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Directors Report of Cochin Minerals & Rutile Ltd.
Mar 31, 2025
Your Directors are pleased to present the 36th Annual Report of your Company along with
audited statements of accounts for the year ended 31st March 2025.
FINANCIAL HIGHLIGHTS
|
'' Lakhs |
||
|
Year ended |
Year ended |
|
|
Sales and Other Income |
32,741.02 |
30,328.90 |
|
Profit before Interest & Depreciation |
3,907.75 |
4,073.85 |
|
Interest |
20.29 |
83.93 |
|
Depreciation |
113.49 |
85.56 |
|
Net Profit for the year |
3,773.97 |
3,904.36 |
|
Provision for Tax |
1,386.16 |
1,239.41 |
|
Deferred tax asset (liability) |
31.90 |
(4.28) |
|
Tax for previous period |
0 |
1,809.75 |
|
Profit after tax |
2,355.91 |
859.48 |
DIVIDEND
During the year, revenue from operations and other income of your company increased
by 7.95% from Rs. 30,328.90 lakhs to Rs 32,741.02 lakhs and profit after tax stood at
Rs.2,355.91 lakhs against Rs.859.48 lakhs of previous financial year. Considering the cur¬
rent market scenario, adequate profit generation for the year 2025-26 remains uncertain.
Hence, Your Directors are pleased to recommend a dividend of 80% (Rupee 8/- per equity
share of ''10/- paid up) on the equity shares for the financial year ended 31st March, 2025,
subject to approval of the members at the ensuing Annual General Meeting.
TRANSFER TO RESERVE
The Board of Directors of your Company has decided not to transfer any amount to the
Reserve for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for
the current year are given as Annexure - VI.
DIRECTORS & KEY MANAGEMENT PERSONNEL
The Board of Directors of the Company is duly constituted and none of the Directors is
disqualified under the provisions of the Companies Act, 2013(âActâ) and SEBI (Listing Obli¬
gations and Disclosure Requirements) Regulations, 2015
The Board of Directors of the Company , on the recommendation of Nomination and Re¬
muneration Committee(NRC), at their meeting held on 29th May, 2024, appointed Mr. Anil
Ananda Panicker (DIN: 05214837),Non Executive Director of the Company as the Whole
Time Director, designated as Executive Director of the Company, subject to the approval of
members of the Company. Members of the Company passed special resolution in the AGM
held on 24th August, 2024 for appointment of Mr. Anil Ananda Panicker (DIN: 05214837) as
Whole - Time Director.
Mr. Achutha Janaradhana Pai (DIN: 00115688), ceased to be Non-Executive Independent
Director with effect from 07th July 2024, up on completion of his second term. The Board
placed on record its appreciation for valuable contribution, advice and guidance provided
by him, during his association as an Independent Director of the Company.
Board of Directors of the Company, based on the recommendation of NRC, at their meet¬
ing held on 22nd July, 2024 had appointed Mr.V.Vinod Kamath (DIN: 10700232) and
Mr.Yogindunath S (DIN: 02905727) as Additional Directors designated as Non Executive
Independent Directors, subject to the approval of shareholders, with effect from 22nd July
2024 for a period of 3(Three) consecutive years. Thereafter members of the company
passed special resolutions for appointment of Mr. V. Vinod Kamath(DIN: 10700232) and
Mr. Yogindunath S(DIN: 02905727) as Non-Executive Independent Directors of the com¬
pany for a period beginning from 22nd July, 2024 to 21st July 2027 in the AGM held on 24th
August 2024.
Mr. R.K Garg (DIN: 00644462), ceased to be the Non Executive Independent Director, with
effect from 03rd September 2024, upon completion of his second term. Board placed on re¬
cord its appreciation for the valuable contribution, advice and guidance provided by Mr. R.K
Garg (DIN: 00644462), during his association as Independent Director of the Company.
Mr. R K Garg(DIN: 00644462) has been the Chairman of the Company since 1990. Con¬
sidering his experience and expertise in chemical industry and based on the recommen¬
dation of NRC, he has been appointed as Non Executive Non-Independent Director of the
Company with effect from 03rd September 2024 in the Board meeting held on 22nd July
2024, subject to the approval of members of the Company and members passed the spe¬
cial resolution for the appointment of Mr. R K Garg as the Non Executive Non-Independent
Director in the AGM held on 24th August 2024 and he has been serving as the Chairman
of the Company.
