The Directors are pleased to present the Twenty Fourth Annual Report
and the Audited Financial Statements for the year ended 31st March,
FINANCIAL RESULTS (Summary of key data) [Rs. In Lacs]
Particulars 2014-2015 2013-2014
Revenue Receipts 34580 34007
Other Income 294 174
Total Revenue Receipts including 34874 34181
Operating Profit before Finance Cost, 2537 2388
Depreciation & Tax
Loss on sale of Investments - (97)
Less: Finance Cost 59 121
Depreciation 285 260
Profit before tax 2193 1910
Less: - Current Tax 550 525
-Deferred Tax 12 38
Profit after tax 1631 1347
Balance brought forward from previous year 583 576
Profit available for appropriations 2214 1923
Adjusted for depreciation on assets where
remaining life is Nil, recognized in retained
earnings 32 -
Proposed Dividend on Equity Shares 265 239
Tax on Dividend 54 40
General Reserve 1486 1061
Balance Carried to Balance Sheet 377 583
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
The highlights of the Company''s performance are as under:
- Revenue from operations increased by 1.68% to Rs. 34580 lacs as
against Rs. 34007 lacs.
- Exports increased by 0.69% to Rs. 9717 lacs as against Rs. 9650
- PBDIT increased by 10.74% to Rs. 2537 lacs as against Rs. 2291
- Profit before Tax increased by 14.82% to Rs. 2193 lacs as against
Rs. 1910 lacs.
- Earnings per share increased by 21.20% to Rs. 15.38 as against Rs
- Cash Profit increased by Rs. 308 lacs to Rs. 2478 lacs as against
Rs. 2170 lacs.
- Net Profit after tax increased by 21.08% to Rs.1631 lacs as against
Rs. 1347 lacs.
REVIEW OF OPERATIONS
During the year under review, your Company performed well in all areas
of its operations, with top line growth and consistent earnings,
reflecting the effective corporate strategy of creating multiple
drivers of growth. Your Company has maintained its leadership, due to
continuous focus on Research, Development and Technology up-gradation
of innovative products and is expected to further improve its
performance in forthcoming years.
During the year, your Company has achieved a turnover of Rs. 34580
lacs as against Rs. 34007 lacs in the previous year, registering an
increase of 1.68% over the previous year. The growth in sales volume,
despite a subdued economical scenario, was made possible due to a focus
on value added products and development of new products through R&D.
Your Company achieved a direct export turnover of Rs. 9717 lacs as
against Rs. 9650 lacs in previous year, registering an increase of
0.69%. Despite stiff competition from other countries, international
buyers show preference to your company''s product mainly because of
its quality. The international market is expected to grow further.
Based on the Company''s performance, the Directors are pleased to
recommend a dividend of Rs. 2.50 per share for the year 2014-15,
subject to the members''approval. The dividend on the Equity Shares,
if approved by the members, would involve a cash outflow of Rs. 319.25
lacs, including dividend distribution tax.
Through consistent efforts in maintaining and improving the
international quality standards, your Company has created good demand
for its products. This has helped in facing price competition in both
domestic and international markets and also achieved increased volume.
With sustained efforts, we expect further improvements in our
performance in the current year. Your Company will continue to seek
new markets while consolidating its hold over the existing customers.
RESEARCH AND DEVELOPMENT
Your Company considers R&D as an essential tool to maintain it''s
technical advantage over competitors and to develop innovative
products. R & D is central to achieving excellence in product quality
with improved processes and optimization of available resources.
It makes continuous efforts to adopt and implement new technologies and
to improve the product-mix/process, so as to create higher value items
at lower costs, to widen its range of new generation master batches and
to facilitate the production of customized products. It strives to
leverage modern advances in science and technology and blend the same
with classical concepts of product development.
Your Company has, over the years, invested significantly in its
Research & Development (R&D) facility, as a key source of sustainable
competitive advantage. The in-house R&D division of your Company,
located at its plant, is recognized by the
Department of Science and Industrial Research (DSIR), Government of
India. Details appended in Annexure II to this Report.
