid and Oleum sales and production registered 12% growth over previous yeardue to better market conditions.

Steam produced as a by product was supplied to Insoluble Sulphur Plants resulting infuel savings. Realisation remained stable during the year.

FUTURE PROSPECTS Insoluble Sulphur

The international market demand growth rate is expected to be about 2-3% whereas theDomestic growth rate is expected to be in double digits. During the year under review theinternational growth was muted due to slow down in big markets like Europe and China.China witnessed a muted growth as USA imposed anti-dumping duty on Chinese tyres and alsodue to its internal economic factors. However the long term growth rate continues to beviable.

Your Company’s Geographical footprint is wide and encompasses all continents withpresence now in North America and China as well which are the biggest market forInsoluble Sulphur. This mitigates Geo-political risks of the business and should ensurethat long term growth rates are achievable

The first phase of capacity expansion of Insoluble Sulphur at its Mundra Plant isexpected to be commissioned on scheduled in April 2017. The Company is confident of tyingup the additional quantities in American and Chinese Market where the Company has begunto establish its presence.

Sulphuric Acid &Oleum

The demand for Sulphuric Acid is expected to be good this year because of expected goodMonsoon resulting in good production of fertilisers.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internalfinancial Controls designed to ensure proper recording of financial and operationalinformation compliance of various internal controls and other is also conducted by whichsenior management certifies regulatory and statutory compliances. Self certificationeffectiveness of the internal control system of the Company. Internal Audit is conductedthroughout the organization by qualified outside Internal Auditors. Findings of theinternal Audit Report are reviewed by the top Management and by the Audit Committee of theBoard and proper follow up action are ensured wherever required. The Statutory Auditorshave evaluated the system of internal controls including internal financial control of theCompany and have reported that the same are adequate and commensurate with the size of theCompany and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year.The Company has only one subsidiary namely Schrader Duncan Limited (SDL) and there was nochange in the nature of the business of this Subsidiary. There were no significant andmaterial orders passed by regulators or courts or tribunals impacting the going concernstatus and Company’s operations in future. There were no material changes andcommitments affecting the financial position of the Company occurring between March 312016 and the date of this report.The Equity Shares of the Company get listed with NationalStock Exchange of India and admitted to dealing in the said Exchange w.e.f. January 272016.

6. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company’s efforts to maintain thetechnical and quality edge for the product. A full in-house Research & Developmentteam works on continuous basis to improve the quality of product and its properties. NewGrades are also being developed to meet customers varied requirements. Research in theareas of reducing utility cost and process parameters improvement is also being done. Helpof accredited independent laboratories is also taken as and when required for studying andevolving critical parameters.

The Company’s Research and Development facility is approved by Department ofScientific and Industrial Research Ministry of Science and Technology Government ofIndia.

The R&D lab regularly augmented by acquiring state of the art analytical andprocess equipments to help in faster and detailed analysis. Further pilot plants asrequired are being set up to validate the research findings. The details of some specificR&D activities carried out and benefits derived out of them have been annexed to thisreport.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS& OUTGO

As required under Section 134(3) (m) of the Companies Act 2013 read with Rule8 (3) ofthe Companies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed to this Report.

8. POLLUTION CONTROL

Your Company’s Plant has all the requisite Pollution Control Equipments and meetsall the desired and statutory norms in this regard. The Insoluble Sulphur Units of theCompany enjoys ISO-TS 16949:2009 EMS14001-2004 and OHSAS18001:2007 Certification.

9. STATUTORY AUDITORS AND AUDIT REPORT

Messrs Singhi & Co. Chartered Accountants were appointed as Auditors of theCompany for tenure of three years i.e. from the conclusion of 34th AnnualGeneral Meeting till the conclusion of the 37thAnnual General Meeting of theCompany. However this appointment is subject to ratification by Members at every AnnualGeneral Meeting held after appointment during their tenure of office. The Auditors haveconfirmed their eligibility and 141 of Companies Act 2013 and therefore theirratification for appointment as Statutory Auditors for the year 2016-17 is being soughtfrom the Members of the Company at the ensuing AGM. As regards the comments in theAuditors’ Report if any the relevant notes in the Accounts are self explanatory andmay be treated as information/ explanation submitted by the Board as contemplated underprovisions of the Companies Act 2013.

10. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditors M/s. S.Rath & Company. The Secretarial Auditor’s Report is attached asannexure and form part of this report. There are no qualifications or observations orremarks made by the Secretarial Auditors in their Audit Report.

11. COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyrelating to Insoluble Sulphur plant located at Dharuhera Haryana is required to beaudited. Your Board had on recommendation of the Audit Committee appointed Messrs J KKabra & Co. Cost Accountants to Audit the cost accounts of the Company for thefinancial year 2015-16. The Cost Audit

Report for the year ended 31st March 2015 has been submitted to the Ministry ofCorporate Affairs within stipulated time period. Messrs J K Kabra& Co. CostAccountants has been appointed as Cost Auditor of the Company by the Board onrecommendation of the Audit Committee to carry out the cost accounts of the Company forthe financial year 2016-17 on a remuneration of Rs 1.30 lakhs. As required under theCompanies Act 2013 the remuneration payable to Cost Auditors is required to be placedbefore the members in a General Meeting for their ratification. Accordingly a Resolutionseeking Member’s ratification for remuneration payable to Messrs J K Kabra & Co.Cost Auditors is included at item no. 5 of the Notice convening the Annual GeneralMeeting.

12. PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of financial yearstood at Rs.49481000/-. Of this a deposit amounting to Rs.10000/- which had fallendue for payment on 7th May 2003 has since been claimed by the depositor on 5th May 2010.However the same could not be paid as depositor has failed to produce the OriginalDeposit Receipt in respect thereof. Deposits aggregating to Rs.348000/- due for paymenton or before 31st March 2016 were not claimed by the depositors by the said date. Out ofthese deposits totaling Rs.48000/- have since been claimed and settled. This apartdeposits amounting to Rs.1295000/- through fallen due for payment could not be settledas there is dispute between the concerned joint depositors and the matter is sub-judice.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of your Director’s knowledge and belief and according to theinformation and explanations obtained your Directors make the following statements interms of section 134 (3)(c) of the Companies Act 2013:

i) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theprofit and loss of the Company for that period

iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper financial controls were in place and that the financial controls wereadequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

14. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. O.P. Dubeyas Chairman Mr. B.B. Tandon Mr. Suman J Khaitan as Members. The Company Secretary is theSecretary of the Committee. The Managing Director Jt. Managing Director Chief FinancialOfficer and Auditors are permanent invitees to the committee meetings.

The detail of terms of reference of Audit Committee number and dates of meetings heldattendance of the Directors and remunerations paid to them are given separately in theattached Corporate Governance Report. Your Company has a well structured Internal AuditSystem commensurate with its size and operations. During the year there were no instanceswhere the Board had not accepted the recommendations of the Audit Committee.

15. STAKE HOLDER’SRELATIONSHIP COMMITTEE

The Company has a Stake Holder’s Relationship Committee for reviewingShareholders/Investors complaints. The present members of this Committee are Mr J.P Goenka(Chairman) Mr. Arvind Goenka (Member) and Mr. Suman J Khaitan (Member). The detail ofnumber and dates of meetings held attendance of the Directors and remunerations paid tothem are given separately in the attached Corporate Governance Report.