Mr. G R Warrier (DIN: 01146202) ceased to be the Non Executive Independent Director,
with effect from 03rd September 2024, up on completion of his second term. Board placed
on record its appreciation for the valuable contribution, advice and guidance provided by
Mr. G R Warrier (DIN: 01146202), during his association as Independent Director of the
Company
Mr. Ravichandran Rajan (DIN: 00968758) had resigned from the office of Independent
Director due to bad health and personal reasons with effect from 05th September 2024.
Board placed on record its appreciation for the valuable contribution, advice and guidance
provided by Mr. Ravichandran Rajan (DIN: 00968758), during his association as an Inde¬
pendent Director of the Company.
The Board of Directors of the Company, based on the recommendation of NRC, at their
meeting held on 30th October, 2025 had appointed Mr. Venkitraman Anand (DIN: 07446834)
as Additional Director designated as Non Executive Independent Director subject to the
approval of members of the Company with effect from 30th October 2024 for a period of
3(Three) years, in the casual vacancy caused by the resignation of Mr. Ravichandran Rajan
(DIN: 00968758). On 04th December 2024 the members of the Company passed Special
Resolution through postal ballot for appointment of Mr. Venkitraman Anand (DIN:07446834)
as Independent Director of the Company for a period beginning from 30th October 2024 to
29th October 2027.
The Board of Directors of the Company, based on the recommendation of NRC,had ap¬
pointed Dr. Rabinarayan Patra (DIN:00917044) as Additional Director designated as Non¬
Executive Independent Director subject to the approval of members of the Company with
effect from 10th February, 2025 for a period of 3(Three) years. Members of the Company
passed a special resolution through postal ballot on 20th March 2025 for appointment of Dr.
Rabinarayan Patra (DIN: 00917044) as Independent Director of the Company for a period
beginning from 10th February 2025 to 09th February 2028.
KSIDC vide its letter dated 03rd January 2025 had withdrawn nomination of Mr. Prasanth
Raghunathan (DIN: 02113647) as its Nominee Director and appointed Mr. Hari Krishnan
R (DIN: 10762540) as its Nominee Director in his place. Board approved the same in its
meeting held on 10th February 2025, subject to the approval of shareholders, and share¬
holders passed the Ordinary Resolution through postal ballot on 20th March 2025 for the
appointment of Mr. Hari Krishnan R (DIN: 10762540) as Nominee Director.
Mr. T P Thomaskutty (DIN:01473957) has completed his second term as Non-Executive
Independent Director and consequently ceased to be a Director of the Company with effect
from 24th May, 2025. Board placed on record its appreciation for the valuable contribution,
advice and guidance provided by Mr. T P Thomaskutty (DIN:01473957), during his associa¬
tion as Independent Director of the Company.
Mr. Suresh Kumar K S, had resigned from the post of Chief Financial Officer and Key
Managerial Personnel (CFO & KMP) of the Company with effect from 12th December 2024.
Board noted the same in its meeting held on 30th October 2024 and placed on record its ap¬
preciation of services rendered by him, during his tenure as CFO & KMP of the Company.
On the same day, Board appointed Mr.Rajeesh E G as Chief Financial Officer and Key
Managerial Personnel of the Company with effect from 12th December 2024. Mr.Rajeesh
E G resigned from the said post and ceased to be CFO and KMP on the close of business
hours on 11th April, 2025. Mr. Suresh Kumar P, CGM(Finance) and Company Secretary has
been appointed as Chief Financial Officer and Company Secretary for the interim period
from 07th July, 2025 to 31st August, 2025. Board appointed Mr. Joby Mathew, as the CFO
and KMP in its meeting held on 07th July, 2025 with effect from 01st September, 2025.
