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Ashok Alco-Chem Ltd.

BSE: 524594 | NSE: ASHOKALCO | Series: NA | ISIN: INE994D01010 | SECTOR: Chemicals

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report


The Members,


The Directors present their 24th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2016.


The following figures summaries the financial performance of your Company during the year under review:

(Rs. in Lacs)



2015 - 16

2014 - 15

2015 - 16

2014 - 15

Net Sales/Income from Operations

Less : Total Expenditure

Profit/(Loss) from Operations before other

Income, Interest, Depreciation and Tax













Add : Other Income





Profit/(Loss) from Operations before Interest , Depreciation and Tax





Less : Interest





Profit/(Loss) from Operations before Depreciation and Tax





Less : Depreciation





Profit/(Loss) from Operations before Tax





Less : Tax Expenses Current Tax Earlier Year''s Tax Deferred Tax













Net Profit/(Loss)





In the Financial Year 2015-16, the slump in the overseas market for Bauxite and the competitive pricing structure, the profits for the trading division dipped down. However, your Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around product placement in niche market, overseas as well in the domestic sector which resulted around 10% dip in the Profit before Taxes. As far as the Trading Division is concerned, the mining policy of the New Government needs lot of clarity with respect to the Miner owners and Mine Explorers. It is envisaged that mining policy will be made clear and business may start capitalizing it within 4-5 months from now on.

In the manufacturing vertical, your Company has registered a record performance over previous year 2014-15, despite challenging macro-economic conditions, high inflation, depreciation of Indian currency against major currencies and negative business sentiments prevailing throughout the year and across the industry. The major force was sustained drive and team work of the entire organization, performance which remained high on agenda. This resulted into unprecedented record growth in production and capacity utilization throughout the year. Nonetheless to mention the key factor for the record performance was the induction of New Boiler having a higher capacity which improved and enhanced the efficiency of the manufacturing vertical. The performance of the chemical segment vis-a-vis compared to previous year 2014-15, improved significantly in terms of production and cost efficiency. Though the entry of the Chinese into the chemical industry, dipped the prices, the chemical division sustained its growth in the market and the sustained growth didn''t deter the profitability of the Chemical segment. The profitability of your Company during the Fiscal year 2015-16 wasn''t hampered by the ups and downs in the crude prices at the global level.

Your Company has been overall able to achieve consistency in spite of the low demand and low pricing for traded products as well the Chemical based products during the financial year 2015-16. The capital expenditure was Rs 335 lacs mainly on account of ongoing expansion projects and up gradations in the chemical division. Your Company has been successful in testing and approving new products at its own R&D centre to be launched in the near future. Your Company has achieved increased capacity utilization by 57% mainly on account of huge expenditure on CAPEX, atomization and recovery processes. Your Company in order to improve the efficiency and optimization of power resources has envisaged in the installation of a new Steam turbine and up gradation of cooling towers to reduce the power consumption resulting increase in profitability. The Capex cost is Rs 300 lacs which has been arranged through Term loans.

No material changes and commitments have occurred after the close of the financial year till the date of this report which affects the financial position of your Company.


Considering the performance of your Company during the year under review, your Directors are pleased to recommend a dividend of Re. 1/- (i.e. 10%) per equity share of Rs. 10/- each for the financial year ended March 31,

2016. If the proposed dividend is approved by the Members at the ensuing Annual General Meeting, the total dividend payout will be Rs. 46,00,343/-. The tax on dividend payout borne by the Company will be Rs. 9,36,519/-.


Your Company proposes to transfer Rs. 5,00,00,000/- to the general reserves of the Company.


The Authorized Share Capital of the Company remain unchanged at Rs.7,00,00,000/-divided into 50,00,000 Equity Shares of Rs 10/- each and 20,00,000 11 % Preference Shares of Rs 10/- each.

The Issued, Subscribed and Paid-Up Equity Share Capital of the Company remain unchanged at Rs. 4,60,03,430/- divided into 46,00,343 Equity Shares of Rs. 10/- each.

The Company has not issued any equity shares with differential rights or bought back any of its securities during the year under review. Further, it has also not issued any sweat equity/bonus shares/employee stock option plan, hence the disclosures required there under are not applicable.


Aura Alkalies and Chemicals Private Limited, Holding Company of your Company holds 25,18,632 Equity Shares of the Company i.e. 54.75%, at the end of the year.


The Company acquired 10,000 Equity Shares (including 6 shares through its nominee(ies) with beneficial interest held with the Company) of Ashwa Minerals Private Limited, on March 31, 2016. Accordingly, it became wholly-owned subsidiary of the Company.

