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Privi Speciality Chemicals Ltd.

BSE: 530117 | NSE: PRIVISCL |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE959A01019 | SECTOR: Chemicals

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30-Day
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13,387
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  • Bid Price (Qty.)

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10-Day
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30-Day
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  • Prev. Close

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  • Open Price

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  • Bid Price (Qty.)

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  • Offer Price (Qty.)

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

DIRECTORS’ REPORT

To,

The Members,

Your Directors are indeed pleased to present the Thirty third Annual Report and Audited Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS : (Rupees in Lakhs)

Standalone for the Year ended on

Consolidated for the year ended on

31-03-2018

31-03-2017

31-03-2018

31-03-20171

(1)

Income (Net of Excise duty)

23,632.90

18,543.06

102,430.08

51,729.85

(2)

Profit before Interest, Depreciation & Taxation

3,652.47

2,375.83

14,620.50

7,935.97

Less : Interest

575.57

469.31

2,393.99

1,697.57

(3)

Profit before Depreciation and Taxation

3,076.90

1,906.52

12,226.51

6,238.40

Less : Depreciation

494.91

422.09

4,330.90

2,682.54

(4)

Profit before Tax for the year

2,581.99

1,484.43

7,895.61

3,555.86

Less : Provision for Taxation :

(a) Current Tax

573.23

353.11

1,907.04

877.22

(b) Deferred Tax

69.07

218.43

654.81

(40.83)

(c) Short Provision of earlier years (Net)

-

-

7.06

-

7.06

Sub-total

642.30

578.60

2,561.85

843.45

(5)

Profit after Tax for the year

1,939.69

905.83

5,333.76

2,712.41

Add: Other Comprehensive Income-OCI (Net)

(0.58)

(34.91)

(3.86)

(55.45)

(6)

Net profit after Tax for the year

1,939.11

870.92

5,329.90

2,656.96

Add : Balance B/f from previous year’s a/c.

3,290.17

5,061.18

4,931.47

5,061.18

Sub-total

5,229.28

5,932.10

10,261.37

7,718.14

(7)

Less : Appropriations :

(a) Transferred to General Reserve

-

-

-

-

-

(b) Dividend Paid (including Dividend Distribution Tax)

-

401.77

415.05

452.66

415.05

(c) Reserves acquired pursuant to demerger

-

-

-

-

144.74

Sub-total

401.77

415.05

452.66

559.79

Less : (a) Utilised for issue of Equity Shares in pursuance of Scheme of arrangement

-

-

963.44

-

963.44

(b) Utilised for issue of Compulsorily

convertible preference shares in pursuance of Scheme of Arrangement

-

-

1,263.44

-

1,263.44

Sub-total

-

-

2,226.88

-

2,226.88

(8)

Balance C/f to next year’s account

-

4,827.51

3,290.17

9,808.71

4,931.47

Dist. Raigad. There has been loss to assets comprising of Inventories, Buildings, Plant & Machinery and other Fixed Assets. POIL is not able to make a reliable estimate of the exact amount of loss, which would be estimated once the surveyors have completed their assessment. POIL is adequately insured and post the assessment, POIL will file a claim for reimbursement of loss with the Insurance Company.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs.1.50 (i.e.15%) per equity share (Previous Year Re.1.00 per equity share) for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

MEETINGS OF THE BOARD :

During the Financial Year 2017-18, 4 (four) meetings of the Board of Directors took place. For further details, please refer Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

The Company has not given any loan, made investment, given any guarantee or provided any security - covered U/s. 186 of The Companies Act, 2013 - to anyone.

CORPORATE GOVERNANCE/MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Report on the Corporate Governance Code along with a certificate from a practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34 of SEBI (LODR) Regulations, 2015 as also the Management Discussion and Analysis Report are annexed to this Report.

FIXED DEPOSITS:

During the year, Company has not accepted any Fixed Deposits.

CREDIT RATING :

CARE has maintained ‘CARE A-’ (Single A Minus) to Long Term Bank facilities (considered to be good for our size of manufacturing companies) and ‘CARE A1’ (A One) to Short Term Bank facilities.

TECHNICAL ACHIEVEMENT:

The Company keeps on exploring the possibility of technical improvement and process optimization for better yields / product mix/ energy efficiency.

DIRECTORS:

Shri Sumit Maheshwari (DIN 06920646) and Shri D. B. Rao (DIN 00356218) shall retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

The Board of Directors, during the year, have filled in remaining two out of the six casual vacancies of Independent Directors which had arisen on May 11, 2017 as follows:

Sr. No

Name of outgoing Director

Name of Incoming Director to fill in the casual vacancy

1

Shri Nitin Patel

Shri Darius Pandole

2

Shri Bhavin Shah

Shri Viren Joshi

Shri Harsha Raghavan (DIN 01761512) ceased to be a Director w.e.f. May 24, 2018. Board places on record the contribution of Shri Harsha Raghavan in the affairs of the Company during his tenure as a Director of the Company.

RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

The term of Shri P. R. Barpande, Shri Rajesh Budhrani, Shri Hemang Gandhi, Shri Darius Pandole and Shri Viren Joshi, the Independent Directors of the company who were appointed to fill in the casual vacancies expires on March 31, 2019, being the tenure of the Independent Directors in whose place they were appointed. The company has received notice from one of the members of the company proposing their re-appointment as Independent Directors for five years w.e.f. April 01, 2019.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company, inter alia, confirming that they meet the criteria of Independence as prescribed under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR ETC.:

Pursuant to the provisions of Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder and Clause 49 of the Listing Agreement, now regulation 19 of SEBI (LODR) Regulations,

2015 the Board of Directors at their Meeting held on August 11, 2014 approved the Remuneration and Nomination Policy as recommended by the Nomination and Remuneration Committee. The salient features of the said policy covering the policy on appointment and remuneration and other matters have been explained in the Corporate Governance Report.

