The Directors are pleased to present Annual Report of your Company
together with the Audited Statement of Accounts and the Auditors''
Report of your Company for the financial year ended 31'' March, 2013.
The summarized financial results for the year ended 31 March, 2013,
are as under: .
Particulars Current Year Previous Year
Rs. in lakhs Rs. in lakhs
Profit before Interest and Depreciation 4,151 1,866
Less: Interest 0 0
Profit Before Depreciation 4.151 1,866
Less: Depreciation 668 681
Profit before Tax 3,483 1,185
Tax 1,212 792
Deferred Tax Liability -77 -354
Net Profit after Tax 2,348 747
Balance brought forward from previous year 6,354 5,607
Balance available for appropriation 8,702 6,354
Interim Dividend paid 459 0
Dividend Tax 74 0
General Reserve 240 0
Balance to be carried forward 7,929 6,354
During the year under review, the Company achieved normalcy in
operations after the Chlorine Gas leak which had adversely affected it
in the previous year. Thus, production of Caustic Soda Lye in 2012-13
was higher at 36,151 MT as against 27,661 MT during the previous year,
an increase of 30.69%. Consequently, there was an increase in the
volume of sales achieved to 34,695 MT, up by 32.35%, as compared to
26,214 MT in 2011-12.This, along with the overall favourable market
conditions, enabled the Company to achieve an all-time high PBT of
Rs.34.83 crores in the year under review.
During the year under review, your Board of Directors had declared an
interim dividend of Rs.5 per equity share (being 100 %) for the
financial year 2012-13. Having regard to the substantial interim
dividend paid, your Board do not recommend any final dividend for the
year. The total amount of dividend paid for the year ended 31''
March, 2013 amounts to Rs.4,58,58,485.
During the year under review, the Company did not raise funds by way of
fixed deposits from the public and hence, no amount of principal or
interest was outstanding as on the balance sheet date.
In accordance with Sections 255 and 256 of Companies Act, 1956 and the
Company''s Articles of Association, the following Directors retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting: l.Shri N. Ganga Ram 2.Shri T.
The present Auditors of the Company, M/s. Deloitte Haskins & Sells,
hold office until the conclusion of the ensuing Annual General Meeting
and are eligible, to be reappointed. A Certificate has been received
from the Auditors to the effect that their re-appointment, if made,
will be within the limits prescribed under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act. The
Directors accordingly recommend the re-appointment of M/s Deloitte
Haskins & Sells as Auditors of the Company for the year 2013-14.
In conformity with the directives of the Central Government, the
Company has appointed Shri A. Madhavan, Cost Accountant, No: 9. Dr.
Ranga Road, Mylapore, Chennai - 600 004, as the Cost Auditor under
Section 233B of the Companies Act, 1956, for the audit of cost accounts
in respect of the chemicals manufactured by the Company for the year
ended 31 '' March 2013.
The Cost Audit report for the previous year ended 31 '' March 2012 was
to be filed on or before 30 September 2012 and subsequently, the due
date was extended till 28 February 2013. The Company has duly filed the
Cost Audit Report for the year, before the extended due date, on 15
The Company has no employees, attracting the provisions of Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217 [2AA] of the Companies Act, 1956, the
Board of Directors hereby confirm:-
(i) That in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) That the Directors had prepared the Annual Accounts on a
RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND CONSERVATION OF
As per Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, every Company shall disclose particulars about
Conservation of energy, Technological absorption etc. In compliance
with the said Rule, the Company has an in-house Research Development
Department, where the main areas of focus are Energy Conservation,
Process Upgradation and Environmental Preservation. The Ministry of
Science and Technology, Department of Scientific and Industrial
Research, Government of India, has recognized the Company''s in-house
R & D facilities, and the Ministry''s renewal permission is valid upto
31st March 2014.
The Company has a sophisticated laboratory qualified by DuPont, USA,
for the analysis of Chlor-Alkali brine. Brine from the various Chlor
-Alkali industries in India is being analysed at your CAL-QA
Corporate Governance involves regulatory and market mechanisms, and the
roles and relationships between a Company''s management, its Board, its
shareholders and other stakeholders, and the goals for which the
company is governed.
Pursuant to Clause 49 of the Listing Agreement, the Company has been
conscientiously following the Corporate Governance norms prescribed by
the Securities and Exchange Board of India [SEBI]. The Report on the
status of the Compliance of Corporate Governance Guidelines of SEBI,
together with the Auditors'' Certificate is attached as an Annexure to
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance Certificate issued by a Practicing Company Secretary is
Industrial relations continue to remain cordial.
The Directors thank all the shareholders, customers, dealers,
suppliers, bankers, financial institutions and all the other business
associates for their continued support to the Company and the
confidence reposed in its Management. The Directors also thank the
Government authorities for their understanding and co-operation. The
Directors wish to record their sincere appreciation of the significant
contribution made by the employees of the Company at all levels to its
profitable and successful operations.
For and on behalf of the Board of Directors
Place : Chennai C.S.Ramesh Suresh Krishnamurthi Rao
Dated : 11th April, 2013 Director Chairman