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Phillips Carbon Black Directors Report, Phillips Carbon Reports by Directors
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Phillips Carbon Black
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors of your Company have pleasure in presenting their fifty -
 fourth Annual Report on business and operations of the Company and the
 audited accounts for the financial year ended 31st March, 2015.
 
 FINANCIAL HIGHLIGHTS
                                                           (Rs. in crore)
 Year ended                                       31.03.15      31.03.14
 
 Total Revenue                                    2484.61        2297.97
 
 PBDIT                                             210.21         104.48
 
 Less: Finance and hedging cost                    138.35         138.65
 
 PBDT                                               71.86         (34.17)
 
 Less: Depreciation                                 57.53          53.74
 
 PBT                                                14.33         (87.91)
 
 Tax Expense                                         1.69           (131)
 
 PAT                                                12.64         (86.60)
 
 Balance brought forward                           168.97         255.57
 
 Less: Adjustment consequent to                      0.72           ---
 
 revision of useful life of certain 
 assets pursuant to Schedule II of the 
 Companies Act, 2013
 
 Balance brought forward                           168.25        255.57
 
 (net of adjustment)
 
 Profit available for Appropriation                180.89        168.97
 
 Proposed Dividend                                   3.45           --- 
 
 Tax on aforesaid  Dividend                          0.70           --- 
 
 Balance carried forward to                        176.74        168.97
 Balance Sheet
 
 
 DIVIDEND
 
 For approval of members at the ensuing Annual General Meeting your
 Directors are happy to recommend a dividend of 10 %
 
 i.e., @ Re. 1/- per share which will absorb Rs. 3.45 crore. The tax on
 aforesaid dividend, to be borne by the Company, will be Rs. 0.70 crore.
 
 INDUSTRY STRUCTURE & DEVELOPMENT
 
 Led by the recovery in US market, the global automobile industry in
 FY15 grew by 3 %. Passenger car output in Western Europe was up by 4%
 largely driven by a rise in passenger car output in Germany and Spain.
 Sales of heavy truck in Western Europe declined by 6%, while light
 vehicle sales declined by 10%.  Growth in vehicle sales in the world''s
 largest car market, China, halved to 7% as the country''s economic
 expansion slowed.  Indian automobile sales grew by an estimated 9%,
 driven by export sales 17% and domestic sales 8%. The estimated
 European passenger car and light truck tyre market increased marginally
 by around 1% in the replacement market and by 3%
 
 in the OEM market with depressed demand in Russia. The US truck tyre
 market was up by 9-10%. In the Indian Tyre market, domestic demand grew
 by 6-7% driven by a 5-6% rise in the OEM segment and 6-7% in the
 replacement segment.
 
 Estimated global annual demand in FY15 for carbon black was 12 million
 tons, against estimated capacity of 15 million tons.  In India, total
 production capacity was around 1 million tons p.a. while FY15
 consumption was approx. 700 KT leading to lower capacity utilization.
 
 The national carbon black industry continues to reel under pressure by
 unabated dumping of the product by China and South Korea. Estimated FY
 15 import of carbon black to India was 105 KT. Import from China and
 South Korea accounts for 84% of the total import. Due to dumping,
 procurement of carbon black from national sources was affected and
 indian carbon black companies had to resort to production cuts during
 the year.
 
 PERFORMANCE Carbon Black
 
 Your Company''s operating profit during FY15 was Rs. 210 crore, a
 significant jump over Rs.105 crore achieved in the previous year. This
 was mainly on account of improvement in operational efficiency. While
 global carbon black demand rose by 4-5%, your company achieved better
 growth on account of higher national market share and venturing out to
 new segments in international markets. However, operating efficiency
 and rise in market share was largely offset by the crash in crude
 prices resulting in significant inventory write-down.
 
 After a gap of two years, PBT and PAT for the year were in positive
 trajectory at Rs.14.33 crore and Rs.12.64 crore respectively.
 
 Power
 
 Your Company''s power segment revenue (excluding inter segment
 revenue) was higher at Rs.69 crore vis-a-vis Rs.65 crore last year on
 account of higher realization.
 
