The Directors take pleasure in presenting the 27th Annual Report on
the business and operation of the Company together with Audited
financial statements and accounts for the year ended 31st March, 2012.
The key highlights for the financial year 2011-12 are:
Increase in net Sales by 7.74 % to Rs. 913 Crore.
Increase in PBDIT by 21 % to Rs.57.88 Crore.
Increase in PAT by 26 % to Rs. 24.24 Crore.
( Rs. In Lacs)
Net Turnover and other Income 91323.21 84758.47
Profit before Depreciation,
Interest & Tax 5788.27 4780.94
Less : Depreciation 883.52 705.41
Interest 1685.62 1298.81
Profit before Tax 3219.13 2776.72
Less : Provision for Tax 794.77 863.50
Profit After Tax 2424.35 1913.22
Add: Profit brought forward from
previous year. 7614.88 6663.97
Add: Balance b/f from Amalgamating
Company 0 (81.22)
Amount Available for Appropriation 10039.24 8495.96
Proposed final dividend on
Equity Shares 413.92 413.92
Corporate Dividend Tax 67.15 67.15
Transfer to General Reserve 400.00 400.00
Surplus carried to Balance Sheet 9158.17 7614.89
The Company has repeated an impressive performance in polymer compounds
business. Revenue from Operations and other income for FY 2011-12 was Rs.
913 .23 Crore higher by 7.74% compared to Rs. 847.58 Crore in the
previous year and PAT was Rs. 24.24 Crore for the Current year as against
Rs. 19.13 Crore in the previous year.
The Company''s Production and Sales have recorded a significant growth
over the previous year. Higher level of Capacity utilization backed by
a strong volume growth, tighter cost control geared the company to
register notable performance for the year, in spite of a miniscule
price increase. Your Company has consciously been following a policy of
steady growth in production for last several years.
The Company is in the process of commissioning a new production unit at
Surangi, Silvasa with capacity of handling 200000 TPA of our products.
Once the project is completed, production capacity of Bhiwadi, Daman
Silvasa II will be shifted to new unit. The new unit will produce
various grade of Compounds which includes XLPE, HFFR, Filled PP for
furniture & appliances, Filled PE Compounds for antifab used for Woven
Sack, white and black Master Batches, Rigid and Flexible PVC Compound
used for Cable Insulation, Footwear & Pipe Jointing and other value
added composition like Zero Halogen Fire Retardant Compound and
Engineering Plastics. The Company continued its on-going effort to
increase all round efficiency and reduced cost.
Your company, in order to diversify its product concentration risk and
take advantage of its in-house compounding knowledge has decided to
embark on an ambitious flexible packaging project in West Bengal. A
state of the art flexible packaging unit, complete with blown and
extrusion film lines, printing, lamination, slitting and pouching
facilities is being set up in Dankuni along with ink making facilities
in Bhasa. The total project cost is estimated at Rs 120 Crores and is
expected to generate net profit returns in excess of 10% when fully
operational. The facilities are expected to be commissioned
progressively through in between January and December 2013. Your
company has also commenced full scale pre-marketing activities with its
target customers so that the plant, once commissioned, would be able to
deliver quality products to prospective customers in multiple segments
in the shortest possible time.
Your Directors are pleased to recommend a dividend of Rs. 2.20/- per
equity share of Rs. 10/- each i.e. 22% for the financial year ended March
31st, 2012.The Dividend outgo would amount to Rs. 481.07 lacs (inclusive
of Dividend Distribution tax of Rs. 67.15 lacs). The dividend subject to
approval of the shareholders at the AGM on 28th September, 2012, will
be paid to the members whose names appear in the register of members as
on the date of book closure for the AGM.
Out of the amount available for appropriation for the financial year
2011-12, an amount of Rs. 4 Crore has been transferred to the General
Your Company has not accepted any fixed deposit during the year under
review in terms of Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of
principal or interest was outstanding as at the Balance Sheet date.
Listing of Shares
During the year under review 320000 equity shares of Rs. 10/- each
allotted to the shareholders of Bavaria Poly Private Limited, pursuant
to the scheme of amalgamation, were listed on BSE and CSE.
Research and Development
Your Company recognizes that Research & Development plays a critical
role in supporting current operations as well as in future growth. Your
Company has focused its attention towards development of Products that
have wide industrial application particularly in cable, piping,
packaging and footwear industry.
The Company''s plants & machineries, factories and movables are
adequately insured against various risks.
