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Finolex Industries Directors Report, Finolex Ind Reports by Directors
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Finolex Industries
BSE: 500940|NSE: FINPIPE|ISIN: INE183A01016|SECTOR: Petrochemicals
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« Mar 10
Directors Report Year End : Mar '11
The directors have pleasure in presenting their thirtieth annual
 report and audited accounts for the year ended 31st March, 2011.
 
 Financial Results                                (Rs. in lakhs)
 
                                       2010-2011       2009-2010
 
 Profit before depreciation & 
 finance charges                        24904.45        28224.73 
 
 Less :
 
 Finance charges                         5966.28         4660.66
 
 Profit before depreciation and 
 taxation                               18938.17        23564.07 
 
 Deductions for:
 
 i) Depreciation                         7442.91         6167.41
 
 ii) Provision for taxation              3878.16         4164.28
 
 Profit after depreciation and 
 taxation                                7617.10        13232.38 
 
 Add :
 
 Surplus of profit and loss 
 account of earlier year                 8429.44         3551.06
 Appropriations:
 
 (i) General reserve                     2000.00         2000.00
 
 (ii) Debenture redemption 
 reserve                                 1500.00         2000.00
 
 (iii) Proposed dividend                 3721.00         3721.00
   
 (iv) Tax on dividend                     633.00          633.00
 
 Balance carried over to the 
 balance sheet                           8192.54         8429.44
 
 Operations
 
 The operational performance is summarised below:
 
                                       2010-2011       2009-2010
 
 Income                                222101.07       161194.15
 
 Profit before tax                      11495.26        17396.66
 
 Profit after tax                        7617.10        13232.38
 
 PVC Resin
 
 Production             - in (MTs)        270124          249867
 
 Sale
 
 (excluding 
 interdivisional)     : - in (MTs)        171460          138819
 
                        - in Rs. lakhs  89074.07        64547.06 
 
 PVC Pipes and Fittings
 
 Production             - in (MTs)        140056          114520
 
 Sale                   - in (MTs)        138322          112789
 
                        - in Rs. lakhs  90563.83        72004.20 
 
 Power
 
 Production             - in (MW)         258182             Nil
 
 Sale (including 
 interdivisional)       - in (MW)         244614             Nil
 
                        - in Rs. lakhs  11475.64             Nil
 
 Dividend
 
 Your directors have recommended dividend on equity shares @ 30% (Rupees
 3.00 per equity share) for the financial year ended 31st March, 2011.
 The proposed dividend (including corporate dividend tax) will absorb
 Rs.4354 lakhs.
 
 Finance
 
 The interest and finance charges for the year were Rs. 5966.28 lakhs as
 against Rs.  4660.66 lakhs for the previous year.
 
 Corporate Governance
 
 Pursuant to clause 49 of the listing agreements entered into with the
 stock exchanges, a separate section on corporate governance and a
 certificate obtained from the auditors of the Company regarding
 compliance with the conditions of corporate governance are forming part
 of this annual report.
 
 Employee Stock Option Scheme
 
 During the year, the Company has not issued any stock options.
 
 Establishment of PVC pipes & fittings manufacturing plant in the State
 of Gujarat
 
 At the Vibrant Gujarat Summit, 2011 held in Ahmedabad on 13th January,
 2011, your Company has entered into a Memorandum Of Understanding with
 the Government of Gujarat for establishing a Rigid PVC Pipes & fittings
 manufacturing plant at Village Masar, District Vadodara, State of
 Gujarat with 50000 M.T. capacity per annum. The projected capital
 outlay for the same is Rs.100 crore. Your Company expects to commence
 commercial production before end of financial year 2011-12. After
 commissioning of the project, considering ever increasing demand for
 PVC pipes, your Company would explore the possibility of capacity
 expansion of the Masar plant in future.
 
 PVC Pipes & Fittings
 
 During the year, your Company has sold 138322 Metric Tons of PVC Pipes
 and Fittings.
 
 Management Discussion and Analysis
 
 Management Discussion and Analysis of financial condition of the
 Company and results of operations have been reviewed by the Audit
 Committee and the same is forming a part of this Annual Report.
 
 Lifetime achievement Awards to Shri. P. P. Chhabria, Chairman and Shri.
 K. P.  Chhabria, Executive Vice Chairman
 
 The Chemicals and Petrochemicals Manufacturers Association (CPMA) an
 apex Forum of Producers representing Chemical and Petrochemicals
 Industry in India has conferred Lifetime Achievement Awards on Shri. P.
 P. Chhabria, Chairman and Shri. K. P.  Chhabria, Executive Vice
 Chairman for their yeoman service spanning over several decades towards
 growth of the Vinyl Industry.
 