 Manufacturing
 
 Production during FY15 was 311,823 MT compared to 288,676 MT in the
 previous year.
 
 Capacity utilization is expected to improve further this year with
 higher volume demand expected from the market and the rise in
 consumption trend of the automobile sector. With the strategic location
 of its four plants, your Company is well poised to service the demand
 from various customers in India and overseas.  The close vicinity of
 seaports to a couple of plants should facilitate logistic costs within
 India and abroad.
 
 Research and Development
 
 The Research and Development (R&D) units located at Durgapur, Kochi,
 Palej and Mundra continued to receive recognition as in-house Research
 and Development units from
 
 the Department of Scientific and Industrial Research, Ministry of
 Science and Technology.
 
 During the year your Company successfully - i) developed new grades of
 carbon black for domestic and international markets,
 
 ii) improved product characteristics to meet more stringent customer
 specifications, iii)continued recasting of Standard Operating
 Procedures, iv) established state of the art rubber application
 laboratory v) and modified reactor design operating conditions to
 improve yield.
 
 Environment, Health, Safety and Social Responsibility
 
 The Company''s commitment to preserve and enrich environment by
 conducting all operations in an environment-friendly and safe manner
 continues. We are continuing our initiatives to touch the lives of
 communities in and around our manufacturing units by supporting
 environmental and health care projects as also educational programs.
 
 Every plant is focussed on driving safe workplace initiatives, which
 resulted in achieving a no-fatal accident record. Regarding
 environmental performance, we continued to strictly adhere to all
 environmental conformances.
 
 Human Resource Development
 
 Focus on Human Resource Development gives an edge to every
 international business in this era of global competition.  We
 endeavoured to achieve this through promoting a continuous culture of
 coaching, undertaking various Learning and Development initiatives
 aimed at providing support to employee building capabilities and
 helping people to succeed.
 
 One of the initiatives, Nirantar Gyan Vardhan (Continuous Knowledge
 Enhancement) is focussed on skill development to make your company a
 great learning organization. This initiative also enhanced both
 theoretical and operational domain/industry knowledge. Your Company
 recognizes that in today''s fast-paced, competitive business
 environment, continuous learning is a key to success.
 
 During the year, your Company provided various training programs for
 its employees across the organization.
 
 The Company also took strong steps in its transformation journey, aimed
 at driving a cultural change and embracing strategic imperatives.
 
 A Young Executive Board (YEB), an aspirational forum for young
 managers, supports the Management Committee in strategic issues
 pertaining to the Company''s vision and growth.
 
 Some of the significant progress made during FY15 are :
 
 - Implemented process for employee goal setting, aimed at better
 alignment of Organizational and Individual performance and rewards.
 
 - Implemented effective Talent Management Process.
 
 - Automated two more processes in HR Connect - Employee Portal.
 
 - Industrial relation scenario at all the units continued to remain
 healthy and forward looking.
 
 Internal Control System and Adequacy
 
 Your Company maintains adequate internal control systems in all areas
 of operation. Services of internal and external auditors are utilized
 from time to time, as also in-house expertise and resources. The
 Company continuously upgrade these systems in line with the best
 available practices.
 
 These reports and deviations are regularly discussed with Management
 Committee Members and actions taken whenever necessary.
 
 An independent Audit Committee of the Board reviews the adequacy of
 internal control.
 
 Opportunities and Threats
 
 Your Company is always on the lookout for opportunities that may arise
 while keeping tab on the likely threats to its business.
 
 Opportunities
 
 - In India, major tyre companies have expansion plans that are
 currently underway and may go on stream during next 2 to 3 years.
 Carbon black demand in the domestic market in the coming years is
 expected to rise.
 
 - Thrust on infrastructure, mining sector development and the Make in
 India initiative is expected to provide a major boost to Automobile &
 Tyre Industries.
 
 - Moderation in inflation and likely reduction in interest rate, may
 revive the automobile sector and raise the demand for tyres / carbon
 black from the OEM segment.
 
 Threats
 
 - Import of carbon black from China and South Korea continues to be a
 threat for the national carbon black industry.
 
