The Directors have pleasure in presenting the Fifty-eighth Annual
Report and the Audited Accounts for the financial year ended 31
Financial Highlights (Rs. in lacs)
Year ended Year ended
Income from operations 31,522.68 28,517.24
Profit before Interest, Depreciation &
Tax 5,016.25 4,186.91
Depreciation 538.04 474.46
Interest 17.79 10.15
Profit Before Tax 4,460.42 3,702.30
Provision for tax 1,285.31 944.67
Net Profit 3,175.11 2,757.63
Profit & Loss Account brought forward 6,610.91 12,605.69
Profit available for appropriation 9,786.02 15,363.32
Proposed dividend 4,360.23 7,293.47
Tax on Dividend distributed 797.36 1,183.18
Transfer to General Reserve 317.51 275.76
Carried to Profit & Loss Account 4,310.92 6,610.91
Earnings Per Share of Rs.10/-
Basic and diluted EPS before extra
ordinary items (not annualized):Rs. 40.05 34.78
Basic and diluted EPS after extra
ordinary items (not annualized):Rs. 40.05 34.78
The sales atRs.3031 Mio. for the year ended 31 December 2013 registered
11 % growth over the sales of Rs. 2732 Mio. for the previous year ended
31 December 2012. In terms of sales quantity, the tonnage sold during
the year ended 31 December 2013 increased by 5% over the previous year.
Despite the hardening of raw material prices and weakening of the
Indian Rupee, the Company''s margins improved due to efficient sales
price management and raw material cost optimizations.
Company''s efforts on reducing costs of its operation and other
administrative costs yielded positive results and helped in registering
a better profit return, both before and after tax. The Profit before
Tax stood at Rs. 446 Mio. and Profit after Tax was reported atRs.370 Mio.
Share Capital Audit as per the directives of the Securities and
Exchange Board of India is conducted on a quarterly basis by V.R.
Associates, practicing Company Secretaries. The Share Capital & Audit
Reports are duly forwarded to BSE Ltd. where the equity shares of the
Company are listed. During the year ended 31 December 2013, there was
no change in the issued and subscribed capital of the Company, the
outstanding capital as on 31 December 2013 was Rs.79.3 Mio. comprising of
7.93 Mio. shares of Rs. 10/- each.
The Directors are pleased to recommend a dividend of Rs. 55/- per equity
share of Rs. 10/- each, for the year ended 31 December 2013.
During the year under review, Mr. Pradeep Mallick resigned from the
position of the Director of the Company with effect from 29 April 2013
and Mr. Ranjal Laxmana Shenoy was appointed as an Additional Director
with effect from 28 October 2013.
Mr. Rajeev Bhide resigned from the post of Managing Director of the
Company with effect from 31 December 2013.
Mr. Ravindra Kumar was appointed as the Managing Director with effect
from 01 January 2014.
As per the requirement under the Listing Agreement, particulars of
Directors seeking re-appointment at the ensuing Annual
General Meeting form part of the Notice of the meeting.
None of the Directors is disqualified from being appointed as or
holding office as Directors, as stipulated under Section 274 of the
Companies Act, 1956.
The Company is committed to have robust governance policies &
procedures for maintaining transparency, accountability & integrity in
the functioning of the Company. To live up to the same, it has
effective management team and adequate financial & human resources in
place. With frequent reviews, the Board of Directors supports the
Company by lending its expert advice.
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report, Report on Corporate Governance and the
Auditors'' Certificate regarding compliance of the same form an integral
part of this Annual Report.
Change in address of Registered Office of the Company.
The Company''s Registered Office has been shifted from ''Beck House,
Damle Path, Off Law College Road, Pune 411004'' to ''147, Mumbai-Pune
Road, Pimpri, Pune 411018'' with effect from 22 January 2013.
Corporate Social Responsibility
The Company continued with its efforts in terms of giving back to the
society by contributing to certain social causes like:
- Donation of Rs. 5 lakhs to help the re-settlement and welfare of the
victims afflicted by unprecedented floods witnessed by Uttarakhand
- Donation of 100 aprons to ITI, Chinchwad
- Donation of desks, benches & bunk beds to child labour rehabilitation
school at Hunsur, Dist. Mysore, Karnataka, an initiative taken at the
behest of ALTANA AG.