As per the provisions of the Act, your Directors, Mr. Nabiel Mathew Cherian (DIN:03619760)
and Mr. Anil Ananda Panicker (DIN:05214837) retire by rotation at the ensuing Annual Gen¬
eral Meeting and being eligible, offer themselves for re-appointment. During the financial
year ended 31st March 2025, Dr. S N Sasidharan Kartha (DIN: 00856417), Managing Direc¬
tor, had been on Medical leave due to health issues and Mr. Saran S Kartha(DIN:02676326),
Joint Managing Director was entrusted with the duties of Managing Director. Dr. S N Sasid¬
haran Kartha was also on medical leave with effect from 01st April 2025 and he expressed
his desire to step down as Managing Director and Director of the Company with effect from
20th May, 2025 due to health reasons. Company had received from him, notice of resig¬
nation from the post of Managing Director and Office of Director of the Company and the
same was accepted by the Board in its meeting held on 21st May, 2025. The Board placed
on record its deep sense of appreciation of the exemplary services rendered by Dr. S. N.
Sasidharan Kartha during his tenure as Managing Director. He ceased to be the Managing
Director and Director with effect from 21st May 2025. Being the Chief promoter and founder
Managing Director since its inception and considering his long association, vast experi¬
ence, knowledge and wisdom in the business of the Company and to continue to benefit
from his rich and valuable experience, the Board, based on the recommendation of the
NRC, appointed Dr. S N Sasidharan Kartha as Chairman Emeritus for a term of five years
w.e.f. 08th August, 2025, subject to the enabling provisions of altered Articles of Association
and approval of the shareholders in the ensuing Annual General Meeting.
In view of resignation of Dr. S N Sasidharan Kartha (DIN: 00856417), the Board of Direc¬
tors of the Company, on the recommendation of NRC, in their meeting held on 21st May,
2025, appointed Mr. Saran S Kartha (DIN:02676326), Whole-Time Director designated as
Joint Managing Director, as Managing Director of the Company with effect from 21st May
2025 for a period of 3(Three) years subject to the approval of shareholders in the ensuing
Annual General Meeting, on the same terms and conditions of his appointment as Joint
Managing Director.
In the opinion of the Board, Independent Directors, appointed during the year, possess
highest standards of integrity, expertise and experience. All the independent Directors ap¬
pointed during the year have registered themselves with the Indian Institute of Corporate
Affairs (IICA) towards inclusion of their names in the data bank maintained with it and they
meet the requirements of proficiency self-assessment test.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations that each of them meets the crite¬
ria of Independence as provided in Section 149 (6) of the Act and that there has been no
change in the circumstances which may affect their status of Independence.
DIRECTORSâ APPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remu¬
neration, Directorsâ qualifications, positive attributes, Independence of Directors and other
related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished
in Annexure - II.
ANNUAL EVALUATION
The Nomination and Remuneration Committee has carried out an annual evaluation of its
own performance, Board committees and individual Directors pursuant to the provisions of
the Act and the corporate governance requirements under SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. The evaluation was on the basis of inputs
from all the directors on criteria such as Board composition and structure, effectiveness
of board processes, meeting procedures and functioning etc. A meeting of Independent
Directors evaluated the performance of non-independent directors, the board as a whole
and that of the Chairman, taking into account the views of Executive Directors and Non¬
Executive Directors. These evaluations were considered and discussed in the subsequent
board meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Compa¬
nies (CSR) Rules, 2014 is given in Annexure - III.
RISK MANAGEMENT
The Board regularly considers and evaluates the risk factors and takes appropriate risk
mitigation steps from time to time.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formed an anti sexual harassment policy in line with the requirements of
the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act
2013 and an internal complaints committee has been set up to redress complaints, if any.
No complaint was received by the committee during the year 2024-25.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SEC¬
TION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial
statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the
Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- IV
in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the
Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on ac¬
count of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company oc¬
curred between the end of the financial year to which this report relates and on the date of
this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your direc¬
tors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2025, the applicable ac¬
counting standards have been followed and there are no material departures.
(b) The Directors had 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
and of the profit or loss of the Company for the year ended on 31.03.2025.
(c) The Directors had 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 had prepared the accounts on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by the Company
and that such controls are adequate and operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
M/s. Saghesh Kumar & Associates, Chartered Accountants, Aluva, was appointed in the
33rd Annual General Meeting of the Company as statutory auditor of the Company to hold
office for a period of 5 years and continue in office in terms of Section 139 (2) of the Com¬
panies Act, 2013. The report of the auditor for the current year does not contain any qualifi¬
cation or adverse comments. Further, no fraud has been reported by the Statutory Auditors
under Section 143 (12) of Companies Act 2013.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associ-
ates, Practicing Company Secretaries, Ernakulam, were appointed as the Secretarial Au¬
ditors for the financial year 2024-25. The Secretarial audit report in terms of section 204
of the Companies Act, 2013 is attached. The report does not contain any qualification or
adverse comments. Further, no fraud has been reported by the Secretarial Auditors under
Section 143 (14) of Companies Act, 2013.