16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has Mr. Suman J Khaitan as ChairmanMr. K Raghuraman and Mr. Arvind Goenka as members. The detail of terms of referencenumber and dates of meetings held attendance of the Directors and remunerations paid tothem are given separately in the attached Corporate Governance Report.

The Company recognizes that an effective practice of CSR is required giving dueconsideration to the welfare of the community environment and social structure that itoperates in and that of the country including focus welfare areas identified by the Sateand Central Governments. The CSR Committee of the Company has laid down the policy to meetthe Corporate Social Responsibility objectives of the Company.

The CSR Policy includes any activity that may be prescribed as CSR activity as per theRules of Companies Act 2013.The main Focus areas taken in the policy are EducationHealth care and family welfare Environmental Safety contribution to any relief fundsetup by the Government of India and any State Government. Rs.103 Lakhs was spent on CSRactivities and projects undertaken during the year the details of which is given in theannexure to this Reports.

The detailed CSR policy of the Company is available on the website of the Company whichis www.occlindia.com.

17. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O.P Dubey as Chairman Mr. B.BTandon and Mr. K Raghuraman as members. The detail of terms of reference of thisCommittee number and dates of meetings held attendance of the directors and remunerationspaid to them and the brief outline of the Remuneration policy of the Company are givenseparately in the attached Corporate Governance Report.

The approved Remuneration Policy of the company is also available on the website of theCompany which is www. occlindia.com.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and other Committees.

The manner in which the evaluation has been carried out is explained in the CorporateGovernance Report. The Independent Directors are regularly updated on industry &market trends plant process and operational performance of the Company etc throughpresentations in this regard and periodic plant visits. They are also periodically keptaware of the latest developments in the Corporate Governance their duties as Directorsand relevant laws.

19. DIRECTORS

Mr. H S Shashikumar retires by rotation at the forth coming Annual General Meetingand being eligible offer himself for appointment.

Mr. O. P. Dubey Mr. B. B. Tandon Mr. S J Khaitan Mr. K. Raghuraman Mrs. RunaMukherjee are Independent Directors of the Board of the Company. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of Independence as prescribed both under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

20. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as perthe provisions of Sec 203 of the Companies Act 2013.

a) Mr. Arvind Goenka Managing Director

b) Mr. Akshat Goenka Jt. Managing Director

c) Mr. Anurag Jain Chief Financial Officer

d) Mr. Pranab Maity Company Secretary Pursuant to Sec 134(3) (q) read with Rule 5 ofCompanies (appointment and Remuneration of Managerial Personnel) Rules 2014 TheRemuneration and other details of Key Managerial Personnel and other Employees for theyear ended March 2016 are annexed to this report.

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

22. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial yearwere on arms’ length basis and were in the ordinary course of business. There are nomaterially significant Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of Company at large. Allrelated party transactions are placed before the Audit Committee and given in the notesannexed to and forming part of this Financial Statement. The approved policy on RelatedParty Transactions is also available on the website of the Company www.occlindia.com.

23. SUBSIDIARY

The Company has only one Subsidiary namely Schrader Duncan Limited (SDL). Astatement containing of the Subsidiary is included in the Annual Report.

In accordance with the provisions of Section 129(3) of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a ConsolidatedFinancial Statements prepared by the Company in this Report include the financial resultsof the Subsidiary company duly audited by the Statutory Auditors. The said statements havebeen prepared in accordance with the relevant accounting standards as prescribed under theCompanies Act 2013. The Company does not have any material subsidiary in the immediatelypreceding accounting year. However as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 SEBI has made it mandatory for all listed companies toformulate a policy for determining ‘material’ subsidiaries. Accordingly apolicy on ‘material’ subsidiaries was formulated by the Audit Committee of theBoard of Directors and same is also posted on the website of the Company and may beaccessed at the link http://www.occlindia.com/policies.htm

24. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. The details of the Vigil Mechanism Policy is explained in theCorporate Governance Report and also posted on the website of the Company.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 isannexed to this report.

26. RISK MANAGEMENT

As a policy The Company has identified key risk concern/areas. The assessment ofeach risk area is done on quarterly basis. Following are the main concern/risk related tothe Company: Market Related Risk: mainly demand realisation and redundancy of theproduct.

Production related Risk mainly availability of inputs accident or break down in theplant and rejection of material by the customers.

Human Resources Risk: includes the risk of labour unrest high employee turnover ratioand lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt Policies and duty rates

Data and Records: data lost fire Virus attack etc.

The Board and the Audit Committee takes note of Risk management of the Company in everyquarter. The Risk Assessment is also discussed in the Management Discussion and Analysisattached to this report.

27. NUMBER OF MEETINGS OF THE BOARD

During the year four Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

28. CORPORATE GOVERNANCE

a) As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion & Analysis a Report on Corporate Governance together with theAuditors’ certificate regarding the Compliance of conditions of Corporate Governanceforms part of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conductfor all its Board members and senior management personnel which have also been posted onthe website of the Company. A certificate by the Managing Director regarding compliance ofthe code of conduct of the Company is also included in the Annual report.

29. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance of variousBanks Government Agencies Suppliers valued Customers and the Shareholders in particularand looks forward to their continued support. Relations between your Company and itsemployees remain cordial and the Directors wish to express their appreciation for theco-operation and dedication of all employees of the Company.

By Order of the Board
Place : New Delhi Arvind Goenka O.P. Dubey
Date : 30th May 2016 Managing Chairman Director

ANNEXURE TO DIRECTORS’ REPORT

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 AND FORMING PART OF THEDIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2016

I. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken:

- Sulphuric Acid Plant de-bottlenecked to meet 100% steam requirement of InsolubleSulphur plants at Dharuhera through utilisation of excess steam generated in SulphuricAcid Plant by installing High Pressure Waste Heat Boiler.

- Recycling of condensate for steam generation.

- Replacement of existing motors with lower rating as per actual requirement and alsowith high efficiency ones.

- Improvement in Heat transfer throgh optimisation of equipments.

- Provision of VFD in various pumps etc. (b) Additional investments and proposals ifany being implemented for reduction of consumption of energy:

- Utilisation of waste Hot air from one process in other processes.

- Optimisation of Chiling unit through various means.

- Resizing (optimisation) of vaccume pumps.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:

- The above measures have helped in the conservation of energy and reducing inenvironmental footprint.

- Surplus Steam available for meeting 100% requirement of Insoluble Sulphur Plants atDharuhera. (d) Total energy consumption and energy consumption per unit of production:

FORM-A

Form for disclosure of particulars with respect to conservation of energy.