BOARD EVALUATION :

Based on the criteria for evaluation of Independent Directors and the Board as recommended by the Nomination and Remuneration Committee and as adopted by the Board, Board carried out evaluation of its own performance and that of the individual Directors.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, the Directors hereby confirm:

i. that in the preparation of the financial statements for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act have been followed and there are no material departures from the same;

ii. that 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 at the end of the financial year viz. March 31, 2018 and of the profit of the Company for that period;

iii. that 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;

iv. that the Directors have prepared the annual accounts on a ‘Going Concern’ basis;

v. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. Names of the employees employed throughout the year and were in receipt of remuneration of not less than Rs. 102.00 Lakhs during the year

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2018

Sr.

No.

Name & Age

Designation/ nature of Duties

Remuneration (In Rs.)

Qualification

& experiene

Date of Commencement of employment

Last employment, Name of employer, post held and period (years)

% of equity shares held with spouse & dependent children

1

Shri Nahoosh Jariwala (57 Years)

Managing

Director

1,44,39,600

B.Com (36 years)

May 15, 2010

M/s. H.K. Finechem Limited (Executive Director) (16 years)

Nil

B. Names of employee’s employed for part of the year and were in receipt of remuneration of not less than Rs. 8.50 Lakhs per month

Details of Employees as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2018

Sr.

No.

Name & Age

Designation/ nature of Duties

Remuneration (In Rs.)

Qualification & experience

Date of Commencement of employment

Last employment, Name of employer, post held and period (years)

% of equity shares held with spouse & dependent children

Nil

LISTING

The Company’s securities are listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid the listing fees for F.Y. 2018-19 on the paid up equity share capital.

BUSINESS RESPONSIBILITY REPORT :

The Business Responsibility Reporting, as prescribed under Regulation 34 of SEBI (LODR) Regulations, 2015 is not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

All contracts / arrangements / transactions with related parties entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with related party transactions.

CORPORATE SOCIAL RESPONSIBILITY :

The Corporate Social Responsibility Committee had formulated and recommended to the Board a Corporate Social Responsibility Policy which has been approved by the Board. The other details of the CSR activities as required U/s. 135 of The Companies Act, 2013 are given in the CSR Report as Annexure to Directors’ Report.

RISK MANAGEMENT POLICY :

The Company has put in place Risk Management Plan. The Company has identified following elements of risk which in the opinion of the Board may threaten the existence of the Company:

1. Severe simultaneous drought in those Soya producing countries of the world on which Indian Crude Soya Oil refining is dependent.

2. Development of new and substantially cheaper manufacturing technologies using altogether new inputs for making various kinds of resins which are required for making paints, printing ink, hardeners.

3. New research on the benefits of Natural Vitamin E versus Synthetic one.

The Company has identified other hard vegetable oils such as Palm to which it can switch over to in the extreme event of non-availability of soya based raw materials throughout the year.

AUDITORS:

The auditors M/s. Price Waterhouse & Co. Chartered Accountants LLP were appointed at the 31st Annual General Meeting held on September 9, 2016 for a term of five years, from the conclusion of 31st AGM till the consolation off 36th AGM to be held in the year 2022.

SECRETARIAL AUDIT REPORT:

As required by Section 204 of The Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Dave & Associates, Company Secretaries, Ahmedabad, a firm of Company Secretaries in Practice to conduct Secretarial Audit for the Financial Year 2017-18. The Report of the Secretarial Audit for the financial year ended on March 31, 2018 is annexed as Annexure to this Report.

CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS:

As required under ‘revised’ SS-1 - Secretarial Standards on meetings of the Board of Directors which has come into effect form October 01, 2017, the company confirms compliances of applicable secretarial standards.

COST AUDITOR:

As per the Companies (Cost Records and Audit) Rules, 2014 as amended by Companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government, the Company is required to get its cost records maintained by it for the products covered under Chapters 2917 and 3823 of Sr. No. 18 of table mentioned under Rule 3 (B) -Non-regulated Sectors audited by a Cost Auditor. Accordingly, the Board of Directors, as per the recommendation of the Audit Committee, have appointed M/s. Rajendra Patel & Associates, Cost Accountants as Cost Auditors for the financial year 2018-19

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

A. Conservation of Energy

a. Energy Conservation measures taken:

Hot water system generator has been installed to capture the energy generated during cooling cycle of reaction process and the said energy is used to heat boiler feed water. This will save cost on fuel consumption.

b. Additional investments and proposals, if any, being implemented for reduction of consumption of Energy:

Based on the suggestion of the Consultant, motors, pumps, chillers, variable drives, piping, bulbs are being changed over a period of time.

c. Impact of measures listed in (a) and (b) for reduction of energy consumption and consequent impact on the cost of production of goods:

The above mentioned energy saving initiatives will help the company to contain its Power and Fuel costs.

d. Total energy consumption per unit of production as per prescribed Form ‘A’:

As per annexure attached.

B. Technology Absorption

The Company has an ongoing program for up gradation of existing products, improvement in manufacturing processes, reduction in product costs and increase in yield of prime intermediate / finished products. This is done through constant interaction with employees, customers and vendors.

Company continued its experiment with process routes.

Extract of Annual Return:

The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as Annexure to this Report.

ACKNOWLEDGMENTS:

Your Board of Directors wishes to place on record its appreciation to the contribution made by the employees of the company. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. The Directors also wish to thank the Government authorities, bank and shareholders for their cooperation and assistance extended to the company.

For and on behalf of the Board of Directors,

Place : Mumbai Utkarsh Shah

Date : May 09, 2018 Chairman

Director’s Report