 Risk Management Framework Review
 
 Your Company has put in place a well designed Risk Management Policy.
 To further strengthen the same a professional firm was appointed by the
 Company to evaluate the current risk management practices of the
 Company. The firm has identified areas of concern and risks. Your
 Company will work on improvement areas for mitigation of risks to
 achieve improved monitoring and governance.
 
 Fixed Deposits
 
 Your Company has not accepted any fixed deposits during the year.
 
 Directors Responsibility Statement
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, the directors
 confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) the directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2011 and of the profit of the Company
 for the year ended on that date;
 
 (iii)the directors have taken proper and sufficient care 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) the directors have prepared the annual accounts on a going concern
 basis.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 earnings and outgo
 
 Information on conservation of energy, technology absorption, foreign
 exchange earnings and outgo required to be given pursuant to section
 217(1)(e) of the Companies
 
 Act, 1956 read together with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988 is annexed hereto
 and forms part of this report.
 
 Directors
 
 i.  Reappointment of Mr. P. Subramaniam
 
 The Board of Directors has reappointed Mr. P.Subramaniam as wholetime
 director designated as Asst. Managing Director and CFO for a period of
 two years effective 5th June, 2011, subject to approval of the members
 of the Company. The Directors recommend his reappointment.
 
 ii.  Resignation of Mr. M. G. Bhide
 
 Mr. M. G. Bhide, an independent non-executive director has resigned as
 a director of the Company effective 15th June, 2010. The Directors
 place on record their sincere appreciation of the services rendered by
 Mr. M. G. Bhide during his tenure as a director of the Company.
 
 iii.  Resignation of Mr. K. Cherian Varghese
 
 Mr. K. Cherian Varghese, was co-opted as additional director on 18th
 August, 2010 by the Board. He has resigned as a director of the Company
 effective 23rd October, 2010. The Directors place on record their
 sincere appreciation of the services rendered by Mr. K. Cherian
 Varghese during his tenure as a director of the Company.
 
 iv.  Retirement of directors
 
 Mr. S. S. Dhanorkar, Mr. P. Subramaniam and Dr.Vijay P. Bhatkar retire
 by rotation at the thirtieth annual general meeting of the Company and
 being eligible, offer themselves for reappointment.
 
 Auditors
 
 M/s. B. K. Khare & Company, Chartered Accountants, retire as auditors
 of your Company at the conclusion of the thirtieth annual general
 meeting and are eligible for reappointment.
 
 Appointment of Cost Auditors
 
 The Government of India, Ministry of Corporate Affairs, Cost Audit
 Branch vide its order No.52/112/CAB-2010 dated 16th December, 2010 had
 directed your Company to appoint Cost Auditor for Chemicals for the
 financial year 2010-2011 and for every financial year thereafter
 continuously.
 
 Accordingly, the Board had appointed M/s.S.R.Bhargave & Co. as Cost
 Auditors for the financial year 2010-2011.
 
 The Board of Directors in its meeting held on 30th April, 2011 has
 reappointed them as Cost Auditors for the financial year 2011-2012.
 
 Issue and allotment of equity shares to the legal heirs of the
 erstwhile shareholder of the Company
 
 The matter of allotment of 33768 Bonus Shares on 8550 rights shares
 (kept in abeyance earlier) and issue and allotment of 35146 equity
 shares in respect of (1992) rights shares to the legal heirs of
 erstwhile shareholder Late Mr.R.P.Chhabria was under dispute.  During
 the year, in terms of orders of the Company Law Board dated 14th
 September, 1999 and High Court of Judicature at Bombay dated 10th July,
 2007 and legal opinion obtained by the Company in this regard, the
 Company has allotted 33768 equity shares as Bonus Shares on 8550 Rights
 Shares to the legal heirs of Late Mr.R.P.Chhabria. In terms of the
 provisions of Section 81(1)(A) of the Companies Act, 1956, to enable
 your Company to offer 35146 equity shares to the legal heirs of the
 erstwhile shareholder of the Company Late Mr. R. P. Chhabria, a special
 resolution for approval of the members is forming part of the notice of
 annual general meeting. Directors recommend members approval for the
 same.
 