A. POWER AND FUEL CONSUMPTION Current year Previous year
1. Electricity
(a) Purchased Units (KWH) 28846814 30848800
Total Amount (Rs. in Lakhs) 2002.40 1969.25
Rate/ Unit (Rs.) 6.94 6.38
(b) Own generation
(i) Through Diesel Generator
Units (KWH) 1704994 1639252
Units/Ltr. of Diesel (KWH) 3.54 3.64
Cost/Unit (Rs.) 10.99 13.94
2. Coal (specify quantity and where used)
Quantity (Tonnes)
Total cost (Rs.)
Average Rate (Rs.)
3. Furnace Oil /HSD
Quantity (Ltrs) 2082025 2133170
Total cost (Rs. in Lakhs) 675.82 1007.62
Average Rate (Rs.) 32.46 47.24
4. Other / Internal Generation
(Process Steam)
Quantity (MT) 78407 77506
Total Cost (Rs. in Lakhs) 659.64 106707
Rate/ Unit (Rs.) 841.31 1376.76
B. CONSUMPTION PER UNIT OF PRODUCTION (MT)
Products Standards if any
(a) Sulphuric Acid
Electricity (in Units) N.A. 36 37
(b) Oleum
Electricity (in Units) N.A. 70 71
(c) Insoluble Sulphur
(i) Electricity (in Units) N.A. 1331 1441
(ii) HSD (in Ltrs) N.A. 74 67
(iii) Others-Process Steam (in MT) N.A. 4 4

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form-B of the Annexure to the Rules.

1. Research & Development
(i) Specific area in which R&D carried out by the Company : 1. Improvement in stability of Insoluble Sulphur
2. Improvement in dispersion of Insoluble Sulphur
3. Introduction of new grades in collaboration with Customers
4. Process Improvement to minimise rejection and optimisation energy cost and consumption norms.
(ii) Benefits derived as a result of the above R&D : Loyalty of existing customers coupled with enlistment of new quality-conscious customers value addition in products edge over competitors and better control over qualitative deviations control over cost
(iii) Future plan of action : 1. Development of New Grades specific to customer requirements
2. Commercialisation of pre-dispursed Insoluble Sulphur.
3. Process Side research for optimisation of various production parameters and costs.
The Company has a in-house R&D unit which has been recognised by Ministry of Science & Technology Department of Scientific & Industrial Research
The R&D Unit is being augmented thorugh acquisition of state of art analytical and process equipments.
(iv) Expenditure on R&D (Rs. in Lakhs)
(a) Capital : 4.36
(b) Recurring : 75.18
(c) Total : 79.54
(d) Total R&D expenditure as a percentage of total turnover. : 0.29%
2. Technology absorption adaptation and innovation: : Production optimisation field of developing and innovation in the new and improved offerings savings in consumption ratios and utilities.
III. FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to exports initiatives taken to increase exports development of new export markets for products and services and export plans. : The Company faced a downfall of 10.00% by value in exports.
Exports constituted 68.25% of total Insoluble Sulphur sales during the year by value. The value of export during the year was lower due to decrease in realisation on accout of reduced input cost.
(b) Total foreign exchange used and earned (Rs. in lakhs)
(i) Earned : 16278.40
(ii) Used : 892.24

 

By Order of the Board of Directors
Place : New Delhi Arvind Goenka O.P Dubey
Date : 30th May 2016 Managing Director Director

ANNEXURE TO DIRECTORS’ REPORT

PARTICULARS OF EMPLOYEES PERSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year ; Mr. J.P Goenka- 8:10
Mr. Arvind Goenka – 406:10
Mr. B.B Tandon- 30:10
Mr. K Raghuraman- 24:10
Mr. O.P Dubey- 30:10
Mr. S.J Khaitan- 42:10
Mr. H S Shashikumar-12:10
Mr Akshat Goenka- 321:10
Ms Runa Mukherjee- 18:10
II. The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year ; Directors:
Mr. J.P Goenka - NIL
Mr.Arvind Goenka- 10%
Mr.B.B Tandon- (-12%)
Mr. K Raghuraman-10%
Mr. O.P Dubey- (-12%)
Mr. S.J Khaitan- 2.5%
Mr. H.S. Shashikumar- NIL
Mr.Akshat Goenka- 215%
Mrs. Runa Mukherjee- NA
Key Managerial Personnel
Mr.Arvind Goenka- 10%
Mr.Akshat Goenka- 215%
Mr. Anurag Jain- 11%
Mr. Pranab Maity- 8%
III. The percentage increase in the median remuneration of employees in the financial year; 22%
IV. The number of permanent employees on the rolls of company; 395 employees as on 31/03/2016
V. The explanation on the relationship between average increase in remuneration and company performance; Average increase in the remuneration of all employees was 10% for the year 2015-16 which is based partly on the result of the Company for the year partly on inflation industry trend and partly on the individual employee’s performance.
VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company The remuneration of Key Managerial Personnel is linked with the performance of the company and their individual performance. The increase in remuneration of Managing Director Chief Financial Officer and Company Secretary was10% 11% and 8% respectively against increase in Net profit by 3%. In case of Akshat Goenka Joint Managing Director increase is higher due to his elevation to Joint Managing Director during the year.

 

VII. Variations in the market capitalisation of the Company 31/03/16 31/03/15
price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which The Company has not made any public offer of securities the Company came out with the last public offer in case of in the last 23 years therefore comparison have not been listed companies and in case of unlisted companies the made of current share price with public offer price. variations in the net worth of the Company as at the close The Company’s Shares are listed on Bombay Stock of the current financial year and previous financial year. Exchange National Stock Exchange and Calcatta Stock Exchange. Market Capitalisation 518.09 463.94
PE Ratio 9.77 9.04
% Increase 12% 185%
By Order of the Board of Directors
Place : New Delhi Arvind Goenka O.P Dubey
Date : 30th May 2016 Managing Director Director

PARTICULARS OF EMPLOYEES PERSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

Sl. No. Name Designation& Nature of Duties Remu- neration (Rs.) Qualification & Total Service Experience (Years) Age (Years) Date of Com- mencement of Employment Last employment held before Joining the Company
Company Designation
(A) EMPLOYED THROUGHOUT THE YEAR
1. Goenka Arvind Managing Director 15742635 B.Com (31) 54 01.10.2009 Duncan Interna- tional India Ltd. Vice President
2 Goenka Akshat Jt. Managing Director 12457400 Graduate in Economics (6) 28 01.01.2010 NA NA
3. Jain Anurag Chief Financial Officer 10585850 B.Sc (26) 49 01.10.1990 NA NA

NOTES:

1. Remuneration has been calculated on the basis of Section 198 of the Companies Act2013 and includes expenditure incurred by the Company on salary and for provision ofbenefits to the employees excluding actuarial valuation of Retirement Benefits.

2. The nature of employment is contractual in case of Director and permanent for allother employees.

3. Mr. Arvind Goenka is related to Mr. J.P. Goenka Chairman of the Board.

4. Mr. Akshat Goenka is related to Mr. Arvind Goenka (Managing Director) and Mr. J.P.Goenka (Chairman)

By Order of the Board of Directors
Place : New Delhi Arvind Goenka O.P Dubey
Date : 30th May 2016 Managing Director Director

ANNEXURE TO DIRECTORS’ REPORT

#CSRStart#

REPORT ON CSR ACTIVITIES/INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

As per the requirment of the Companies Act 2013 Corporate Scocial Policy was draftedby the Company. A Corporate Social Responsibility Committee consists of the followingmembers

Mr. Suman Khaitan Chairman
Mr. Arvind Goenka Member
Mr. K Raghuraman Member

As per the apporved CSR policy following focus areas were identified.