 - Volatility in raw material price which is linked with the global
 crude price movement.
 
 - Volatility in Rupee exchange rate vis-a-vis US$.
 
 - Inadequate infrastructure at ports, causing detention of vessels
 and higher freight cost.
 
 Segment wise Performance
 
 The performance of carbon black and power segments have been covered in
 this Report earlier.
 
 Risks and Concern
 
 Major raw material for your Company viz., carbon black feedstock (CBFS)
 is a residue from the distillation process and is subject to daily
 volatility, whereas the selling price of finished carbon black is
 revised on a monthly/quarterly basis. In the event the Company is
 unable to pass on the increase in CBFS cost, it may have an adverse
 impact on profit.
 
 In view of long transit time in import of CBFS, a sudden crash
 
 in the CBFS price may lead to loss of profit. Increase in import or
 drop in demand for carbon black may also have significant impact on the
 Company''s bottom-line.
 
 The Company is also exposed to risks from fluctuation of Indian Rupee
 vis-a-vis other currencies, interest rate, realisation for power and
 regulations relating to environment.
 
 Major Expansion Plans
 
 Projects are proceeding at a pace considered appropriate in the
 prevailing economic situation, global scenario and the Company''s
 business strategy.
 
 Subsidiary Companies
 
 In accordance with the provisions of Section 129(3) of the Companies
 Act, 2013, the Company has prepared a Consolidated Financial Statement
 of the Company and of all the subsidiaries namely, Phillips Carbon
 Black Cyprus Holding Limited, PCBL Netherlands Holdings B.V, Phillips
 Carbon Black Vietnam Joint Stock Company and Goodluck Dealcom Private
 Limited, in the form and manner as that of its own, duly audited by
 M/s. Price Waterhouse, the auditors, in compliance with the applicable
 accounting standards and the listing agreement with the Stock
 Exchanges. The Consolidated Financial Statement for the year 2014-15
 form a part of the Annual Report and Accounts and shall be laid before
 the Annual General Meeting while laying its financial statements under
 sub-section (2) of the said section. A report on the performance and
 the financial position of the Subsidiary Companies in form AOC-1, forms
 a part of the Consolidated Financial Statement.
 
 The Company does not have any material subsidiary in the immediately
 preceding accounting year. However, as per revised Clause 49 of the
 Listing Agreement, SEBI has made it mandatory for all listed companies
 to formulate a policy for determining ''material'' subsidiaries.
 Accordingly, a policy on ''material'' subsidiaries was formulated by
 the Audit Committee of the Board of Directors and the same is also
 posted on the website of the Company and may be accessed at the link
 http://pcblltd.com/investorrelations/investorrelations.php .
 
 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 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 national
 market.
 
 Overseas demand for carbon black is expected to grow @4-4.5%. 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.
 
 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.
 
 Share Capital
 
 The paid up Equity Share Capital as on 31st March, 2015 was Rs. 34.46
 crore. During the year under review, the Company has not issued shares
 with differential voting rights, neither granted stock options nor
 sweat equity. As on 31 st March, 2015, none of the Directors of the
 Company hold shares or convertible instruments of the Company.
 
 Conservation Of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 As required under provisions of Section 134 of the Companies Act, 2013
 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014,
 details relating to Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo are given in the ''Annexure -
 B'', which is annexed hereto and forms part of the Board''s 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
 amounted to Rs. 45,000/- have been transferred to Investor Education
 and Protection Fund during the year and there is no outstanding balance
 as on 31st March, 2015.
 
 Details of significant and material orders passed by the Regulators,
 Courts and Tribunals
 
 No significant and material order has been passed by the regulators,
 courts, tribunals impacting the going concern status and company''s
 operations in future.
 
 Particulars of Loans, Guarantees and Investments
 
 Details of loans, guarantees and investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the financial statement.
 
 Audit Committee
 
 The Audit Committee of the Board of Directors of the Company comprises
 Mr. K S B Sanyal as Chairman and Mr. C R Paul, Mr. O P Malhotra, Dr.
 Ram S Tarneja, Mr. Paras K Chowdhary as members. The Company Secretary
 is the Secretary of the Committee. The Managing Director and Chief
 Financial Officer are permanent invitees to the meeting. The details of
 all related party transactions, if any are placed before the Audit
 Committee.  During the year there was no instance where the Board had
 not accepted the recommendations of the Audit Committee.
 