Ashwa Minerals Private Limited is a leading manufacturer and seller of attapulgite based processed products in India with a well established brand “ASHWA ORC”. ASHWA - ORC is specially modified attapulgite suitable for edible oil refining process. ASHWA - ORC has three premium grades of oil refining clay which gives excellent results in several types of edible oils and produce clean and quality oils.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 (the Act), a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the audited standalone and consolidated financial statements and other relevant documents of the Company and audited accounts of the said subsidiary company, are available on the website of the Company,

The Company does not have any Associate or Joint Venture company.


During the year under review, there has been no change in the shares of your Company under the “Promoter and Promoter Group”. The present promoters of your Company are:

Sr. No.


No. of Shares held

% to total paid up capital


Aura Alkalies and Chemicals Private Limited




Mr. Sunil Shah




HK Dealers Private Limited



Total Promoters’ holding




The following Non-Executive Directors are Independent Directors in terms of the provisions of section 149(6) of the Companies Act, 2013 read with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter “ SEBI Regulations, 2015”)

a) Mr. Manoj Ganatra;

b) Dr. Umesh Kulkarni

The said Independent Directors are not liable to retire by rotation. They have submitted a declaration to the effect that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director, during the year.

Retirement by Rotation

Mr. Sunil Shah retires by rotation and being eligible has offered himself for re-appointment.

Non-Executive Directors

During the year, there was no change in Non-Executive Directors of the Company. The Non-Executive Directors were not paid any remuneration other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.


During the year under review, Mr. Sridhar Chari completed his tenure as Whole-Time Director of the Company on March 24, 2016. He did not seek re-appointment and ceased to be Whole-Time Director / Director of the Company w.e.f. March 25, 2016.

The Board places on record its appreciation for the services rendered by Mr. Sridhar Chari during his tenure with the Company.


The Company has, subsequent to the year under review, appointed Mr. Purab Shah as an Additional Director of the Company w.e.f. April 19, 2016, to hold office till the ensuing annual general meeting.

Further, Mr. Purab Shah has been appointed as an Executive Director & Chief Executive Officer of the Company for a period of two years w.e.f. April 19, 2016, subject to approval of Members at the ensuing Annual General Meeting.

The Company has received notice in writing under section 160 of the Companies Act, 2013 proposing appointment of Mr. Purab Shah as Executive Director. The Board recommends his appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel (KMP) of the Company:

a) Mr. Purab Shah - Executive Director & CEO (w.e.f. April 19, 2016)

b) Mr. V. Shashidharan - Chief Financial Officer;

c) Ms. Seema Gangawat - Company Secretary & Compliance Officer

Consequent to cessation of Mr. Sridhar Chari as Whole-time Director, he ceased as a KMP of the Company w.e.f. March 25, 2016.


The Board of Directors of the Company met five times during the financial year 2015-16 viz. on May 11, 2015, July 30, 2015, November 3, 2015, February 10, 2016 and March 31, 2016.


Pursuant to the provisions of the Companies Act, 2013 and the SEBI Regulations, 2015, policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors etc. has been formulated. The Nomination and Remuneration Policy has been put on the website of the Company,


In terms of the provisions of the Companies Act, 2013 read with Rules made there under and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of the performance of the Board of Directors, Committees of the Board and individual Directors have been carried out.

The evaluation framework for assessing the performance of Directors, inter alia, comprises of the following key areas:

i. Expertise;

ii. Objectivity and Independence

iii. Guidance and support in context of the Company''s operations;

iv. Understanding of the Company''s business;

v. Understanding and commitment to duties and responsibilities;

vi. Willingness to devote the time needed for effective contribution to Company;

vii. Participation in discussions in effective and constructive manner at the Meetings;

viii. Responsiveness in approach;

ix. Ability to encourage and motivate the Management for continued performance and success.


The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as per “Annexure A”.


Pursuant to the requirements of section 134(3)(c) read with 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

a. in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them 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 as at March 31, 2016 and the profit of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. 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.


Overall, the business continued to sustain resilience to the downtrend of global growth during the financial year ended March 31, 2016 reflecting a Net profit of Rs 1238.04 lacs, decline of around 14%. The production reached record levels at around 57% and envisages consistency in utilization of its production capacity in continuation.