Your Company has established various quality initiatives to meet or
exceed the expectations of its customers. It has invested in various
pilot plants and state-of-the-art testing equipments in order to carry
out all relevant tests for masterbatches, which support the smooth
running of it''s customers'' production processes well.
Through close interaction with your Company''s customers and
independent laboratories; your company receives continuous feedback,
which we take on board for the continued optimization of our products
STAR EXPORT HOUSE STATUS AND CRISIL RATING
Sustained growth in exports has enabled your Company to maintain its
Star Export House Status under the Foreign Trade Policy 2009-2014 and
is currently in the process of obtaining the Star Export House Status
under the new Foreign Trade Policy 2015-2019, being eligible for the
The Company''s Credit Rating is A/Stable/A1, assigned by CRISIL for
its working capital borrowings, which signifies a strong degree of
safety with regard to timely payments.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of
Association of the Company, Ms. Mahima P. Agarwal retires by rotation
at the ensuing Annual General and being eligible, has offered herself
The Company has received declarations from all the Independent
Directors of the company confirming that they meet the criteria of
independence as prescribed under the Act and Clause 49 of the Listing
Agreement with the Stock Exchanges.
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual performance evaluation of the Board,
its committees and individual directors is made. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of
independent directors shall be done by the entire Board of Directors,
excluding the directors being evaluated. The evaluation of all the
directors and the Board as a whole was conducted based on the criteria
and framework adopted by the Board. The evaluation process has been
explained in the Corporate Governance Report section in this Annual
Report. The Board approved the evaluation results as collated by the
nomination and remuneration committee. None of the independent
directors are due for re-appointment.
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a Remuneration policy for selection and appointmentof
Directors, Senior Management and their remuneration. The said policies
are displayed on our company''s website. The details pertaining to
remuneration 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 annexed and marked as Annexure
VI to this Report.
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, six Board Meetings and four Audit Committee
Meetings were convened and held, the details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the ''period prescribed under the Companies Act, 2013. For
further details, please refer report on Corporate Governance of this
Your Company has been actively practicing the principles of good
corporate governance over the years. It is committed to maintaining the
highest standards of corporate governance and adhering to the corporate
governance requirements set out by SEBI. The Board of Directors
supports the broad principles of corporate governance. In addition to
the basic governance issues, the Board lays strong emphasis on
transparency, accountability and integrity.
The report on Corporate Governance (in accordance with Clause 49 of the
Listing Agreements with the Stock Exchanges), the Auditors''
certificate on compliance by the Company and the Management Discussion
& Analysis, have been included in the Annual Report as a part of this
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangement/ transactions entered by the company during
the financial year with related parties were in the ordinary course of
business and on at arm''s length basis. During the year, the company
had not entered into any contract/arrangement/transaction with related
parties. Your Directors draw attention of the members to Note no 35 to
the financial statement, which sets out the details of related party
COMPLIANCE WITH THE CODE OF CONDUCT
The Director and Senior Management Personnel have reaffirmed their
compliance with the code of conduct.
The company has neither accepted any deposits during the year under
review, nor does it have any deposits outstanding at the year-end.
The information required under Section 197 (12) of the Companies Act,
2013 read with Rules 5 (2) & 5 (3) of the Company''s (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is given in the
Annexure V hereto forming part of the Report.
AUDITORS AND AUDITORS''REPORT Statutory Auditors
M/s K. N. Gutgutia & Co, Chartered Accountants, the present Statutory
Auditors of the Company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re- appointment. They have
furnished a Certificate to the effect that the re-appointment, if made,
would be within the limits prescribed under Section 139 of the
Companies Act, 2013 and that they are not disqualified for
re-appointment. They have confirmed their eligibility and willingness
to accept office, if re-appointed.
The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
Complying with the provisions of Section 148 of the Companies Act, 2013
and the MCA General Circular No. 15/2011 dated April 11,2011, (as
amended vide General Circular No. 36/2012 dated 6th November, 2012)
subject to the approval of the Central Government, the Audit Committee
has recommended and the Board of Directors had appointed M/s. K. G.