 Particulars of Employees
 
 Information as per section 217 (2A) of the Companies Act, 1956 (the
 “Act”) read with the rules framed thereunder forms a part of this
 report. However, as per the advice received by the Company, pursuant to
 the provisions of section 219(1)(b)(iv) of the Act, the report and
 accounts are being sent to the shareholders of the Company excluding
 the statement of particulars of employees under section 217(2A) of the
 Act. Any shareholder interested in obtaining a copy of the statement
 may write to the Company Secretary at the registered office of the
 Company.
 
 Corporate social responsibility
 
 During the year, your Company continued its endeavour in extending its
 support to the society in the areas of health, education, environment,
 sports and cultural activities, inter alia, with the help of a renowned
 charitable trust from Pune viz. Mukul Madhav Foundation and other
 Non-Governmental Organizations (NGOs) from Ratnagiri. Your Company
 concentrates on the above referred activities mainly in the
 Ranpar-Golap area in the District of Ratnagiri where Companys PVC
 resin, PVC pipes and power plants are located.
 
 1.  Social welfare
 
 Your Company has successfully completed drinking water supply schemes
 for three villages namely Palkarwadi, Waingani and Kolambe. Your
 Company is in the process of introducing new water supply schemes for
 other selected remotely located villages in the Ratnagiri Taluka.
 
 Your Companys Stitching Training Centre is well established. More and
 more ladies from adjoining villages have, after successful training,
 started earning through their tailoring activities, albeit, on a small
 scale. Your Company believes in the principle of training people for
 taking a step forward in becoming self-employed rather than rendering
 them one time help. Based on the above principle, your Company held
 training classes, workshops for ladies from adjoining villages for
 making candles, soaps, chalk sticks, incense sticks, fish pickles &
 chutneys etc. with the assistance of NGOs.
 
 Your Company takes pride in assisting the Ratnagirians in their
 cultural, religious, social and spiritual pursuits by rendering
 necessary help in monetary and other terms irrespective of caste,
 creed, religion for celebrating felicitations and festivals, holding
 exhibitions, seminars, musical concerts etc.
 
 In addition to the usual arrangement for lectures on health, hygiene,
 nutrition, etc. by Companys Medical Officer, the distribution of
 foot-wear to the needy students was arranged by the Company through
 Mukul Madhav Foundation.
 
 2.  Education
 
 Your Company continued its endeavour in helping and assisting to
 improve and augment infrastructural and other facilities in the schools
 located in the remote areas of Ratnagiri Taluka. Your Company gave a
 handsome donation to a School at Pawas, Dist. Ratnagiri for extension
 of school building. Your Company also assisted schools for installing
 drinking water schemes, carrying out repair to school buildings etc.
 
 Your Company sponsored various seminars, workshops and training
 programmes arranged by different schools in the Ratnagiri District to
 increase awareness, knowledge, competitiveness, self-health and
 inculcating hygiene.
 
 3.  Health care
 
 Your Company and Mukul Madhav Foundation conduct health check-up camps
 twice a year in the schools located at Fansop, Pawas, Maingadewadi,
 Boke and Golap. This year more than 4000 students underwent health
 checkup during the camps. As a follow-up activity, Mukul Madhav
 Foundation arranges for free of cost
 
 treatment including eye/ear operations wherever required with all
 expenses paid by the Foundation. Distribution of spectacles, hearing
 aids, etc. is also done free of cost to the students.
 
 In addition to school-children, this year, health check-up camps were
 arranged for residents of remotely located villages from Ratnagiri
 Taluka. Your Company renders monetary help to needy and deserving
 individuals from the society for availing medical treatments including
 surgery, hospitalization etc.
 
 Acknowledgements
 
 Your directors take this opportunity to place on record their deep
 sense of gratitude to the banks, financial institutions, Central and
 State Government departments, their local authorities especially at
 Ratnagiri for their guidance and support. Your directors are also
 grateful to the customers, suppliers and business associates of the
 Company for their continued co-operation and support. Your directors
 express their deep sense of appreciation for the total commitment,
 dedication and hard work put in by all employees at all levels of the
 Company. Lastly, your directors are deeply grateful for the confidence
 and faith shown in them by the members of the Company.
 
                           For and on behalf of the Board of Directors
 
                                                        P.P. Chhabria
 
                                                             Chairman
 
 Place : Pune
 
 Dated : 30th April, 2011
Source : Dion Global Solutions Limited
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