Economy & Industry Scenario and Outlook

The below par performance of global economy was reflected in a continued deceleration in most emerging and developing economies, driven by low commodity prices, weaker capital inflows and subdued global trade. Against this backdrop, India seemed fairly resilient with a stable domestic macro-economic conditions and currency that performed better than most other emerging market currencies. However, a second consecutive year of drought and a low increase in support prices have led to a sharply slower growing rural economy compared to earlier years. The Chemical industry in spite of Chinese players performed fairly favorably though there was deceleration in the commodity prices. Hence it is inevitable for players to focus on broadening consistently customer base in the near future. Overall, the small players from unorganized sector have evident stiff competition compelling your Company to focus on improvising its margins thereon. Overall the fall prices and economy downtrend of few Asian countries has resulted stagnant exports due to unavailability. The strategic efforts of the Management have been successful in consistent and repeated order intake for your Company.

The global economic climate continues to be volatile, uncertain and prone to geo-political risks. Week consumer sentiment and low commodity prices are expected to affect global growth adversely. For India, 2016 despite challenging global headwinds will witness a stable macro performance. The key determinants of India''s economic performance on a long term basis will be the execution of the reforms agenda. While currently inflation is expected to be benign, upside pressures on inflation exist from the vagaries of monsoon or due to competitive devaluation of currencies. The financial Year 2015-16 witnessed few programs initiated by the Indian Government for the development of agriculture. Ethanol blending was one of the programs, but however this program led to scarcity of our raw material (Special Denatured spirit) which resulted in inconsistent pricing. Your Company envisages for addressing the challenges by strategic sourcing of raw materials. The Chemical industry being commodity oriented also witnessed inconsistent pricing. Your Company through its enhanced sales distribution network managed to sustain the market pressure.

Your Company expects to continue its strategy of seeking niche markets, broad customer base overseas and domestically yielding better margins with enhanced volume growth. The new R&D setup is endeavoring in addition of new products and has been successful in testing the outcome. Your Company is also in the process of modifying its idle capacity to cater to the new product expansion.

Segment-wise Performance

The low demand and competitive pricing for minerals in the overseas market marginally dipped down the top line of the Trading Division by approximately 6%. However long term contracts favored your company in sustaining the pressure of the low demand market. Your chemical segment achieved highest volume growth in terms of production but the top line decline was mainly due to reduced pricing of commodity products. The profits before interest and tax marginally declined owing to the low demand. However decline in profitability was marginal as your Company managed to focus only on customers yielding higher margins despite existence of challenging market conditions.

Your Company''s overall profit after tax for FY 2015-16 was Rs. 1238 Lacs against Rs. 1451 Lacs in FY 2014-15.

Opportunities, Threats, Risks and Concerns

The increased optimization of capacity of the Chemical Division due to addition of the new boiler and process modification, your Company envisages to significantly increase its market share by broadening its Customer base overseas as well as in the domestic sector. The major threat and risk to reckon with is the highly volatile pricing of one of the raw materials, import as well as domestic. Further in addition is the risk of availability of Alcohol, our major raw material in the domestic arena due to ethanol blending program initiated by the Government. Further, the commodity orientation for your Company, part of the highly volatile Chemical Industry faces certain threats and risks.

Financial Performance

Financial performance achieved by your Company, during the year under review, is as disclosed in this Report under the head ''Financial Results and Performance''.

Internal Control Systems and Adequacy

Your Board has adopted appropriate procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Material Developments in Human Resource / Industrial Relation front, including number of people employed

a. The number of employees for the year under review was 106.

b. There were no material developments as regards human resources / industrial relations front during the period under review.

Credit Rating

Your Company''s financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agency ICRA. Your Company has retained long-term rating of BBB- and short-term rating of A3. The outlook assigned on the long-term rating is stable.


Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed there under, M/s R. A. Kuvadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the twenty second Annual General Meeting (AGM) of the Company held on September 26, 2014 till the conclusion of the twenty fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Your Directors propose ratification of appointment of M/s R. A. Kuvadia & Co, Chartered Accountants, as statutory auditor for the year ended March 31, 2017.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, were appointed as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to “Chemicals” for the Financial Year ended March 31, 2016.

The Board of Directors at its Meeting held on May 20, 2016 has, on the recommendation of the Audit Committee, re-appointed M/s V. J. Talati & Co., Cost Accountants, having Firm Registration No. R00213, as the Cost Auditors of the Company to conduct the audit of Cost accounting records maintained by the Company relating to “Chemicals” for the Financial Year 2016-17 on a remuneration of Rs. 50,000/- plus applicable taxes and out-of-pocket expenses payable at actual. The said remuneration is subject to the ratification by the Members of the Company in terms of Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The payment of remuneration to M/s V. J. Talati & Co., approved by the Board is accordingly placed for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company had appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report in Form MR-3, for financial year 2015-16, has been appended as “Annexure B” to this Report.

