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
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