 The Audit Committee has also been delegated the responsibility of
 monitoring and reviewing risk management assessment and minimization
 procedures, implementing and monitoring the risk management plan and
 identifying, reviewing and mitigating all elements of risks which the
 Company may be exposed to.
 
 The details of terms of reference of the Audit Committee, number and
 dates of meetings held, attendance of the Directors and remuneration
 paid to them are given separately in the attached Corporate Governance
 Report.
 
 Stakeholders Relationship Committee
 
 A Stakeholders Relationship Committee was constituted with Mr. C R Paul
 as Chairman and Mr. K S B Sanyal as Member of the Committee. The
 Company Secretary act as the Secretary to this Committee. The Committee
 has delegated the responsibility for share transfers and other routine
 share maintenance work to the Company Secretary and to M/s. Link Intime
 India Pvt. Ltd., the Registrar and Share Transfer Agent of the Company.
 All requests for dematerialization and rematerialisation of shares,
 transfer or transmission of shares and other share maintenance matters
 are completed within 10 days of receipt of valid and complete
 documents. Minutes of the Committee meetings are circulated to all
 Directors and discussed at the Board meetings. The details of the
 member and dates of meetings of this Committee which were held during
 the year ended 31st March, 2015, attendance of the Directors and
 remuneration paid to them are given separately in the attached
 Corporate Governance Report.
 
 Nomination and Remuneration Committee
 
 A Nomination and Remuneration Committee was constituted with Mr. K S B
 Sanyal as Chairman, Mr. C R Paul and Mr. O P Malhotra as Members of the
 Committee. The Company Secretary acts as the Secretary of this
 Committee.
 
 The details of terms of reference of the Nomination and Remuneration
 Committee, number and dates of meetings held, attendance of the
 Directors and remuneration paid to them are given separately in the
 attached Corporate Governance Report.
 
 Corporate Social Responsibility Committee
 
 A Corporate Social Responsibility Committee was constituted with Mr. K
 S B Sanyal as Chairman, Mr. Kaushik Roy and Mr. Shashwat Goenka as
 Members of the Committee.
 
 The terms of reference of the Corporate Social Responsibility
 Committee, number and the date of the meeting held, attendance of the
 Directors and remuneration paid to them are given separately in the
 attached Corporate Governance Report.
 
 The detail of the CSR Policy is also posted on the website of the
 Company and may be accessed at the link
 http://pcblltd.com/investorrelations/investorrelations.php .
 
 Pursuant to the requirement under Section 135 of the Companies Act,
 2013 and Rules made thereunder, a Report on CSR activities in the
 prescribed format is given in ''Annexure - C'', which is annexed
 hereto and forms part of the Board''s Report.
 
 Vigil Mechanism /Whistle Blower Policy
 
 In compliance with provisions of Section 177(9) of the Companies Act,
 2013 and Clause 49 of the Listing Agreement, the Company
 
 has framed a Whistle Blower Policy / Vigil Mechanism to report concerns
 about the Company''s working or about any violation of its policies. The
 details of the Vigil Mechanism/ Whistle Blower Policy is also posted on
 the website of the Company and may be accessed at the link
 http://pcblltd.com/investorrelations/ investorrelations.php .
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as the evaluation of the working of its Audit, Nomination and
 Remuneration and other Committees. The manner in which the evaluation
 has been carried out has been explained in the Corporate Governance
 Report.
 
 Remuneration Policy
 
 The Board has on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The extract of Remuneration
 Policy is stated in the Corporate Governance Report.
 
 Related Party Transactions
 
 All Related Party Transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. Hence, the provisions of Section 188 of the
 Companies Act, 2013 are not attracted.  Thus, disclosure in Form AOC-2
 is not required. Further, there are no materially significant Related
 Party Transactions during the year under review made by the Company
 with Promoters, Directors, Key Managerial Personnel or other designated
 persons.
 