The Secretarial Auditors contained following qualification, reservation or adverse remarks:

The composition of the Board of Directors of the Company is not in accordance with the provisions of Regulation 17( 1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board''s Explanation / Comments on above remarks:

The Company will work-out for a suitable option either to appoint new Independent Director or appoint any existing non-executive director, not being a promoter or related to promoter, as Chairman to make the Board composition as per provisions of Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Directors at their Meeting held on May 20, 2016 has re-appointed M/s. Jay Mehta & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2016-17.


Detailed composition of mandatory Board Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.


The Company has a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. The said Policy has been uploaded on the website of the


The details of Loans and Investment made by the Company, during the year, are as below:

Name of Party

Nature of Transaction

Amount (Rs.)

Ashapura Claytech Ltd.

Ashwa Minerals Private Limited

Loan Given Investment in Equity Shares



The Company had also made investment in liquid funds which were redeemed before March 31, 2016. The Company has not provided any guarantee and/or securities.


The transactions entered into by the Company with the related parties are on arm''s length basis and in the ordinary course of business and were not material in nature. Accordingly, the disclosure of said transactions in requisite Form AOC-2, is not applicable.


Your Company embraces responsibility for impact of its operations and actions on all stakeholders including society and community at large. As per the requirements of the Companies Act, 2013, the Company had duly constituted Corporate Social Responsibility Committee. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiative undertaken by the Company on CSR activities during the year are set out in Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The details of composition of CSR Committee etc. are provided under the Corporate Governance Report.


Risks can be internal and external and are inherent in all administrative and business activities. Formal and systematic risks have evolved and they are now regarded as good management practice also called Risk

Management. Your Directors have been entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise wide risk management framework, overseeing all the risks that the organization faces and also identify and assess adequacy of risk management infrastructure. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together govern and conducts the business of the Company and manages associated risks. The Company has introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is introduced several improvements and processes to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wise Risk Management, Internal Control and Internal Audit methodologies and processes.


The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure D” to this Report.


The Report on Corporate Governance forms part of this Report as “Annexure- E”.

A Certificate from M/s. Jay Mehta & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Regulations 2015, also forms part of the Annual Report.


During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.


There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.


The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made there under.

During the year under review, the Company did not receive any complaint.


In terms of Rule 8 (3) of the Companies (Accounts) Rules, 2014, the required details are as below:

Conservation of energy:

(i) The steps taken or impact on conservation of energy

Energy Conservation dictates how efficiently a company can conduct its operations. Your Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. Your Company has undertaken various energy efficient practices and has strengthened the Company''s commitment towards becoming an environment friendly organization. The Key Initiatives towards conservation of Energy were:

- Internal periodic energy audits to improve energy performance and benchmarks.

- Commissioning of an Advance Technology environment Protecting Boiler.

- Minimizing energy consumption by calculating thermodynamically feasible energy targets and optimizing heat recovery systems, energy supply methods and process operating conditions through Pinch Analysis.

- Modifications of Heat Recovery systems for eliminating waste steam and thereby optimizing energy resources.

(ii)The steps taken by the Company for utilizing alternate sources of energy

Major energy conservation initiatives taken for steam saving which has helped us to reduce the Coal consumption that has reduced emission of CO2 in atmosphere, which helps in global warming. Harmonic Audit is done at the plant to identify the losses in the plant and rectify the same.

(iii)The capital investment on energy conservation equipment - Rs. 296.05 lacs (Boiler & Heat recovery Cost) Technology absorption:

The Company''s integrated new research and technology unit helps create superior value by harnessing internal research and development skills and competencies and by innovating in emerging technology domains related to various business.

The Company focuses on new product, process modification to support existing business and create breakthrough technologies for new business. Major Efforts made towards Technology Absorption, developed 5 new products in R & D with successive trials. Development of New Quality Control Analytical for R & D Support solved the rebottling of the utility Load to run the plant on full capacity.

Foreign exchange earnings and outgo

(Amount in lacs)

Total Foreign Exchange used and earned

2015 - 2016

2014 - 2015

i. Foreign Exchange used



ii. Foreign Exchange earned




The Board acknowledges with thanks the contributions and support received from the Shareholders Government, Local Authorities, Financial Institutions & Banks, Creditors & Suppliers, Valued Customers, Employees and other Stakeholders of your Company.

For and on behalf of the Board

sd/- sd/-

Place: Mumbai Purab Shah Sunil Shah

Date: August 1st 2013 Executive

Director & CEO Director

Director’s Report