ANNUAL RETURN
The Annual Return in form MGT-7 for the financial year ended 31st March, 2025, is available
on the website of the Company at URL: https://cmrlindia.com/wp-content/uploads/2025/07/
Annual-Return-2024-25.pdf
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are included in the corpo¬
rate governance report. There was no recommendation of the audit committee that was not
accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in the corporate
governance report.
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) of the Companies (Appoint¬
ment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure-V. In
terms of provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Rules, a statement showing the names and other particulars of the top ten em¬
ployees in terms of remuneration drawn and the name of employee drawing remuneration
in excess of the limits set out in the said rules forms parts of this Report. However, Annual
reports are being sent to the members excluding this information. In terms of section 136
of the Companies Act, 2013, the said statement will be open for inspection upon request
by the members.
CORPORATE GOVERNANCE
Your Company has complied with all the conditions of corporate governance regulations,
as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Require¬
ments) Regulations 2015. The corporate governance report and the certificate from the au¬
ditors regarding the compliances are annexed to this report as Annexures - VII, VIII & IX.
The report includes the details of the familiarization programme for Independent Directors
and the policies adopted viz. whistle blower policy to provide vigil mechanism and related
party transactions.
MAINTENANCE OF COST RECORDS
The Company is required to maintain cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013 and accordingly, such ac¬
counts are made and maintained.
TAX MATTERS
Consequent to search operations held on 25th January 2019, u/s 132 of the IT Act, the
Income Tax department reopened the tax assessment for the financial year 2011-12. The
company has contested the re-opening of the assessment for the financial year 2011-12
before the Honourable High Court of Kerala and the same is pending.
PENDING LITIGATIONS
The Ministry of Corporate Affairs, Government of India, ordered investigation of Companyâs
affairs u/s 212 of the Companies Act, 2013, which was challenged before the Honâble
High Court of Delhi which is pending disposal. In the meanwhile, investigation agency
SFIO completed investigation and filed a criminal complaint alleging violation of Sec 447
amongst other provisions which was taken cognizance by the Special court without notice
to the company and other proposed accused and the cognizance order was challenged
for lack of notice to the company by way of a writ before the Honâble High Court of Kerala
which was pleased to order status quo in the proceedings before the special court. The
Company had also filed an application in the main Writ Petition complaining that the SFIO
had filed Investigation Report/complaint even though an assurance was given by the SFIO
to the Honâble Delhi High Court that the Investigation Report will not be filed pending dis¬
posal of the main Writ Petition. The Honâble High Court of Delhi vide order dt 28.05.2025
had observed that the SFIO were not to proceed with the Investigation Report/complaint
filed before the Special Court in Kerala till the main Writ Petition is disposed of.
ED had also registered an ECIR against the Company and its senior officials u/s 50 of
PMLA, 2002. As there was no allegation of the company having committed any scheduled
offence, the Company approached Honâble Kerala High Court by filing a Writ Petition ques¬
tioning the jurisdiction of ED and the same is pending before the Court.
ISO CERTIFICATION
Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veri¬
tas, with accreditation from UKAS London and NABCB, India.
ISO 45001 : 2018 CERTIFICATION
Your Company has been awarded ISO 45001 : 2018 by the prestigious agency, Bureau
Veritas, with accreditation from UKAS London and NABCB, India, for maintaining safe and
healthy work place by preventing work related injury and ill health as well as proactively
improving companyâs occupational health and safety Management system.