Education Health care and Family welfare Environmental Safty Contribution to GovtFunds and any other activity that may be prescribed as CSR activity as per the Rules ofCompanies Act 2013

Based on the Average Net profit for last three financial years the budgeted CSRexpenditure for the FY 2015-16 was Rs 102.10 lakhs

The Total Amount spent on CSR activities during the year was Rs 103.00 Lakhs

The manner in which the amount spent during financial year is detailed below:

Sr. No. CSR project/ Activity Identified Sector in which the Project is covered Projects/Pro- grammes Amount outlay (budget) project/ programme wise (in Rs.) Amount spent on the project/pro- gramme Sub-heads: Cumula- tive spend upto to the reporting period (in ‘Rs.) Amount spent: Direct/through implementing agency
1. Local area/ other - 1. Direct expenditure on project/pro- gramme.
2. specify the state/ district (Name of the District/s State/s where project/ programme was undertaken) 2. Overheads (in ‘Rs.) Direct:
1 Donation to Dyslexia Trust for educating Dyslexic Children Promoting Education Dyslexia Trust Kolkata West Bengal 250000 250000 250000 Contribution to Dysexia Trust of Kolkata
2 Installation of Hand Pumps for Providing Safe Drinking Water Safe Drinking Water Distt Rewari Haryana 134200 134200 384200 Contribution to PHD Rural Devel- opment Foundation
3 Construction of Toilets in School/College Promoting Education/San- itation/Health Care Govt Schools Distt Rewari Haryana 119405 119405 503605 Contribution to PHD Rural Devel- opment Foundation
4 Construction of Toilets renovation of School/ College Building Edu- cation to underprivileged Children Mid Day Meal etc Promoting Education/San- itation/Health Care In the State of Rajasthan Haryana and Gujarat 3710000 3710000 4213605 Through OCCL CSR Trust New Delhi
5 Renovation of School/ College Building Promoting Education Doondlodh Rajasthan 4125000 4125000 8338605 Through Ram Chandra Goenka Charitable Trust Kolkata
6 Eradicating poverty Promoting Health Care Education for Poor and needy Promoting Education/San- itation/Health Care In the State of Rajasthan Haryana and Gujarat 600000 600000 8938605 Through Oriental Foundation Trust Kolkata***
7 Animal shelter Animal Welfare Gau Raksha Seva Samiti Rewari Haryana 1100000 1100000 10038605 Contribution to Gau Raksha Seva Samiti Rewari
8 Promoting Education / Mid Day Meal Promoting Education Akshya Patra Foundation 250000 250000 10288605 Contribution to Akhsya Patra Foundation NGO

*** The amount transferred to the trust for The Project work to be undertaken

By Order of the Board
Place : New Delhi Arvind Goenka O.P Dubey
Date : 30th May 2016 Managing Director Director

#CSREnd#

ANNEXURE TO DIRECTORS REPORT

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

The Core business of the Company is manufacturing and sales of Insoluble Sulphur avulcanizing agent used in the rubber industry. The Company also manufactures SulphuricAcid and Oleum. Your Company is a global supplier of Insoluble Sulphur and about two thirdof the turnover of your Company is from exports.

INDUSTRY STRUCTURE AND DEVELOPMENTS Insoluble Sulphur

Global demand of Insoluble Sulphur is estimated to be 264000 Mtpa as per NotchReport. Out of the above about 77000 Mtpa demand is in China and 36000 Mtpa demand isin America. Demand in China did not grow on expected line due to anti-dumping duty imposedby USA on import of tyres from China. Out of the 77000 Mtpa demand in China about 50% isfor the globally accepted quality of the product which is manufactured by three companiesin the world including your Company. Therefore the demand for quality Insoluble Sulphurmay be estimated at about 225000 Mtpa. The current demand of Insoluble Sulphur in Indiais estimated at 14500 Mtpa. This is expected to continue to grow in double digits on theback of the following factors: Growth rate of radialisation of Commercial Vehicle tyreswhich is currently at less than one third of the total demand of CV Tyres. India emergingas a hub for exports of tyres.

New Capacities being set up in India for Tyre manufacturing by international playerssuch as Bridgestone Michelin and Yokohama as well as domestic players to cater tointernational market also. The Insoluble Sulphur industry consists of three players whomanufacture internationally acceptable Insoluble Sulphur including Your Company. One ofthe companies is a global Multinational having multi location plants. This playerdominates the international Insoluble Sulphur Market. The other player and your Companyare then similarly placed. However Your Company’s Geographical footprint is wide andencompasses all continents. Other than above there are a few Chinese manufacturers whoare also in the business of Insoluble Sulphur but they are yet to find global acceptance.The gap in quality over the other Chinese suppliers is being maintained by constantendeavor to increase the quality parameters of our product and by introducing customerspecific products.

During the year Sales realization from Insoluble Sulphur was adjusted for sustainedlower prices of Raw Materials and fuels in the international as well as domestic markets.This resulted in decrease in overall sales realization for the year. The expected growthin sales could not be achieved on account of less than expected demand due to globaleconomic slowdown. However the PMT contribution remained unaffected and on expectedlines. Your Company’s focus on China and USA is producing favourable results andduring the next year the Insoluble Sulphur Plants should run at optimum capacityresulting optimization of utility consumption. Other than this the Company is alsoworking continuously to reduce its carbon footprint by reducing utility consumptionthrough process optimization etc.

Your Company is currently in the process of expanding its capacity in two phases thefirst phase of which is expected to be commissioned as per schedule in April 2017.

Sulphuric Acid and Oleum

Sulphuric Acid sales were satisfactory during the year with expected levels of salesrealization and quantity being achieved. Oleum sales remained subdued due to lesserdemand. However there was a good demand of Battery Grade Sulphuric Acid which added tothe overall performance of the division.

The Industry situation remains the same with one dominant manufacturer for whomSulphuric Acid is a by-product controlling the market. The demand for Sulphuric Acidremained normal this year. The Demand is expected to be better in the coming year due toexpected good monsoon and thereby good production of fertilisers where Sulphuric Acidfinds use.

OPPORTUNITIES THREATS RISKS CONCERNS AND OUTLOOK

Opportunities and Outlook:

The outlook for future growth in demand remains at about 3-4% even though growth inChina is expected to be significantly lower due to anti-dumping measures imposed by USAand its own internal economic issues. This is due to shifting of production growth toIndia South East Asia and also USA to some extent. Your Company’s endeavour toestablish significant presence in China and USA are being fruitful and should augur wellfor the additional production from the new capacities coming up in 2017. Being a domesticcompany your Company is having a natural advantage in one of the fastest growing marketfor Insoluble Sulphur in percentage terms. The demand of Insoluble Sulphur in India isstill at a nascent stage (compared to other significant and has significant headroom andopportunity for growth.

Your Company should sustain future growth on the back of its status as a globallyapproved and preferred supplier to tyre majors and increase in Customer base.