Shri D.C. Surana ceased to a Director on the Board due to his sudden
demise on 14th January, 2012. The Board of Directors places on record
its sincere appreciation of the valuable contributions made by Late
Shri D.C. Surana during his tenure of office.
The Board has appointed Mr. Nilay Guha as Additional Director of the
Company with effect from 11th February, 2012. Pursuant to section 260
of the Companies Act, 1956, Mr. Nilay Guha would hold office upto the
date of the ensuing Annual General Meeting. However, the company has
received requisite notice from a member under section 257 of the
Companies Act 1956, proposing the name of Mr. Guha as a candidate for
the office of director liable to retire by rotation.
The Board of Directors has also appointed Mr. Indranil Dasgupta as a
Whole-Time-Director of the Company subject to approval of the members,
for a period of three years with effect from 11 th February, 2012.
Dr. R.Dasgupta, Director is due to retire by rotation at the conclusion
of the forthcoming Annual General Meeting and being eligible, has
offered himself for reappointment.
Suitable resolutions for appointment/reappointment of Director, as
referred above, will be placed for approval of the members in the
forthcomming Annual General Meeting. The brief resume and other
information of the conserned directors, in terms of the provisions of
clause 49 of the Listing Agreement with Stock Exchanges, have been
detailed in the notice convening the forthcomming Annual General
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
hereby confirm that:
- in preparation of the annual accounts, the applicable accounting
standards have been followed. There are no material departures from
these applicable accounting standards.
- the directors have 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 affairs of
the company as at 31st March, 2012 and its profit for the year ended on
- the directors have 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.
- the directors have prepared the annual accounts on a going concern
basis. Auditors and Auditors'' Report
The Statutory Auditors of the Company, M/s D.C. Dharewa & Co.,
Chartered Accountants, Kolkata, retire at the conclusion of the ensuing
Annual General Meeting of the Company and confirmed their willingness
and eligibility for reappointment, if made, will be within the limits
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
Companies Act, 1956.
Further, the Auditors have confirmed that they have undergone the peer
review process of the Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the ''Peer Review Board''
of ICAI. The observations of the Auditors in the Report on Accounts
read with the relevant notes are self - explanatory and do not call for
any further comments.
M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed
as Cost Auditors of the Company for the Financial Year 2012-13
commencing 1st April, 2012, subject to approval of the Central
Government. Compliance Audit relating to ''PVC Compound'' for the year
ended 31st March, 2012, has been conducted by the said cost auditors
and related report will be submitted to the Ministry of Corporate
Affairs, Government of India within the prescribed time.
Particulars of Employees
None of the employees employed throughout the year or part of the year
who was in receipt of salary of Rs. 5,00,000 /- or more per month orRs.
60,00,000 /- or more per annum, therefore, no details have been
provided or required under section 217 (2A) of the Companies Act, 1956
read with the Company (Particulars of Employees) Rules, 1975.
Human Resources and Industrial Relations
The Industrial relations of the Company with its personnel has
continued to be cordial and amicable. Your Directors acknowledge and
appreciate the efforts and dedication of employees to the Company. Your
directors wish to place on record the co-operation received from the
Staffs and Workers at all levels and at all units.
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo.
Our Company has directed its efforts to reduce energy costs by focusing
on energy savings through the best optimization of operations on a day
to day basis. The Company has used fuels in appropriate mix to attain
As required to be disclosed in terms of Section 217(1) (e) of the
Companies, Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in the
prescribed format as an Annexure to the Report and marked as Annexure
Management''s Discussion and Analysis Report
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges in India, the Management''s Discussion and Analysis Report for
the year under review, is presented in a separate section forming part
of the Annual Report and marked as Annexure ''B''.
The Company believes in maintaining the highest standards of Corporate
Governance and has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the stock
exchanges. A detailed report on Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges in
India, is included in a separate section forming part of the Annual
Report and marked as Annexure C.
A certificate from the Auditors of the Company M/s D. C. Dharewa & Co.,
Chartered Accountants, Kolkata, confirming compliance of conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
Your Directors take this opportunity to thank the Financial
Institutions, Banks, Central and State Governments authorities,
Regulatory authorities, Stock Exchanges and all the various
stakeholders for their continued co-operation and support to the
Your Directors also wish to place on record their appreciation to all
of the Company''s employees and workers at all level for their enormous
personal efforts as well as their collective contribution to the
For and on behalf of the Board of Directors
Place: Kolkata Narrindra Suranna
Date: 24th August, 2012 Chairman & Managing Director