The Directors have pleasure in presenting their 29th Annual Report
together with the Audited Accounts for the year ended 31st December
The Company''s financial performance during the year is summarized
(Rs. In Cr - Standalone)
Year Ended 31st December 2013 2013 2012
Turnover & Other Income 3036.60 2586.68
Gross Profit (before Financial
Charges & Depreciation) 166.85 133.73
Interest & Financial Charges 61.66 46.60
Profit before Depreciation (Cash Profit) 105.19 87.13
Depreciation 31.03 27.54
Profit for the year 74.16 59.59
There was a complete change in performance after the end of the
financial year 2013. Excess capacity in the industry and flawing
economy has dragged down the demand and profitability. Rampant
expansion carried out by the Company during the past couple of years
added to the problems and demand slow down, increase in the prices of
raw materials, lower prices of finished goods, piling up of inventory
and slow down in realization of book debts have made the Company suffer
heavy losses. The plant of the company has also remained closed for
over one month due to labour unrest. Your directors foresee a very
heavy loss during the current financial year 2014.
Your Directors had provided for a dividend of Rs. 0.30 per equity share
of Rs.5 each for the year ended 31st December, 2013 while approving the
audited accounts for the year 2013.
However in view of the changed scenario, your directors recommend to
make appropriate decision for declaration of the dividend.
During the year under review, the share capital of your Company was
changed / altered by further allotments as under:
Company has issued and allotted 5,30,00,000 equity shares of Rs. 5/-
each at a premium of Rs. 5/- per equity share on conversion of
1,06,00,000 Warrants of Rs. 50/- each on 28.09.2013 to the Promoters''
Group of the Company and Non- promoter investors.
A statement in respect of each of the subsidiaries, giving the details
of capital, reserves, total assets and liabilities, details of
investment, turnover, profit before taxation, provision for taxation,
profit after taxation and proposed dividend is attached to this report.
The plant of Indo Korean Petrochem Ltd. (IKPL) the Company''s subsidiary
located at South Korea was closed for refurbishing since February 2013.
While the refurbishing is in progress, the complete change of scenario
in the Korean market has made it difficult to operate the plant.
Annual accounts of subsidiary companies and the related detailed
information will be made available to the holding and subsidiary
company investors, seeking such information. Copies of the annual
accounts of the subsidiary companies are available for inspection by
any investor at the registered Office as well as the Administrative
office of the company between 11.00 a.m. to 1.00 p.m. on all working
Mrs. P. B. Jain, Mr. B. L. Maheshwari, Mr. S. K. Bhoan, Mr. P. J. Shah
& Mr. P. P. Vora have resigned as directors of the Company. Your
directors place on record their sincere appreciation for the excellent
services rendered by them during their tenure as directors of your
Mr. R. K. Gupta was appointed as Additional Directors of the Company on
1st March 2014 to hold office till the date of annual general meeting.
His appointment as a director is proposed in the ensuing meeting.
In line with guidelines recommended by Securities & Exchange Board of
India (SEBI), adequate steps have been taken to ensure that all the
mandatory provisions of Clause 49 of the Listing Agreement are complied
with. A separate report on Corporate Governance is included as part of
the Annual Report. The Auditors'' certificate confirming compliance of
Corporate Governance is included in the said Corporate Governance
SAFETY, ENVIRONMENT & POLLUTION CONTROL MEASURES
During the year, no major accident took place in plant operations at
Karanj. A safety committee has been formed consisting of group of
persons from different departments which overlooks safe working
The company has provided Safety Helmets, Safety belts with full
attachments, Gloves, Aprons, Shoes etc as personal protective
equipments, Fire alarm system is attached to security office and
various other measures are taken for the safety of employees. Safety
training and awareness programes are being conducted throughout the
Your Company has complied with various emission standards and other
environmental requirements as per pollution control norms.
Equity Shares of your Company are listed on the Mumbai Stock Exchange
and National Stock Exchange of India Ltd. Annual listing fees have been
paid to the Stock Exchanges. GDRs are listed on Luxembourg Stock
There is no employee getting remuneration as prescribed under section
217(2A) of the Companies (Particulars of Employees) rules, 1975 as
Statutory information required under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 applicable
to the Company and forming part of this report are set out in Annexure
to this report.
M/s. N. M. Singapuri & Co. Chartered Accountants, Surat retire at the
forthcoming Annual General Meeting, and being eligible, offer
themselves for re-appointment. Your Directors recommend their
This report contains forward looking statements. All statements that
address expectations or projections about the future are
forward-looking statements. Forward-looking statements are based on
certain assumptions and expectations of future events. The Company
cannot guarantee that these assumptions and expectations are accurate
or will be realized. The Company''s actual results, performances or
achievements could thus differ materially from those projected in any
such forward-looking statements.
DIRECTORS RESPONSIBILITY STATEMENT
(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 affairs of the Company at the end of the financial year and of the
profit and loss 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
provision of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
(iv) that the directors had prepared the annual accounts on a going
(v) that the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
(vi) that the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
We wish to express our gratitude and appreciation for the valuable
support and cooperation received from our customers, business
associates, banks, financial institutions, shareholders, various
statutory authorities and agencies of Central and State Governments. We
place on record our appreciation of the contribution made by employees
at all levels.
For and on behalf of the Board of Directors of
Place: Mumbai B. G. Jain
Date : 14.05.2014 Chairman & Managing Director