Poddar Pigments Directors Report, Poddar Pigments Reports by Directors

Poddar Pigments

BSE: 524570|NSE: PODDARMENT|ISIN: INE371C01013|SECTOR: Dyes & Pigments
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 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
 other income
 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
 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.
 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.
 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
 and processes.
 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.
 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
 for re-appointment.
 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
 Annual Report.
 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
 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
 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.
 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
 adverse remark.
 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.
 Secretarial Auditor
 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
 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. ''
 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. ,
 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.
 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.
 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.
 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.
 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
 concern'' basis;
 (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.
 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 - 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
 company. ,
 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
                                                      & CFO
Source : Dion Global Solutions Limited
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