NSF CERTIFICATION
Your companyâs products, viz. Ferric Chloride and Ferrous Chloride have got NSF/ANSI
Standard 60 certification for drinking water treatment chemicals from M/s N S F Internation¬
al, an organization designated as a Collaborating Center by the World Health Organization
(WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licenses from various Departments/
Authorities for carrying on its normal business. The licensed and installed capacity of Syn¬
thetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour-Management relations have been cordial and a new long term agreement with
Trade Unions of the Employees, valid till 10th April 2029, is in force.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and
foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts)
Rules are given in the Annexure - I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialized for trading. The ISIN number
of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with B S E Limited. The listing fee as required has
already been paid up to and including the year 2025-26.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to the Banks and Fi¬
nancial Institutions, Central and State Government Departments and local authorities for
their co-operation and support. Your directors are also thankful to the customers, suppliers
and business associates for their co-operation. Your directors also like to place on record
their appreciation of the valuable contribution made by the employees of the Company
at all levels. Finally, your directors are deeply grateful to the members for their continued
confidence and faith in the management of the Company.
For and On behalf of the Board of
COCHIN MINERALS AND RUTILE LIMITED,
Place : Aluva R.K. Garg
Date : 07.07.2025 Chairman
(DIN:00644462)
Mar 31, 2024
The Directors are pleased to present the 35th Annual Report of your Company along with audited statements of accounts for the year ended 31 st March 2024.
|
Rs. Lakhs |
||
|
Year ended |
Year ended |
|
|
31st March 2024 |
31st March 2023 |
|
|
Sales and Other Income |
30328.90 |
44778.45 |
|
Profit before Interest & Depreciation |
4073.85 |
7561.24 |
|
Interest |
83.93 |
130.75 |
|
Depreciation |
85.56 |
93.67 |
|
Profit before Tax |
3904.36 |
7336.82 |
|
Provision for Tax |
1239.41 |
1687.60 |
|
Deferred tax asset (liability) |
(4.28) |
6.50 |
|
Tax for previous period |
1809.75 |
- |
|
Profit after tax |
859.48 |
5642.72 |
During the year revenue from operations of your company decreased by 32.26% from ? 44778.45lakhs to ? 30,328.90lakhs due to decrease in volume & price of Synthetic Rutile and profit after tax stood at ? 859.48lakhs against ? 5642.72lakhs of previous financial year. However, Your Directors are pleased to recommend a dividend on the equity shares of 80% (? 81- per share) for the financial year ended 31st March 2024, subject to approval of the members at the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure - VI.
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your directors, Mr. Mathew M Cherian and Smt. Jaya S Kartha retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors of the company, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Anil Ananda Panicker, Non-Executive Director as Executive Director with effect from 01st June 2024 for a period of 3 (Three) years subject to the approval of shareholders in the ensuing Annual General Meeting. Mr. Achutha Janardhana Pai has completed his second term as Non-Executive Independent Director and consequently ceased to be a Director of the Company with effect from July 7, 2024.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted declarations that each of them meets the criteria of Independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of Independence.
DIRECTORSâAPPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure - II.
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation was on the basis of inputs from all the Directors on criteria such as Board composition and structure, effectiveness of Board processes, meeting procedures and functioning etc. A meeting of Independent Directors evaluated the performance of Non-Independent Directors, the Board as a whole and that of the Chairman, taking into account the views of Executive Directors and Non-Executive Directors. These evaluations were considered and discussed in the subsequent Board meeting/s.
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III.
The Board regularly considers and evaluates the risk factors and takes appropriate risk mitigation steps from time to time.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RE DRESS A L) ACT, 2013
The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2023-24.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures.
(b) The Directors had 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 and of the profit or loss of the Company for the year ended on 31.03.2024.
(c) The Directors had 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) That the Directors had prepared the accounts on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
Saghesh Kumar & Associates, Chartered Accountants, Aluva, was appointed in the 33rd Annual General Meeting of the Company as statutory auditor of the Company to hold office for a period of 5 years and continue in office in terms of Section 139 (2) of the Companies Act 2013. The report of the auditor for the current year does not contain any qualification or adverse comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013, M/s. SEP Associates, Company Secretaries, Kochi, were appointed as the Secretarial Auditors for the financial year 2024-25. The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report contains a qualification regarding the non compliance regarding the disclosures required to be maintained in the website of the Company under Regulation 46 of the SEBI (LODR) Regulations, 2015 and under applicable provisions of Companies Act, 2013. The website is under modification and the Company is taking steps for updation of the disclosures mandated.
The Annual Return in form MGT-7 for the financial year ended 31st March, 2024, is available on the website of the company at URL: https://www.cmrlindia.com/FY2023-24/Annu-alReturn.pdf
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the Board.
