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Phillips Carbon Black Directors Report, Phillips Carbon Reports by Directors
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Phillips Carbon Black
BSE: 506590|NSE: PHILIPCARB|ISIN: INE602A01015|SECTOR: Chemicals
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Directors Report Year End : Mar '14    « Mar 13
The Directors take pleasure in presenting the fifty - third Report and
 Accounts of Phillips Carbon Black Limited for the financial year ended
 31st March, 2014.
 
 In terms of the General Circular 08/2014 dated 4th April, 2014, the
 financial statements, and the documents required to be attached thereto
 and the Board''s Report for the year under review have been prepared in
 accordance with the relevant provisions, schedules and rules of the
 Companies Act, 1956 (the Act)
 
 FINANCIAL HIGHLIGHTS
 
                               (Rs. in crore)
 
 Year ended             31.03.14     31.03.13
 
 Total Revenue           2297.97      2294.18
 
 PBDIT                    104.48        74.97
 
 Less: Finance and 
 hedging cost             138.65        64.22
 
 PBDT                     (34.17)       10.75
 
 Less: Depreciation        53.74        50.79
 
 PBT                      (87.91)      (40.04)
 
 Tax Expense               (1.31)      (19.39)
 
 PAT                      (86.60)      (20.65)
 
 Balance brought forward  255.57       278.23
 
 Profit available for
 Appropriation            168.97       257.58
 
 Proposed Dividend           ---         1.72
 
 Tax on aforesaid 
 Dividend                    ---         0.29
 
 Balance carried 
 forward to
 
 Balance Sheet             168.97      255.57
 
 DIVIDEND
 
 In view of the absence of profit during the year under review, your
 Directors are unable to recommend any dividend for the financial year
 ended 31st March, 2014.
 
 Major Expansion Plans
 
 Projects are proceeding at a pace considered appropriate in view of the
 prevailing economic situation, global scenario and the Company''s
 business strategy.
 
 Your Company is examining the viability of setting up a new power plant
 to utilize the tail gas from the recently commissioned carbon black
 facility at Kochi.
 
 Subsidiaries
 
 In accordance with the general exemption granted by Ministry of
 Corporate Affairs under section 212(8) of the Companies Act, 1956,
 (''the Act'') the accounts of the subsidiaries namely, Phillips Carbon
 Black Cyprus Holdings Limited, PCBL Netherlands Holdings B.V, Phillips
 Carbon Black Vietnam Joint Stock Company and Goodluck Dealcom Private
 Limited for the year 2013-14 and the related detailed information will
 be made available to the holding and subsidiary companies'' investors
 seeking such information at any point of time and are not attached.
 Copies of the annual accounts of the subsidiary companies will also be
 kept open for inspection by any investor in the Registered Office of
 the Company and of the subsidiary companies concerned. The Company
 shall furnish a hard copy of accounts of subsidiaries to any
 shareholder on demand. The Company publishes Consolidated Financial
 Statements of the Company and its subsidiaries duly audited by Messrs
 Price Waterhouse, Kolkata, Auditors, prepared in compliance with the
 applicable Accounting Standards and the Listing Agreement with the
 Stock Exchanges. The Consolidated Financial Statements for the year
 2013-14 form part of the Annual Report and Accounts.
 
 FUTURE OUTLOOK
 
 Carbon Black
 
 Demand for carbon black in India is expected to grow @ 6-7% during the
 next couple of years and is likely to receive significant boost when
 new capacity for tyre manufacturing hits the market. Your Company is
 well poised to cater to higher demand as and when such need arises in
 the domestic market.
 
 Overseas demand for carbon black is expected to grow @3-4%. Your
 Company has established offices and logistics network overseas to widen
 its presence and reduce the delivery period in the international
 market. This will continue to be a major thrust area for your Company
 in the coming years.
 
 Power
 
 As mentioned earlier, your Company is examining the feasibility of
 setting up a power plant at Kochi which will assist the Company shore
 up its profit from the Power segment. Realisation is expected to
 improve in the coming quarters, however, open access will remain a
 concern.
 
 Steps in Manufacturing and Procurement
 
 Your Company continues to focus on various initiatives to improve
 operational efficiencies like improving yield, exploring new
 geographies for feedstock sourcing as well as investing in technical
 capabilities for developing new grades particularly for non-rubber
 applications.
 
 Conservation Of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo A statement giving details of conservation of
 energy, technology absorption, foreign exchange earnings and outgo, as
 required under Section 217(1)(e) of the Companies Act, 1956 read with
 Companies (Disclosure of Particulars in the Report of the Board of
 Directors) Rules, 1988 is annexed. This forms an integral part of this
 Report.
 