Threats Risks Concerns:

The threats and risks to the business of the Company may be in the following areas:

Demand and Sales Realisation:

Demand of Insoluble Sulphur is expected to grow with ratio of Radial Tyres and highperformance and safety tyres to total production growing. Therefore demand threat shallbe significant only if global tyre demand falls significantly. Further redundancy of theproduct is not expected as long as tyre is made from rubber. The Risk of competition fromnew manufacturers mainly from China is met through continuous product and processimprovement to maintain quality and cost advantage over them and through collaborativeefforts with tyre companies to see that their requirements are met. Further hightechnology barrier coupled with exhaustive approval processes of tyre manufacturers actsas a deterrent for entry of new manufacturers. The Company is always in the process ofbroad basing its supplies in terms of customers as well as geographies.

Sales realization may also be affected through exchange rate fluctuation or overallreduction in raw material and commodity prices. The Company safeguards itself throughhedging its Foreign exchange exposure as per its policy in this regard from fluctuationsand in the latter case even though realisations may come down there should be no impacton contributions and margins.

Production and Input Material Related Risks:

Raw material supplies are ensured through maintaining multiple vendors and adequatestocks. Sufficient back up of utilities are maintained to ensure continuous supply. Dueemphasis is laid on safety and preventive maintenance to avoid unnecessary interruptions.Other than the above the Company also engages with its customers closely to understandits requirements any change therein or issues if any with the product.

Your Company has a motivated and dedicated team of employees and also has in placesafety and environmental systems and rigorous preventive and predictive maintenancesystem. This helps in mitigating production related risks.

Competition:

Competion is a risk as well as opportunity. The Company endeavors to be at theforefront of quality and innovation through it’s laboratory base process andcollaborative research efforts which also focuses on streamlining and optimizingproduction process and input costs.

PERFORMANCE OF THE COMPANY

During the year your Company achieved a Profit Before Tax of Rs.6476.32 lakhs andEarning Before Interest Depreciation and Tax of Rs.8676.12 lakhs. Net Profit increasedform Rs 5131.60 Lakhs to Rs.5298.73 Lakhs.

HUMAN RESOURCES

The Company has under its employment 395 officers and workmenas on 31stMarch 2016.

Increase in value of Human Capital through development of individual and collectiveskills and knowledge is essential to any company for its continuous growth. This is moreso in an industry like Insoluble Sulphur where continuous research and development isrequired in order to stay abreast of market expectations. Your Company implements in houseprograms for skill development and updation of competency of its employees on a continuousbasis. Programmes for sharing and internalisation of knowledge within the Company are alsocarried out. Employees are also sent to suitable outside programs to keep them abreast ofthe latest developments in the industry and economy.

Your Company lays great emphasis on building a motivated work force which canparticipate constructively in the growth of the Company. Innovative ideas are regularlyreceived from the officers and staff of the Company many of which were implemented forimprovement in areas of quality cost savings and increased productivity.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Financial Information

i. Fixed Assets: The Gross Capital Assets stood at Rs 32498 lakhs as at 31stMarch 2016 against Rs. 27990 lakhs as at 31st March 2015. (including projectunder implementation)

ii. Inventory: The inventory at the end of the current year stood at Rs.3867 lakhsagainst Rs 3726 lakhs at the end of previous year.

iii. Sundry Debtors: Sundry debtors at the end of the year stood at Rs.4805 lakhsagainst Rs.5149 lakhs at the end of previous year.

Results of Operations (Rupees Lakhs)
2015-2016 2014-2015
Income from Operations (Net of Excise) 27471.72 28257.35
Other Income 568.64 1286.13
Total Income 28040.36 29543.48
Profit before Interest Depreciation and Tax 8676.12 8414.21
Profit before Tax 6476.32 6296.21
Profit after Tax for the current year 5298.73 5131.60

Your Company continues to take steps to optimise costs of production which contributedto the profitability of the Company. The cost saving exercise is an ongoing one withemphasis on savings in energy consumption and cost and reduction of wastes.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company’sobjectives expectations or predictions may be forward looking within the meaning ofapplicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence theCompany’s operations include global and domestic supply and demand conditionsaffecting selling prices of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

#MDEnd#

ANNEXURE TO DIRECTORS REPORT

#CGStart#

CORPORATE GOVERNANCE

1. Company’s Philosophy on Corporate Governance

The salient features of the philosophy on Company’s Corporate Governance hingesupon transparency and ethical practices in professional working environment conducive tooptimal performance with focus on achieving shareholder’s long term value growththrough constant innovation commitment to quality and customer satisfaction whilstexploring new avenues of growth.

2. Board of Directors

a) The Board of Directors consists of nine Directors out of which seven arenon-executive Directors. All the Directors are eminent professionals with experience inBusiness Industry Finance and Law of which five are Non-Executive Independent and oneNominee Director. The Company has a non-executive Chairman.

The composition of the Board satisfies the requirement of Section 149 of the CompaniesAct 2013 ("the Act") and Regulation 17(1) of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The names and categories of Directors the number of Directorships and Committeepositions held by them and also shareholding in the Company are provided below:

Name of Directors Category of Director No. of Director- ships in listed entities including this listed entity No. of mem- berships in Audit / Stakeholder Committee (s) includ- ing this listed entity No. of post of Chairper- son in Audit/ Stakeholder Committee held in listed entities in- cluding this listed entity Relation- ship between directors inter-se No. of Shares held in the Company
Mr. J. P. Goenka Non-Executive (Chairman) 2 - 2 Father of Mr. Arvind Goenka and Grandfather of Mr. Akshat Goenka Nil
Mr. Arvind Goenka Managing Director 3 2 - Son of Mr. J P Goenka and Father of Mr. Akshat Goenka 156252
Mr. Akshat Goenka* Joint Managing Director 1 - - Son of Mr. Arvind Goen- ka and Grand- son of Mr. J P Goenka 100000
Mr. S. J. Khaitan Non-Executive & Independent 4 4 3 No relation- ship inter-se Nil
Mr. B. B. Tandon Non-Executive & Independent 7 6 2 No relation- ship inter-se Nil
Mr. O. P. Dubey Non-Executive & Independent 2 1 2 No relation- ship inter-se Nil
Mr. K. Raghuraman Non-Executive & Independent 6 5 3 No relation- ship inter-se Nil
Mr. H. S. Shashikumar Nominee Director (LIC of India) 1 - - No relation- ship inter-se Nil
Mrs. Runa Mukherjee Non-Executive & Independent 1 1 - No relation- ship inter-se Nil

* Appointed as an Additional Director on 14.05.2015 and as Joint Managing Directorw.e.f. 01.06.2015.

b) During the financial year ended March 31 2016 four Board Meetings were held on May14 2015 July 31 2015 November

09 2015 and February 09 2016 and Annual General Meeting held on July 31 2015. Theattendance details of the Directors are as follows:

Name of the Director Board Meeting Attendance at the last Annual General
Held during tenure Attended Meeting
Mr. J. P. Goenka 4 3 No
Mr. Arvind Goenka 4 4 Yes
Mr. Akshat Goenka 4 4 Yes
Mr. S. J. Khaitan 4 4 Yes
Mr. B. B. Tandon 4 4 Yes
Mr. O. P. Dubey 4 4 Yes
Mr. K. Raghuraman 4 4 Yes
Mr. H. S. Shashikumar 4 4 Yes
Mrs. Runa Mukherjee 4 4 Yes

3. Audit Committee

The Company has a qualified and independent Audit Committee comprising of threeNon-executive Independent Directors.