 All Related Party Transactions are placed before the Audit Committee
 for approval.
 
 The policy on Related Party Transactions as approved by the Board is
 uploaded on the website of the Company and may be accessed at the link
 http://pcblltd.com/investorrelations/ investorrelations.php .
 
 Risk Management
 
 Risk Management is the process of identification, assessment, and
 prioritization of risks followed by coordinated efforts to minimize,
 monitor and mitigate/control the probability and/or impact of
 unfortunate events or to maximize the realization of opportunities. The
 Company has laid a comprehensive Risk Assessment and Minimization
 Procedure, which is reviewed by the Audit committee and approved by the
 Board from time to time. These procedures are reviewed to ensure that
 executive management controls risk through means of a properly defined
 framework.
 
 Extract of Annual Return
 
 The details forming part of the extract of the Annual Return in Form
 MGT - 9 as required under Section 92 of the Companies
 
 Act, 2013, is marked as ''Annexure - A'', which is annexed hereto and
 forms a part of the Boards'' Report.
 
 Particulars of Employees
 
 As required under provisions of the Companies Act, 2013 and Rule 5(2)
 and 5(3) of the Companies(Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, particulars of the employees concerned forms a
 part of the Board''s Report.  Having regard to the provisions of
 Section 136 of the Companies Act, 2013, the Annual Report excluding the
 aforesaid information is being sent to the members of the Company. Any
 member interested in obtaining such particulars may write to the
 Company Secretary of the Company.
 
 Details relating to Remuneration of Directors, Key Managerial Personnel
 and employees
 
 Disclosure pertaining to remuneration and other details as required
 under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 is marked as ''Annexure - D'', which is annexed hereto
 and forms a part of the Board''s Report.
 
 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.
 
 Number of meetings of Board of Directors
 
 The details of the number of meetings of the Board of Directors held
 during the financial year 2014-15 forms a part of the Corporate
 Governance Report.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 134(3) (c) of the Companies Act, 2013, the
 Directors to the best of their knowledge and belief confirm that:
 
 i) in the preparation of the annual accounts for the financial year
 ended 31st March, 2015, the applicable accounting standards have been
 followed;
 
 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 the profit and 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, 2013 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;
 
 v) Internal financial controls laid down by the Directors have been
 followed by the Company and such internal financial controls are
 adequate and were operating effectively.
 
 vi) proper systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 Declaration by Independent Directors
 
 Mr. C R Paul, Mr O P Malhotra, Dr. Ram S Tarneja, Mr. K S B Sanyal, Mr.
 Pradip Roy and Mrs. Kusum Dadoo, are Independent Directors on the Board
 of the Company. The Company has received declarations from all the
 Independent Directors of the Company confirming that they meet the
 criteria of Independence as prescribed both under the Companies Act,
 2013 and Clause 49 of the Listing Agreement.
 
 Auditors
 
 Pursuant to the provisions of Section 139 of the Companies Act, 2013
 and the rules framed thereunder, M/s. Price Waterhouse (Firm
 Registration No. 301112E), Chartered Accountants, were appointed as
 Statutory Auditors of the Company from the conclusion of the 53rd
 Annual General Meeting (AGM) of the Company held on 30th July, 2014
 till the conclusion of 56th AGM to be held in the year 2017, subject to
 ratification of their appointment at every AGM. Accordingly, a
 Resolution seeking Members ratification for their appointment is
 included at item no. 4 of the Notice convening the Annual General
 Meeting.
 
 Cost Audit
 
 Pursuant to Section 148 of the Companies Act, 2013 read with the
 Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost
 Audit records maintained by the Company relating to manufacture of
 Carbon Black and generation and transmission of electricity at the
 plants located at Durgapur, Cochin, Palej and Mundra, of the Company is
 required to be audited. Your Directors had, on the recommendation of
 the Audit Committee, appointed Messrs Shome & Banerjee, to audit the
 cost accounts of the Company for the financial year 2015-2016 on a
 remuneration of Rs. 3,50,000/- (Rupees three lacs fifty thousand only).
 As required under the Companies Act, 2013, the remuneration payable to
 the Cost Auditors is required to be placed before the members in a
 Annual General Meeting for their ratification. Accordingly, a
 Resolution seeking Members ratification for the remuneration payable to
 Messrs Shome & Banerjee, Cost Auditors is included at item no. 8 of the
 Notice convening the Annual General Meeting.
 