Goyal & Associates, Cost Accountants, Jaipur being eligible and having
sought appointment, as Cost Auditors of the Company to carry out the
Cost Audit of all the products manufactured by the Company for the year
ended March, 2015. Your Company submits its Cost Audit Report with the
Ministry of Corporate Affairs within the stipulated time period.
The Board has appointed Shri B.L.Patni, Practising Company Secretary,
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended March 31,2015 is
annexed and marked asAnnexure IX to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
ENVIRONMENT, SAFETY, ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company accords high priority to health, safety and environment,
particularly in and around its facilities. Safety awareness is
inculcated through regular safety awareness programs, basic fire safety
training, mock drills etc. As a part of safety management system, a
comprehensive safety manual has been developed for use by the operating
and safety personnel. There haven''t been any accidents reported
during the year under review.
In addition, energy conservation is a key priority for your Company and
it continuously strives to achieve this through process improvements
and through the enhancement of equipment capabilities.
Particulars relating to Energy Conservation (Refer Annexure I),
Technology Absorption (Refer Annexure III ) and Foreign Exchange
Earnings and Outgo (Refer Annexure IV), as required under section 134
of the Companies Act, 2013, are enclosed as a part of this report. ''
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a CSR Policy indicating the activities to be
undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Company''s website at
The Company has spent Rs. 16.91 Lacs. The balance could not be spent as
we are still in the initial years of identifying the suitable
The Company would also undertake other need-based initiatives in
compliance with Schedule VII to the Act. The disclosures as per Rule 9
of Companies (Corporate Social Responsibility Policy) Rules, 2014 has
been made and further details on CSR activities is annexed and marked
as Annexure VII to this Report.
Your Directors have formulated and uploaded a Risk Management Policy on
the company''s website, identified the elements of risk and
implementation thereof. This has also been covered in the Management
Discussion and Analysis, forming part of this report. ,
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and in terms of the Listing Agreements, a Vigil Mechanism,
which is a whistle blower policy for directors and employees to report
genuine concerns has been established. The said policy has been
uploaded on the website of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls. Scope
of work of Internal Audit Department includes review of processes for
safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions are
taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations. Our company has well tested ERP
system with requisite internal control to ensure financial safety as
well as timely preparation of reliable financial statements.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT
During the year, the company has given inter-corporate deposit for
short period and the same has been squared off within the same year.
The details of the investments made by company are given in the note
no. 11 & 14 to the financial statements.
EXTRACT OF THE ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 isannexedasa part of this
Annual Report asAnnexure VIII.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Directors
(a) that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) that the directors have selected such accounting policies and
applied them consistently and have 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 of 31 st March, 2015 and of the
profit of the Company for the period ended on that date;
(c) that the directors have taken proper and sufficient care to ensure
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
(d) That the directors have prepared the Annual Accounts on a ''going
(e) That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
(f) 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.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds that were required
to be transferred to the Investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education and Protection
Fund (Uploading of information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company, as on the date of lastAGM (i.e.23rd August,
2014), on the website of the company - www.poddarpigments.com and also
on website of the Ministry of Corporate Affairs.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. The Company has not accepted any deposits from public.
2. No issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. There is no employees'' Stock options Scheme (ESOS).
4. The Company does not have any Holding or Subsidiary or Associate
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and
Company''s operations in future.
6. The Company has not issued any sweat equity shares.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No material changes and commitments have occurred, after the close of
the year till the date of this report, which affect the financial
position of the Company.
The Management is grateful to the various Government and
Semi-Government Authorities, Bankers, Investors, Marketing Dealers,
Suppliers, Vendors and Customers for their valued support and
The Directors also wish to place on record their appreciation for the
dedication and excellent contribution of the employees in realizing and
achieving the objectives of the Company. The enthusiasm of the
executives, staff and workers has enabled the company to remain
consistently on growth path.
For and on behalf of the Board of Directors
PLACE: JAIPUR R. K. Sureka S. S. Poddar
DATE : 03.08.2015 DIRECTOR & CEO MANAGING DIRECTOR