The Managing Director Jt. Managing Director CFO the Statutory Auditors CostAuditors and Internal Auditors are permanent invitees to the Committee meetings. The Termsof Reference of the Committee include the powers stipulated in Regulation 18(2)(c) therole of the Audit Committee and review of information pursuant to Regulation 18(3) of SEBI(Listing

Obligations and Disclosure Requirements) Regulations 2015 (referred as LODR) . Theterms of reference also confirm the requirements of Section 177 of the Companies Act2013. There were four meetings of the Committee during the year ended March 31 2015 onMay 14 2015 July 31 2015 November 09 2015 and February 09 2016 respectively.

The names of members of Committee their attendance and fees paid are as follows:

Name of Members Chairman/Member No. of Meetings Attended Fees Paid (Rs.)
Mr. O P Dubey Chairman 4 120000
Mr. B B Tandon Member 4 120000
Mr. S J Khaitan Member 4 120000

Mr. Pranab Kumar Maity Company Secretary is the Secretary of the Committee.

4. Stakeholders’ Relationship Committee

The Company has a three member Stakeholders’ Relationship Committee of the Boardof Directors under the Chairmanship of a Non-Executive Director to specifically look intothe redressal of grievances of the investors namely shareholders and fixed depositholders. The Committee deals with grievances relating to transfer of shares non receiptof Balance Sheet or dividend dematerialisation of shares complaint letters received fromStock Exchanges SEBI etc. The Board of Directors has delegated power of approvingtransfer/transmission of shares to the Committee. During the year the Committee met tentimes on May 05 2015 May 14 2015 June 17 2015 July 31 2015 August 19 2015September 17 2015 October 29 2015 November 09 2015 December 14 2015 and February09 2016.

The Details of the Members their attendance and fees paid are as below:

Name of Directors Chairman / Member No. of Meetings Attended Fees Paid (Rs.)
Mr. J. P. Goenka Chairman 3 30000
Mr. Arvind Goenka Member 10 Nil
Mr. S. J. Khaitan Member 10 100000

Mr. Pranab Kumar Maity Company Secretary is the Compliance officer of the Company.

During the year under review there was thirteen complaints received from theshareholders which was duly resolved during the year. No ShareTransfer/Transmissions/issue of Duplicate share certificates were pending as on 31st ofMarch 2016.

5. Corporate Social Responsibility Committee

As required under Section 135 of the Companies Act 2013 the Company has a CorporateSocial Responsibility Committee of the Board of Directors which comprises of twoNon-Executive Independent Directors and one Executive Director under the Chairmanship of aNon-Executive Independent Director. The terms of reference of this Committee are to complywith the requirements of Section 135 of the Companies Act 2013 the Companies (CorporateSocial Responsibility Policy) Rules 2014 and other relevant compliances. During the yearCommittee met twice on May 14 2015 and November 09 2015. The details of the Memberstheir attendance and fees paid are as follows:

Name of Directors Chairman / Member No. of Meetings Attended Fees Paid (Rs.)
Mr. S. J. Khaitan Chairman 2 40000
Mr. Arvind Goenka Member 2 Nil
Mr. K. Raguraman Member 2 40000

6. Nomination & Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors of Companycomprises of three Non-Executive Independent Directors. The terms of reference of thisCommittee include the role of Committee as stipulated in Regulation 19(4) of LODR and alsoconfirm the requirement of Section 178 of the Companies Act 2013. The broad terms ofreference of the Nomination and Remuneration Committee therefore include recommending apolicy relating to remuneration and employment terms of whole time directors seniormanagerial personnel identify persons who may be appointed as directors or in position ofsenior management of the Company preliminary evaluation of every Director’sperformance approval of remuneration and performance bonus of Directors and KMPs Boarddiversity compliance of the code of conduct for Independent Directors referred to inSchedule IV of the Companies Act 2013 Compliance with the Company’s Code of Conductby Directors and employees of the Company reporting non-compliance to the Board ofDirectors and any other matters which the Board of Directors may direct from time to time.

During the year the Committee met once on May 14 2015. The details of the Memberstheir attendance and fees paid are as follows:

Name of Directors Chairman / Member No. of Meetings Attended Fees Paid (Rs.)
Mr. O. P. Dubey Chairman 1 20000
Mr. B. B. Tandon Member 1 20000
Mr. K. Raghuraman Member 1 20000

The Remuneration Policy recommended by the Nomination and Remuneration Committee hasbeen accepted by the Board of Directors of the Company. The Committee also decides onpayment of Performance Bonus and Commission to executive directors and non-executivedirectors respectively. The performance evaluation criteria for non-executive includingindependent directors are laid down by the Committee and taken on record by the Board ofDirectors. The brief outlines of the Remuneration Policy of the Company are as follows:

Remuneration Policy

The objective of the Company’s remuneration policy is to ensure thatCompany’s Directors Key Managerial Personnel and other senior management employeesare sufficiently incentivised for enhanced performance. Following criteria shall befollowed to determine the remuneration payable to Directors Key Managerial personnel(KMP) and other Employees. Remuneration to Executive Directors may be linked with some orall of the following :-

Increase in stakeholder’s wealth

Target achievement in term of sales margin vis-a-vis industry bench mark Overallhealth of organization New initiatives taken and diversification organization bytheOptimum utilization of resources of the organization Long term goal setting of theorganization Industry Pattern Risk Mitigation

Remuneration should be reasonable and sufficient to attract and retain directors ofquality.

Remuneration to Independent Directors:-

Independent Directors are entitled for sitting fees and commission based on theperformance of the Company.

Remuneration to KMP may be linked with some or all of the following:-

Achievement of given targets Increase in stakeholder’s wealth

Improvement made in the processes of the organization People management Optimumutilization of resources of the organization Industry pattern New Initiatives taken

Remuneration to other employees may be linked with some or all of the following:-

Qualification Experience and merits

Initiative in optimization/increase in performance efficiencies Achievements of giventarget Industry Pattern Inflation

Remuneration of Executive Directors and KMPs shall be within such limits as prescribedby the Companies Act 2013 and other statutes as applicable from time to time. In additionto the fixed monthly remuneration Executive Directors and KMPs shall be entitled tocommission/performance bonus as determined by the Board from time to time based on theperformance parameters set in this regard. As a prudent practice at least 25% of thesalary of KMP will be performance linked bonus to be paid at the end of the year based onthe performance during the year.

The aggregate value of salary perquisites commission performance bonus paid to MrArvind Goenka Managing Director is: Salary: Rs. 5100000/- Perquisites: Rs. 5065635/-Contribution to PF and other Fund: Rs.1377000/- Performance Bonus :Rs.4200000/-Total : Rs.15742635/-.

The aggregate value of salary perquisites commission performance bonus paid to Mr.Akshat Goenka Jt. Managing Director is: Salary: Rs. 3967400/- Perquisites:Rs.3948802/- Contribution to PF and other Fund: Rs.1071198/- Performance Bonus:Rs.3470000/- Total : Rs.12457400/-.

