The Directors have pleasure in presenting the 37th Annual Report on
the business and operations of your Company together with Audited
Financial Statements for the year ended 31st March, 2012.
(Rs.In lakhs)(Rs.In lakhs)
Turnover of Sales 16,881.16 14,679.35
Less: Excise Duty 1,683.95 1,454.88
Net Sales 15,197.21 13,224.47
Profit Before Tax 801.05 817.88
(Less): Deferred Tax_ (32.82) (25.71)
Less: Provision for Taxation (103.98) (144.80)
Profit after Tax 664.25 645.48
Add: Balance as per last year_: 2,314.31 1,872.59
Add : Transfer from Revaluation Reserve 1.89 1.89
Total 2,980.45 2,519.97
General Reserves 70.00 65.00
Set off of Dividend Tax in respect
of dividend from Subsidiary (22 18) (18 27)
Proposed Dividend 149.47 136.75
Tax on Proposed Dividend Nil 22.18
Dividend on Shares issued
on Amalgamation - -
Balance carried to Balance Sheet 2,783.16 2,314.30
Total 2,980.451 2,519.90
Your Company has recorded an increase in Sales of 14.92% with an
increase in profit after tax (PAT) by 2.91 %. The Earning per Share
(EPS) increased to Rs. 10.44 as at 31st March, 2012 from Rs. 10.15 at the
end of the previous fiscal year. A separate section on Management
Discussion and Analysis follows in this annual report where in the
Company Performance, Industry Environment, Economy, and the other
aspects of your company''s business are highlighted.
The Board of Directors recommends a dividend of Rs. 2.35 per Equity Share
(Previous year Rs. 2.15) for the financial year ended 31st March, 2012.
The total outflow on account of dividend amount to Rs. 149.47 Lakhs. The
Company has also transferred the amount of Rs. 70 Lakhs (Previous year Rs.
65 Lakhs) from its current year''s profit to General Reserves.
SAFETY, HEALTH, ENVIRONMENT, AND QUALITY (SHEQ)
Your Company follows an integrated SHE-Q Management System under which,
the Tarapur plants are ISO 9001, ISO 14001, OHSAS 18001 and ISO/TS
16949 certified. The corporate office and the Baddi and Dudhwada plants
are ISO 9001 certified and the Company is in process to obtain ISO
14001 and OHSAS 18001 for its Baddi and Dudhwada Plant.
The Company has accepted deposits from the public as per the Section
58A of the Companies Act, 1956 and the Companies (Acceptance of
Deposits) Rules, 1975. There were no dues and unclaimed deposits during
the year under review.
In accordance with the Articles of Association of the Company, Mr.
Mahendra K. Ghelani and Mr. Ashwin R. Nagarwadia, Directors of the
Company, are liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Ministry of Corporate Affairs vide their Letter no.
5/12/2007-CL-lll dated 8th February, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 for
publication of the Accounts of subsidiary companies , subject to
fulfillment of certain conditions. In view of the same, your company is
also exempted from publication of the accounts of its subsidiaries
under the provisions of Section 212 of the Companies Act, 1956. The
Annual Accounts of the Subsidiary Companies and related detailed
information will be made available to shareholder seeking such
information at any point of time and the Annual Accounts of the
Subsidiary Companies will be available for inspection at the registered
office of the Company. The statement as required under Section 212(1
)(e) of the Companies Act, 1956 and the statement containing the
details of the Subsidiary Companies as required to be given as per the
above exemption letter are enclosed herewith and forms part of this
Further, as stipulated by Clause 32 of the Listing Agreement and as per
the conditions stated in the above letter, the Company, in accordance
with the requirements of Accounting Standard 21 and Accounting Standard
27 on consolidated Financial Statements read with Accounting Standard
23 on Accounting for Investments in Associates, has prepared the
Consolidated Financial Statements for the year ended 31st March, 2012
and the same is attached to this Annual Report.
The Statutory Auditors of your Company M/s. Kastury & Talati, Chartered
Accountants, Mumbai who were appointed as Auditors to hold office until
the conclusion of the ensuing Annual General Meeting are eligible for
re-appointment. The Company has received the Certificate from them to
the effect that their appointment, if made, would be within the
prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.
DISCLOSURE UNDER SECTION 274(1) (g)
None of the Directors of the company are disqualified for being
appointed as Directors as specified under Section 274(1 )(g) of the
Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.
CODE OF CONDUCT
The Company has introduced the Code of Conduct as per revised clause 49
of the Listing Agreement applicable to all the Directors and Senior
Management of the Company. Pursuant to said regulation, the Company has
received a confirmation from all the Directors and Senior Management of
the Company about the compliance of the said code of conduct during the
financial year ended 31st March, 2012.
A separate report on Corporate Governance is attached as a part of the
Annual Report along with the Auditor''s Statement on its compliance.
CORPORATE SOCIAL RESPONSIBILITY
Your Company continued its CSR initiatives. Please refer to the Report
on Corporate social Responsibility for more information on these
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors give hereunder Director''s Responsibility Statement
pertaining to the accounts of the Company
i) that in preparation of the Annual Accounts for the year ended 31st
March, 2012, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;
ii) that the directors had selected such accounting policies and
applied consistently and made judgments and estimates that were
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year ended 31st
March, 2012 and the profit of the Company for the year under review;
iii) that proper and sufficient care has been taken 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 annual accounts for the year ended 31st March, 2012 have
been prepared on a ''going concern basis''.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT GO
The prescribed particulars Under Section 217(1) (e) of the Companies
Act, 1956 relating to Conservation of Energy, Technology Absorption and
Foreign Exchange and outgo are furnished in Annexure to this Report.
PARTICULARS OF EMPLOYEES
None of the employees is covered under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 as amended.
Your Board takes this opportunity to thank the customers, vendors,
shareholders and bankers for the faith reposed in the Company. Your
directors also place on record their sincere appreciation of the
contribution of its employees for their competence, hard work and
For and on behalf of the Board of Directors
of Chembond Chemicals Limited
Dr. Vinod D. Shah
Date: 28th July, 2012