 Public Deposits
 
 The Company does not have any Public Deposit Scheme and has repaid all
 Public Deposits that matured and were claimed by the depositors under
 the earlier Public Deposit Schemes. Matured unclaimed deposits as on
 31st March, 2014 amounted to Rs. 45,000/-. Apart from matured unclaimed
 deposits, no amount is outstanding as on 31st March, 2014.
 
 Particulars of Employees
 
 The information as required in accordance with Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules,1975, as amended, is set out in an annexure to this Report.
 However, as per the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Report and the Accounts are being sent to all
 the Shareholders of the Company excluding the aforesaid information.
 Any shareholder interested in obtaining such information may write to
 the Company Secretary at the Registered Office of the Company. The said
 information is also available for inspection at the Registered Office
 during working hours up to the date of the Annual General Meeting.
 
 Corporate Governance
 
 Under Clause 49 of the Listing Agreement with the Stock Exchanges, a
 section on Corporate Governance together with a certificate from the
 Company''s Auditors confirming compliance is set out in the Annexure
 forming part of this Annual Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 to the best of their knowledge and belief confirm that :
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 ii) appropriate accounting policies have been selected and applied
 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 financial year and of profit or loss of the
 Company for the period;
 
 iii) proper and sufficient care have 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 for
 preventing and detecting fraud and other irregularities;
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 Auditors
 
 The Auditors, Messrs Price Waterhouse, retire at the ensuing Annual
 General Meeting and are eligible for re-appointment.
 
 Cost Audit
 
 The Central Government has approved the appointment of Messrs Shome &
 Banerjee, Cost Accountants, for conducting cost audit for the financial
 year ended 31st March, 2014.
 
 Messrs Shome & Banerjee, Cost Accountants, have given their consent
 along with their Certificate of Independence for conducting the audit
 of the cost accounts for the financial year ending 31st March, 2015.
 
 Cost Audit Report for the financial year ended 31st March, 2013 was
 filed on 28th September, 2013.
 
 Directors
 
 Mr. Sanjiv Goenka and Mr. Paras K. Chowdhary, retire by rotation at the
 forthcoming Annual General Meeting and being eligible offer themselves
 for re-appointment.
 
 As per Section 149 and other applicable provisions of the Companies
 Act, 2013, your Directors are seeking appointment of Mr. O P Malhotra,
 Dr. Ram S Tarneja, Mr. C R Paul, Mr. K S B Sanyal, and Mr. Pradip Roy
 as Independent Directors for five consecutive years for a term upto
 29th July, 2019. Details of the proposal for appointment of Mr. O P
 Malhotra, Dr. Ram S Tarneja, Mr. C R Paul, Mr. K S B Sanyal and Mr.
 Pradip Roy are mentioned in the Explanatory Statement under Section 102
 of the Companies Act, 2013 of the Notice of the 53rd Annual General
 Meeting.
 
 Mr. Altaf Jiwani, Chief Financial Officer was appointed by the Board of
 Directors as an Additional Director of the Company with effect from 1st
 April, 2014. The Directors are seeking appointment of Mr. Altaf Jiwani
 as a Whole Time Director, retiring by rotation, designated as ''Chief
 Financial Officer'', for a period of 3 years w.e.f 1st April, 2014.
 
 Details of the proposal for appointment of Mr. Altaf Jiwani is
 mentioned in the Explanatory Statement under Section 102 of the
 Companies Act, 2013 of the Notice of the 53rd Annual General Meeting.
 His appointment is appropriate and in the best interest of the Company.
 
 Forward - looking Statement
 
 This Report contains forward  looking statements that involve risks
 and uncertainties. Actual results, performance or achievements could
 differ materially from those expressed or implied in such forward 
 looking statements. Significant factors that could make a difference to
 the Company''s operations include domestic and international economic
 conditions affecting demand-supply and price conditions, foreign
 exchange fluctuations, changes in government regulations, tax regimes
 and other statutes.
 
 Acknowledgement
 
 Your Directors record their grateful appreciation for the
 encouragement, assistance and co-operation received from members,
 government authorities, banks and customers.  They also thank them for
 the trust reposed in the Management and wish to thank all employees for
 their commitment and contribution.
 
                                 For and on behalf of the Board
 
 Kolkata                         Sanjiv Goenka
 
 29th April, 2014                Chairman
Source : Dion Global Solutions Limited
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