Sitting fees paid to Non-Executive Directors for the year 2015 -2016 are as follows:

Mr. J P Goenka Chairman - Rs.120000/- Mr. S J Khaitan - Rs. 410000/- Mr. B BTandon - Rs. 290000/- Mr. O P Dubey - Rs. 290000/- Mr. K Raghuraman - Rs.230000/- Mrs. Runa Mukherjee – Rs.170000 and Mr. H. S. Shashikumar – Rs.120000 (paid to LIC).

The Commission paid to Non-executive Directors for the year 2015 - 2016 which iswithin the limit prescribed in the Companies Act 2013 is as below

Mr. J P Goenka Chairman – Rs.200000/-

Mr. S J Khaitan – Rs.1230000/-

Mr. B B Tandon – Rs.870000/-

Mr. O P Dubey – Rs.870000/-

Mr. K Raghuraman – Rs.690000/-

Mrs. Runa Mukherjee – Rs.510000/- and

Mr. H S Shashikumar – Rs.360000/- (paid to LIC).

7. Risk Management Committee

As per the provision of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has a Risk Management Committee of the Boardof Directors which comprises of two Non-Executive Independent Directors and one ExecutiveDirector and two senior employees of the Company under the Chairmanship of a Non-ExecutiveIndependent Director. During the year Committee met once on November 09 2015.

The details of the Members their attendance and fees paid are as follows:

Name of Directors/Employees Chairman / Member No. of Meetings Attended Fees Paid (Rs.)
Mr. K. Raguraman Chairman 1 20000
Mrs. Runa Mukherjee Member 1 20000
Mr. Akshat Goenka Member 1 Nil
Mr. Vijay Sabarwal Member 1 Nil
Mr. Muneesh Batta Member 1 Nil

8. Independent Directors Meeting

During the year under review the Independent Directors met on February 9 2016interalia to discuss:

i. To review the performance of non-independent directors and the Board as a whole.

ii. To review the performance of the Chairperson of the company taking into accountthe views of executive directors and non – executive directors.

iii. To assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties

9. Directors

Mr. H S Shashikumar was appointed as Nominee Director by LIC of India on the Board ofDirectors of the Company on 11.11.2013. Mr. Shashikumar retires by rotation in the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The briefresume of Mr. H S Shashikumar is given below: Mr. Shashikumar aged about 54 years isDirector (Management Development Centre) of LIC of India Mumbai. His career in LICstarted in 1984 when he joined as a Direct Recruit Officer and has since worked on variousassignments in different verticals and across geographies. He has worked as Sr. DivisionalManager of MDO 2 & MDO 3 General Manager LIC (SBU-Estate) Central Office andExecutive HFIL Secretary(Mktg.) Central Office Chief (P&GS) Central OfficeDirector Health Insurance Central Office Hyderabad. He is not a Director in any othercompany.

10. General Body Meetings

Location Dates & Time and Venue of last three Annual General Meetings held:

Year Date & Time Venue
2014-2015 31.07.2015 10.30 A.M ICC Auditorium (10th Floor)
Indian Chamber of Commerce
ICC Towers 4 India Exchange Place
Kolkata – 700 001
2013-2014 30.07.2014 10.30 A.M Williamson Magor Hall (1st Floor)
The Bengal Chamber of Commerce & Industry
6 Netaji Subhas Road Kolkata-700 001
2012-2013 26/07/2013 11.00 A.M Williamson Magor Hall (1st Floor)
The Bengal Chamber of Commerce & Industry
6 Netaji Subhas Road Kolkata-700 001

Six special resolutions and one special resolution were passed on 30th July2014 and 31st July 2015 respectively. During the year under review neitherany resolution was put through postal ballot nor is any resolution proposed to beconducted through postal ballot in the ensuing Annual General Meeting.

11. Code of Conduct

(a) The Board of Directors of the Company has laid down a comprehensive Code of Conductfor all its board members Key Managerial Personnel and senior management personnel.

(b) The code of conduct of the Company has been posted on the website of the Company.

(c) The affirmation of compliance of code of conduct for the year 2015-16 has beenreceived from all the board members Key Managerial Personnel and senior managementpersonnel.

12. Disclosures

(i) Disclosure on materially significant related party transactions i.e. transactionof the Company of material nature with its promoters the Directors or the managementtheir subsidiaries or relatives etc. that may have potential conflict with the interestof the Company at large:

No such transaction took place during the year ended 31st March 2016.

(ii) Disclosure by Senior Management in accordance with Regulation 26(5) of LODR:

The Senior Management of the Company has confirmed to the Board of Directors that theydo not have any personal interest relating to material financial and potential conflictwith the interests of the Company at large.

(iii) Disclosure on compliance of law:

The Company has complied with the mandatory requirements of the Stock Exchanges SEBIand other statutory authorities on all matters related to capital markets during the lastthree years. No penalties or strictures were imposed by SEBI Stock Exchanges or anystatutory authorities on any matter related to capital markets during the last threeyears.

(iv) Vigil mechanism / Whistle Blower Policy:

The Company has a Vigil mechanism/ Whistle Blower Policy which is posted on the websiteof the Company for its directors and employees to report their concerns about theCompany’s working or about any violation of its policies and no personnel are beingdenied any access to the Audit Committee.

(v) Code for prevention of Insider Trading Practices

In compliance with SEBI (Prohibition of Insider Trading) Regulation 2015 (hereinafterreferred to as "Regulation") the Company has in place a comprehensive code ofconduct for its Directors and Senior Management Personnel. The code lays down guidelineswhich advises them on procedures to be followed and disclosures to be made while dealingwith the shares of the Company. Also the Board has adopted Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information as requiredunder Regulation 8 read with Schedule A of Regulation.

Mr. Pranab Kumar Maity Company Secretary is the Compliance Officer who also acts asthe Chief Investor Relations Officer.

(vi) Certificate from the Managing Director and Chief Financial officer

In terms of Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 a Certificate from Mr. Arvind Goenka Managing Director and Mr.AnuragJain Chief Financial Officer for the financial year ended 31st March2016 was placed before the Board of Directors of the Company in its meeting held on 30thMay 2016.

(vii) Sexual Harassment Policy

The Company has in place an Anti Sexual Harassment policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 covering all employees of the Company.

Internal Complaint Committee set up for the purpose did not receive any complaints forredressal during the year.

(viii) Details of compliance with mandatory requirements and adoption of non-mandatoryrequirement.

The Company has complied with all the Mandatory Requirements. The applicable NonMandatory Requirements will be implemented by the Company as and when required and/ordeemed necessary by the Board.

13. Means of Communication

In compliance with Clause 47 of the SEBI (Listing Obligation and DisclosureRequirements) 2015 the Company sends the quarterly / half yearly / audited results to theStock Exchanges. Results are published in the Business Standard (all editions) and ArthikLipi (Bengali). Quarterly Information and details of the Company in all respects areposted on the Company’s website: www.occlindia.com. The Company has made severalpresentations to Investor which were informed to the Stock Exchanges as well as posted onthe Company’s website.

14. Subsidiary

The Company has only one listed subsidiary company namely Schrader Duncan Limited withits Board having the rights and obligations to manage the Company in the best interest oftheir stakeholders.

