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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 '17    Mar 16

The Directors have pleasure in presenting the fifty - sixth Annual Report on business and operations of Phillips Carbon Black Limited and the Audited Accounts for the financial year ended 31st March, 2017,

FINANCIAL HIGHLIGHTS

(Amount in Rs. Crore)

Year ended

31.03.17

31.03.16

Total Revenue

2131.27

2115.47

PBDIT

305.02

217.30

Less: Finance and hedging cost

78.88

106.76

PBDT

226.14

110.54

Less: Depreciation

60.62

62.15

PBT

165.52

48.39

Tax Expense

96

31.48

PAT

69.52

16.91

Balance brought forward

652.77

640.35

Remeasurement of postemployment benefit obligation, net of tax

(1.55)

(0.33)

Transferred from OCI

(2.09)

(0.01)

Profit available for

718.65

656.92

Appropriation

Proposed Dividend including tax on dividend

(35.26)

(4.15)

Balance carried forward to Balance Sheet

683.39

652.77

The financial statements for the year ended 31st March, 2017 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended 31st March, 2016 have been restated in accordance with IND AS for comparative information.

DIVIDEND

The Board of Directors at its meeting held on 1st March, 2017 declared an interim dividend of 60% i.e, Rs.6/- per equity share. The above interim dividend has been paid during the financial year 2016-2017,

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of annual return in the prescribed format is given in ‘Annexure -A’, which is annexed hereto and forms a part of the Board’s Report.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the ‘Annexure - B’, which is annexed hereto and forms a part of the Boards’ 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. There is no outstanding balance as on 31st March, 2017.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the close of the financial year ended 31st March, 2017 and the date of this Boards’ Report.

The amalgamation of Goodluck Dealcom Private Limited, an erstwhile wholly owned subsidiary of the Company with the Company has been given effect in the Accounts for the year ended 31st March, 2017

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 and Tribunals impacting the going concern status and company’s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR 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 Statements.

COMMITTEES OF THE BOARD

Currently, the Board has five committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and the Independent Directors’ Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report Section of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures is given in ‘Annexure - C’, which is annexed hereto and forms a part of the Board’s Report.

The Company along with other companies of the Group has set up RP- Sanjiv Goenka Group CSR Trust, to carry out CSR activities.

The detail of the CSR Policy is also posted on Company’s website and may be accessed at link-http://pcblltd.com/ investorrelations/investorrelations.php.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, the Company has framed a Whistle Blower Policy / Vigil Mechanism for directors, employees, and stakeholders for reporting genuine concerns about any instance of any irregularity unethical practice and/or misconduct. The details of the Vigil Mechanism/ Whistle Blower Policy are also posted on the Company’s website and may be accessed at link-http://pcblltd.com/investorrelations/investorrelations. php.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015, 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.

At a separate meeting of Independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non - executive directors. The same was also discussed in the Board Meeting. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and the details pertaining to the remuneration paid during the year are furnished in the Corporate Governance Section of the Annual 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 which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval.

The policy on Related Party Transactions as approved by the Board is posted on the Company’s website and may be accessed at 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 realisation of opportunities. The Company has laid a comprehensive Risk Assessment and Minimisation 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.

PARTICULARS OF EMPLOYEES

As required under provisions of Section 197 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 Boards’ Report. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Accounts, excluding the aforesaid information are being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company. The said information is also available for inspection at the Registered Office during normal business hours (10.00 am to 6.00 pm) on all working days, up to the date of Annual General Meeting and shall also be available at the venue of the Annual General Meeting of the Company

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel 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 Boards’ Report.

LISTING

The equity shares of the Company continue to be listed on the National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Calcutta Stock Exchange (CSE). The Company has paid the requisite listing fees to all the Stock Exchanges for the financial year 2017-18.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, 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 2016-17 form 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, 2017, the applicable accounting standards have been followed and 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 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

The Company has received necessary declaration from each Independent Director under Setion 149(7) of the Companies Act, 2013 , that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act,2013 and Regulations 16(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board, Messers S R Batliboi & Co. LLP, having Registration No. 301003E/E300005 allotted by The Institute of Chartered Accountants of India (ICAI) be and are hereby appointed as the Statutory Auditors of the Company in place of the retiring Auditors, Messers Price Waterhouse, Chartered Accountants, having registration No. 301112E allotted by ICAI, who shall hold office from the conclusion of this 56th Annual General Meeting for a term of five consecutive years till conclusion of the 61st Annual General Meeting to be held in the year 2022, subject to ratification of their appointment by the Members at every Annual General Meeting held after this Annual General Meeting till the 61st Annual General Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors. Accordingly, a Resolution seeking the approval of the Members and ratification thereafter, 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, Kochi, Mundra and Palej is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Shome & Banerjee, to audit the cost accounts for the financial year 2017 -2018 on a remuneration of Rs.4,50,000/-(Rupees Four 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 General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to Messers Shome & Banerjee, Cost Auditors is included at Item no. 6 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, 2017 is marked as ‘Annexure -E’ , which is annexed hereto and forms a part of the Board’s Report.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification, reservation or adverse remark made by the Statutory or Cost or Secretarial Auditors in their Audit Reports issued by them.

DIRECTORS

Mr. Shashwat Goenka retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

There have been 2 changes in the composition of the Board of Directors of the Company during the financial year ended 31st March, 2017. Mr. Paras K Chowdhary,a Non-Executive Director of the Company, was appointed as an Independent Director of the Company and the approval of the shareholders was obtained in the Annual General Meeting of the Company held on 22nd July, 2016.

In addition to the above, Mr. Pradip Roy was inducted in the Audit Committee of the Board of Directors of the Company at its Board Meeting held on 13th May, 2016.

The policy on Directors’ appointment and remuneration including the criteria for determining the qualifications and positive attributes forms a part of the Corporate Governance Section of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company

GREEN INITIATIVES

As in the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Physical copies of the Notice convening the 56th Annual General Meeting (AGM) have been sent to all the Members of the Company. Besides, the electronic copies of the Notice have also been sent to all the Members whose email IDs are registered with the Company’s Registrar and Share Transfer Agent / Depository Participants for communication purposes. The electronic copies of the Annual Report 2016-17 are being sent to all Members whose email IDs are registered with the Company’s Registrar and Share Transfer Agent / Depository Participants. For Members who have not registered their email addresses, physical copies of Annual Report are being sent in the permitted mode.

To support the ‘Green Initiative’, Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc. electronically

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

Sanjiv Goenka

Kolkata Chairman

10th August, 2017 (DIN: 00074796)

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