 The Company submits its Cost Audit Report with the Ministry of
 Corporate Affairs within the stipulated time period.
 
 Secretarial Audit
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company has appointed Anjan Kumar Roy &
 Co., Company Secretaries (Membership No. FCS 5684) to undertake the
 Secretarial Audit of the Company. The Secretarial Audit Report for the
 Financial Year ended 31st March, 2015 is annexed herewith and marked as
 ''Annexure - E''.
 
 Directors
 
 Mr. Altaf Jiwani, who was a Whole Time Director and Chief Financial
 Officer of the Company, resigned from the services of the Company at
 the close of the business on 30th January, 2015. The Board has placed
 on record its appreciation for the invaluable support and guidance
 received from Mr. Altaf Jiwani during his association with the Company.
 
 Mr. Shashwat Goenka, was appointed by the Board of Directors at its
 meeting held on 30th July, 2014 as an Additional Director of the
 Company with effect from 1st September, 2014.  Mr. Shashwat Goenka
 holds office as an Additional Director of the Company upto the date of
 the ensuing Annual General Meeting. The Company has received a notice
 pursuant to Section 160 of the Companies Act, 2013 along with
 prescribed deposit from a member of the Company signifying his
 intention to propose the candidature of Mr. Shashwat Goenka for the
 office of the Director of the Company. Details of the proposal for
 appointment of Mr. Shashwat Goenka is mentioned in the Explanatory
 Statement under Section 102 of the Companies Act, 2013 of the Notice of
 the 54th Annual General Meeting.
 
 The Companies Act, 2013 and the revised Clause 49 of the Listing
 Agreement require that a Woman Director should be a member of the Board
 of Directors. Mrs. Kusum Dadoo was appointed by the Board of Directors
 at its meeting held on 22nd January, 2015 as an Additional Director of
 the Company with effect from 1st April, 2015. Mrs. Kusum Dadoo holds
 office as an Additional Director of the Company up to the date of the
 ensuing Annual General Meeting. The Company has received a notice
 pursuant to Section 160 of the Companies Act, 2013 along with
 prescribed deposit from a member of the Company signifying his
 intention to propose the candidature of Mrs. Kusum Dadoo for the office
 of a Director of the Company. Details of the proposal for appointment
 of Mrs. Kusum Dadoo is mentioned in the Explanatory Statement under
 Section 102 of the Companies Act, 2013 of the Notice of the 54th Annual
 General Meeting.
 
 Mr. Paras K Chowdhary, retires by rotation at the forthcoming Annual
 General Meeting and being eligible offers himself for re-appointment.
 
 Key Managerial Personnel
 
 The following persons were formally appointed as Key Managerial
 Personnel of the Company effective from 1st April, 2014 in compliance
 with the provisions of Section 203 of the Companies Act, 2013:
 
 a) Mr. Kaushik Roy, Managing Director.
 
 b) Mr. Kaushik Mukherjee, Company Secretary.
 
 c) Mr. Altaf Jiwani, Chief Financial Officer (till 30th January, 2015).
 
 d) Mr. Raj Kumar Gupta, Chief Financial Officer (w.e.f 1st February,
 2015).
 
 Mr. Altaf Jiwani having resigned at the close of business on 30th
 January, 2015, Mr. Raj Kumar Gupta was appointed as the Chief Financial
 Officer and Key Managerial Personnel effective from 1st February, 2015.
 Remuneration and other details of the Key Managerial Personnel for the
 year ended 31st March, 2015 are mentioned in the extract of the Annual
 Return, which is attached as ''Annexure - A'' and forms a part of the
 Board''s Report.
 
 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 deep 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 
    
                                    Sanjiv Goenka
 Kolkata                            Chairman
 6th May, 2015                      (DIN: 00074796)
 
 
Source : Dion Global Solutions Limited
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