Management Discussion & Analysis Report forms part of the Annual Report.

SHAREHOLDER INFORMATION

a. Annual General Meeting :

Date and Time : 22nd July 2016 at 10.30 A.M.
Venue : ICC Auditorium (10th Floor) Indian Chamber of Commerce
ICC Towers 4 India Exchange place Kolkata – 700 001

b. Financial Calendar (tentative and subject to change):

The unaudited / audited financial results of the Company for following quartersending/year ending will be published on or before the dates mentioned against therespective period:

For the Quarter ending 30th June 2016 (Unaudited) : 14th August 2016
For the Quarter ending 30th September 2016 (Unaudited) : 14th November 2016
For the Quarter ending 31st December 2016 (Unaudited) : 14th February 2017
For the Year ending 31st March 2017 (Audited) : 30th May 2017
Annual General Meeting for the year ending 31st March 2017 : End of July 2017

 

c. Date of Book Closure : 16th July 2016 to 22nd July 2016 (both days inclusive)
d. Dividend will be paid on and from : 2nd August 2016.

e. List of Stock Exchanges where shares are listed :

The Shares of the Company are listed with the following Stock Exchanges with the stockcode mentioned there against:

Stock Code/Symbol
1. The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata - 700 001 25065
2. BSE Limited 506579
Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001
3. National Stock Exchange of India Ltd. OCCL
Exchange Plaza Badra Kurla Complex Bandra (E) Mumbai – 400 051

The Equity Shares of the Company got listed and admitted for dealing on National StockExchange of India Limited with effect from January 27 2016. The Company is in process ofdelisting its equity shares from The Calcutta Stock Exchange Limited.

g. Market Price Data

a) The monthly high and low quotations (in Rs.) during the last financial year on BSELimited (BSE) and National Stock Exchange (NSE) (w.e.f. January 2016) are given below:

Month High Low Close
BSE NSE BSE NSE BSE NSE
April 2015 569.80 - 443.50 - 463.90 -
May 2015 510.00 - 445.00 - 463.80 -
June 2015 528.50 - 453.00 - 487.80 -
July 2015 550.00 - 477.00 - 535.50 -
August 2015 675.00 - 525.00 - 600.75 -
September 2015 604.50 - 522.00 - 553.75 -
October 2015 586.00 - 500.00 - 552.25 -
November 2015 570.25 - 510.00 - 560.75 -
December 2015 578.00 - 523.00 - 568.00 -
January 2016 614.00 555.00 490.25 480.00 527.75 510.15
February 2016 540.00 554.00 385.00 374.90 395.00 395.00
March 2016 508.70 581.00 391.00 391.50 503.20 506.15

So far as monthly high and low quotations on The Calcutta Stock Exchange Limited areconcerned there was no trading during the year under review. b) Performance of the priceof the Company’s shares on BSE/NSE vis-a-vis BSE Sensex/NSE Nifty during the periodunder review is given below:

Month Sensex/Nifty (Close) Share Price (Close) No. of Shares Traded
BSE NSE BSE NSE BSE NSE
April 2015 27011.31 8181.50 463.90 - 141908 -
May 2015 27828.44 8433.65 463.80 - 64626 -
June 2015 27780.83 8368.50 487.80 - 124610 -
July 2015 28114.56 8532.85 535.50 - 160507 -
August 2015 26283.09 7971.30 600.75 - 913465 -
September 2015 26154.83 7948.90 553.75 - 112281 -
October 2015 26656.83 8065.80 552.25 - 109457 -
November 2015 26145.67 7935.25 560.75 - 56247 -
December 2015 26117.54 7946.35 568.00 - 72065 -
January 2016 24870.69 7563.55 527.75 510.15 105561 3233
February 2016 23002.00 6987.05 395.00 395.00 67621 40960
March 2016 25341.86 7738.40 503.20 506.15 72989 39473

h. Address for Correspondence for Share transfer and related matters:

All application for Transfer of Shares dematerialisation of shares and other relatedmatters may be sent to M/S LINK INTIME INDIA PRIVATE LIMITED Registrar & ShareTransfer Agent of the Company for both physical shares and electronic connectivity at thefollowing address :

Link Intime India Private Limited 59 C Chowringhee Road 3rd Floor Kolkata - 700 020Phone - 033-2289 0540 Telefax- 033-2289 0539 E - mail: kolkata @ linkintime.co.in

i. Share Transfer System

All physical shares lodged with the Company or the Registrar and Share Transfer Agentof the Company M/s Link Intime India Private Limited for transfer together with validtransfer deed were processed and returned to the shareholders within the stipulatedperiod. In case of bad deliveries relevant documents were returned immediately.

j. Dematerialisation of shares

94.91% of total Subscribed & Paid-up Equity Shares are held in dematerialised formwith NSDL and CDSL as at 31st March 2016. The ISIN No. of the Company for theCompany’s shares in demat segment is INE 321D01016. Members can hold shares inelectronic forms and trade the same in Depository system. However they may hold the samein physical form also.

k. Outstanding GDRs/ADRs/Warrants or any convertible instruments conversion date andlikely impact on equity: Nil

l. Shareholding pattern (as on 31st March 2016)

Category No. of Shares held % of Shareholding
Promoters (persons acting in concert) 5255243 51.04
Mutual Funds 695223 6.75
Financial Institutions/Banks 1680 0.02
Insurance Companies 665958 6.47
Indian Public 2804213 27.24
Bodies Corporate 576056 5.59
NRIs 130148 1.26
HUF/Trust 145701 1.42
Clearing Member/Market Maker 21840 0.21
Total 10296062 100.00

m. Distribution of shareholding as on 31st March 2016 is given below:

Category No. of Holders % No. of Shares %
1 to 500 12853 94.18 1096931 10.65
501 to 1000 383 2.81 295715 2.87
1001 to 2000 198 1.45 288236 2.80
2001 to 3000 70 0.51 180699 1.76
3001 to 4000 21 0.16 75357 0.73
4001 to 5000 25 0.18 117951 1.15
5001 to 10000 53 0.39 410200 3.98
10001 and above 44 0.32 7830973 76.06
Total 13647 100.00 10296062 100.00

 

n. Plants Location 1. Plot 3 & 4 Dharuhera Industrial Estate
P.O. Dharuhera Distt. Rewari - 122 106 Haryana
2. Survey No. 141 Paiki of Mouje
SEZ Mundra Village & Taluka - Mundra
Dist. Kutch-370421 Gujarat
o. Address for Correspondence Registrar and Share Transfer Agent (For share and dividend related queries)
Link Intime India Pvt. Ltd.
59C Chowringhee Road 3rd Floor Kolkata – 700 020
Telephone Nos. (033) 2289 0539/40
Fax – (033) 22890539
Email: Kolkata@linkintime.co.in
Company
(For any other matter and unresolved complaints)
Oriental Carbon & Chemicals Ltd
Duncan House 31 Netaji Subhas Road Kolkata - 700 001
Phone No 033-22306831
Fax No 033-22434772
E-mail: pranab@occlindia.com
p. E-mail of Compliance Officer of the Company which is designated exclusively for the purpose of registering complaints by investors investorfeedback@occlindia.com
q. Website http://www.occlindia.com

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