Five meetings of the Board were held during the year. Details are included in the corporate governance report.
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure -V.
Your Company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures -VII & VIII. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism and related party transactions.
Consequent to search operations held on 25th January 2019, u/s 132 of the IT Act, the Income tax department re-opened the tax assessments for the financial years 2011-12 to 2018-19. The Company has contested the re-opening of the assessment for the financial year 2011-12 before the Honourable High Court of Kerala and the same is pending before Court. The litigation for the financial years 2012-13 to 2018-19 was settled as per the Order of the Interim Board for Settlement dated 12.06.2023 and the additional tax was paid and the matter was closed.
Your Company has been granted ISO 9001: 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.
ISO 45001 : 2018 CERTIFICATION
Your Company has been awarded ISO 45001 : 2018 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India, for maintaining safe and healthy work place by preventing work related injury and ill health as well as proactively improving company''s occupational health and safety Management system.
Your company''s products, viz. Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s NSF International, an organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
The Labour-Management relations have been cordial and a new long term agreement with Trade Unions of the Employees, valid till 10th April 2029, is in force.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules are given in the Annexure -1.
The shares of your Company are compulsorily dematerialised fortrading. The ISIN number of the shares is INE105D01013.
The shares of your Company are listed with BSE Limited. The listing fee as required has already been paid upto and including the year 2024-25.
1. Pursuant to a MCA order dated 31.01.2024, the SFIO has initiated an investigation into the affairs of the company vide its order No.SFIO/lnv/AOI/2023-24 dated 31.01.2024. The company has challenged the cited order and filed Writ Petition in the Honourable High Court of Delhi and the litigation is pending.
2. ED has registered an ECIR against the company and its officials u/s 50 of the PMLAAct, 2002. As there exists no scheduled offence, the company has approached the Honourable High Court of Kerala questioning the jurisdiction of ED and the same is pending before the Court.
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their co-operation and support. Your Directors are also thankful to the customers, suppliers and business associates for their co-operation. Your Directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your Directors are deeply grateful to the members for their continued confidence and faith in the management of the company.
Mar 31, 2018
The Directors are pleased to present the 29th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2018.
|
FINANCIAL HIGHLIGHTS |
||
|
Rs. In Lakhs |
||
|
Year ended 31st March 2018 |
Year ended 31st March 2017 |
|
|
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/(Loss) for the year Provision for Tax Deferred tax asset (liability) Profit/(Loss) after tax Appropriations |
16505.88 855.98 569.33 68.57 218.08 84.15 133.93 NIL |
14962.27 (75.28) 637.68 90.21 (803.17) (230.45) (572.72) NIL |
DIVIDEND
Since the company did not generate sufficient profit during the year, your Directors do not propose to recommend a dividend for the financial year ended 31st March, 2018.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your directors Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mr. Anand Sarma, nominated to the Board by K S I D C Ltd. ceased to be a director with effect from Ist February 2018, on withdrawal of nomination and Shri. R Ravichandran, Deputy General Manager, Kerala State Industrial Development Corporation Ltd. was appointed as Nominee Director of K S I D C from the same date.
There was no change in Key Managerial Personnel.
DECLARATION OF INDEPENDENT DIRECTORS
The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
DIRECTORSâ APPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.
ANNUAL EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .
RISK MANAGEMENT
The Board regularly consider and evaluate the risks factors and take appropriate risk mitigation steps from time to time.
SEXUAL HARASSMENT
The company has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2017-18.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2018, the applicable accounting standards have been followed and there are no material departures
(b) The Directors had 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 and of the profit or loss of the Company for the year ended on that date.
(c) The Directors had 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) That the Directors had prepared the accounts on a going concern basis
(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139(2) of the Companies Act 2013, M/s A K Muralee & CO., Chartered Accountants, Edappally, was appointed in the 28th AGM as Statutory Auditor of the Company to hold office for a period of 5 years and then continue in office. The report of the auditor for the current year does not contain any qualification or adverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2018 in the prescribed form MGT-9 is given in Annexure V.
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in the corporate governance report
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI
DISCLOSURES NOT APPLICABLE AS THERE WAS NO TRANSACTION OR INCIDENCE DURING THE YEAR :
(i)Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Managing Director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015. The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexures VIII & IX. The report includes the details of the familiarisation programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.