The Company''s employees also in their individual capacities contributed
voluntarily to various social causes like:
- Donation of used clothes in a cloth collection drive named ''Vastra
Bhet'' planned by ''SWaCH'', an organization which is a wholly owned
co-operative of self-employed waste pickers & waste collectors.
- One day salary contribution towards re-settlement and welfare of the
victims afflicted by unprecedented floods in Uttarakhand Listing on BSE
The Company''s shares are listed on BSE Ltd.
Directors'' Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, after due
inquiry and on the basis of the information received from the operating
management and relying upon the report of the Auditors regarding
compliance with the Accounting Standards, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with appropriate
explanations relating to material departures.
2. The accounting policies have been consistently applied, and
reasonable and prudent judgment and estimates have been made so as to
give a true and fair view of the state of affairs of the Company as at
31 December 2013, and the profit for the year ended on that date.
3. 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
preventing and detecting fraud and other irregularities.
4. The annual accounts have been prepared on a going concern basis.
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed cost audit of the accounts to be maintained
by the Company with regard to its products. Dhananjay V Joshi &
Associates, Cost Accountants, have been re-appointed as Cost Auditors
of the Company for the year 2014 in the meeting of Board of Directors
held on 26 February 2014, subject to the approval of the Central
Government, if required, to conduct an audit of the cost accounting
records maintained by the Company. The Cost Audit Report for the
financial year ended 31 December 2012 which was due for filing on 29
June 2013, was filed with MCA on 26 June 2013.
The Statutory Auditors, BSR & Co. LLP, Chartered Accountants, Pune,
retire at the forthcoming Annual General Meeting and are eligible for
re-appointment. The Board and Audit Committee recommend the
re-appointment of BSR & Co. LLP, as Statutory Auditors of the Company,
to hold office as such from the conclusion of the forthcoming Annual
General Meeting until the conclusion of the next Annual General
Meeting. The Company has received a letter from retiring Auditors to
the effect that their re-appointment, if carried out, would be within
the prescribed limits under Section 224(1B) of the Companies Act, 1956.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information as required by the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, relating to Conservation
of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo,
is given in Annexure A to this report.
The Company has taken the initiative of going green and minimizing the
impact on the environment. The Company has been circulating the copy of
its Annual Report and other shareholders'' communication, if any, in
electronic format to all those Members whose email address is available
with the Company. The Company would also encourage other Members to
register themselves for receiving Annual Report and other communication
in electronic form. Members are requested to refer the contact details
and ways to register the email address given under the heading ''Request
for the Members'' at the end of the Notice of the Annual General
Meeting. Sexual Harassment of Women at Workplace
There were no cases of sexual harassment filed during the year under
review, in terms of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Compliance on Minimum Public Shareholding
In order to be compliant with the SEBI requirement on minimum public
shareholding, necessary steps have been taken by the Company for ''Offer
for Sale'' to the public on BSE Ltd., for 269,109 equity shares of f 10
each, aggregating to 3.39% of the total paid up equity share capital of
the Company. With the step contemplated, the Company is certain about
meeting the compliance of the mandatory requirement of SEBI on minimum
public shareholding. Particulars of Employees
Information to be provided under Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, is
given in Annexure B forming part of this report. Industrial Relations
The Company has reached amicable wage settlements with its workmen at
Pimpri and Ankleshwar in 2013. These wage settlements, which are for a
three years period from 1 January 2013 to 31 December 2015, were
negotiated separately for the two sites on the basis of Region cum
Industry principle. The beneficiary employees at both sites have
expressed their satisfaction with the quick and progressive settlement.
During the year under review, industrial relations continued to remain
The Board wishes to place on record its appreciation to all employees
for their continued contribution to the performance of the Company. The
Board would also like to register its sincere appreciation to the
contribution made by its Members.
For and on behalf of the Board
Mumbai Suresh Talwar Ravindra Kumar
26 February 2014 Director Managing Director