ISO CERTIFICATION
Your Company has now been granted ISO 9001 : 2015 by the prestigious agency, Bureau Veritas, with accreditation from UKAS London and NABCB, India.
N S F CERTIFICATION
Your companyâs products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from various Departments/ Authorities for carrying on its normal business. The licenced and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees, valid till March 2020 is in force.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading. The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid upto and including the year 2018-19.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K.Garg,
Date : 28.07.2018 Chairman.
Mar 31, 2016
The Directors are pleased to present the 27th Annual Report of your Company along with audited statements of accounts for the year ended 31st March 2016.
|
FINANCIAL HIGHLIGHTS |
||
|
Rs. in Lakhs |
||
|
Year ended 31st March 2016 |
Year ended 31st March 2015 |
|
|
Sales and Other Income Profit before Interest & Depreciation Interest Depreciation Net/ Profit/Loss for the year Provision for Tax Deferred tax asset (liability) Loss after tax Appropriations |
15925.73 (1294.16) 641.52 196.38 (2132.06) (728.14) (1403.92) NIL |
11939.88 (2095.54) 795.84 395.98 (3287.36) (1136.77) (2150.59) NIL |
DIVIDEND
In view of the company having incurred loss during the year, as also in the previous year, your Directors are unable to recommend a dividend for the financial year ended 31st March, 2016
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year and outlook for the current year are given as Annexure VII
DIRECTORS & KEY MANAGEMENT PERSONNEL
As per the provisions of the Companies Act, 2013, your director Shri. Mathew M Cherian and Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Anil Ananda Panicker who was appointed by the Board as additional Director holds office up to the date of this Annual General Meeting.
There was no change in Key Managerial Personnel.
DECLARATION OF INDEPENDENT DIRECTORS
The independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and that there has been no change in the circumstances which may affect their status of independence.
DIRECTORSâ APPOINTMENT & REMUNERATION POLICY
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II.
ANNUAL EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements under SEBI Listing Regulations 2015. The evaluation was on the basis of inputs from all the directors on criteria such as Board composition and structure, effectiveness of board processes, meeting procedures and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole and that of the Chairman, taking into account the views of executive directors and non-executive directors. These evaluations were considered and discussed in the subsequent board meeting/s.
CSR INITIATIVES
The report on Corporate Social Responsibility activities in terms of Rule 8 of the Companies (CSR) Rules, 2014 is given in Annexure - III .
RISK MANAGEMENT
The Board of the Company has formed a Risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
SEXUAL HARASSMENT
The co has formed an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 and an internal complaints committee has been set up to redress complaints, if any. No complaint was received by the committee during the year 2015-16.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure IV in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this report relates and on the date of this report
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, your directors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2016, the applicable accounting standards have been followed and there are no material departures
(b) The Directors had 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 and of the profit or loss of the Company for the year ended on that date.
(c) The Directors had 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) That the Directors had prepared the accounts on a going concern basis
(e) The directors had laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.
AUDITORS & AUDIT REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013, Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed in the 25th AGM as Statutory Auditor of the Company to hold office till the conclusion of the AGM for the financial year ending 31st March 2017, subject to ratification by members at every AGM. The board recommend such ratification. The report of the auditor for the current year does not contain any qualification or adverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act, 2013 is attached. The report does not contain any qualification or adverse comments.
EXTRACT OF ANNUAL RETURN
The extract of annual return for the year ended 31.03.2016 in the prescribed form MGT-9 is given in annexure V.
AUDIT COMMITTEE
The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.
MEETING OF THE BOARD
Five meetings of the board were held during the year. Details are included in the corporate governance report
PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)
The particulars in terms of Section 197 read with Rule 5(1) & (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in annexure VI
DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE:
(i) Issue of equity shares with differential rights (ii)Issue of shares to employees (iii)Remuneration received by the Mg director and whole time directors from subsidiaries (iv)Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company (v) changes in subsidiaries and (vi) changes in nature of business .
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate governance regulations, as contained in the revised Chapter IV of SEBI (Listing obligations & Disclosure Requirements) Regulations 2015 (erstwhile Clause - 49) The corporate governance report and the certificate from the auditors regarding the compliances are annexed to this report as Annexure VIII & IX. The report includes the details of the familiarization programme for Independent Directors and the policies adopted viz. whistle blower policy to provide vigil mechanism, and related party transactions.
ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the prestigious agency, Bureau VERITAS Quality International, with accreditation from UKAS London and NABCB, India.
N S F CERTIFICATION
Your companyâs products, Ferric Chloride and Ferrous Chloride have got NSF/ANSI Standard 60 certification for drinking water treatment chemicals from M/s N S F International, the only organization designated as a Collaborating Center by the World Health Organization (WHO) for both food safety and drinking water safety and treatment.
The afore-said products of your company are the only NSF(National Sanitation Foundation) certified in Asia. While in the case of Ferrous Chloride, our Company is one among the 8 companies in the world who got certified by N S F International, in case of Ferric Chloride, we are one among the 39 companies certified by them.
AWARDS
Your Directors are pleased to report that your company bagged the Award for implementing pollution control measures from Government of Kerala for the 10th consecutive year -âExcellence Award for 8 years 2008 to 2015 and certificate of merit for securing Ist place among the medium scale industries in the preceding 2 years.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licenses from various Departments/ Authorities for carrying on its normal business. The licensed and installed capacity of Synthetic Rutile production now stands at 50,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term agreement with Trade Unions of the Employees expired in October 2015 and a new long term agreement is yet to be signed.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
The details/information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rules are given in the Annexure I.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialized for trading. The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing fee as required has already been paid up to and including the year 2016-17.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to the Banks and Financial Institutions, Central and State Government Departments and local authorities for their cooperation and support. Your directors are also grateful to the customers, suppliers and business associates for their co-operation. Your directors also like to place on record their appreciation of the valuable contribution made by the employees of the company at all levels. Finally, your directors are deeply grateful to the members for their continued confidence and faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K.Garg,
Date : 10.08.2016 Chairman.
Mar 31, 2013
The Directors are pleased to present the 24th Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2013.
FEVANCIALfflGHUGHTS Rs. in Lakhs
Year ended
31* Year ended 31*
March 2013 March 2012
Sales and Other Income 20,038.37 24,083.73
Profit before Interest
& Depreciation 6,944.94 9,115.11
Interest 189.07 260.59
Depreciation 273.86 291.83
Net Profit for the year 6,482.01 8562.68
Provision for Tax 2,160.14 2866.65
Deferred tax asset (liability) (12.44) (12.16)
Profit aftertax 4,334.31 5,708.19
Appropriations
Proposed Dividend 783.00 939.60
Dividend Tax 133.07 152.42
Transfer to General Reserve 866.86 1,141.64
Balance Carried Forward 2,551.38 3,474.53
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at 100 per cent (Rs.10 per share) including 80 per cent (Rs. 8 per
share) special dividend for the financial year ended 31st March, 2013.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
18730 MT as compared to 28000MT in the previous year. Ferric Chloride
production during the year was 16092 MT, as compared to 16720MT in the
previous year. Ferrous Chloride production during the year was
41446.970 MT as against 42686.900 MT in the previous year. The
production of Iron Hydroxide (Cemox) during the year was 23037 MT as
against 35416 MT in the previous year.
The main reason for decrease in production of Synthetic Rutile is short
supply of main raw material, ilmenite from the domestic as well as in
international market and market recession in Titanium industry.
b) Sales
Your company could sell 14826.450 MT of Synthetic Rutile during the
year as compared to last year''s sales of 28083.450 MT. The decrease in
sales was due to low level of production and market recession during
the year as already stated. Ferric Chloride sales amounted to 16300.955
MT during the year as compared to 16594.140 MT last year. Ferrous
Chloride sales this year amounted to41456.410MT (including export of
3072 MT) asagainst 42719.936 MT (including export sales 1464 MT)in the
previous year. Iron Hydroxide (Cemox) sales was 34768.920 MT compared
to 10588.845 MT in the previous year showing an increase of 228.35%
c) Foreign Exchange
Your company earned export income of US$353,45,546.40 equivalent to Rs.
192,21,26,571.00 comparedto
US$430,95,394.90(FOB)equivalenttoRs.210,17,99,853 in the previous year.
The utilization of Foreign exchange during the year was US$89,85,939.23
UKf 4267 and AED 100 equivalent to Rs.4,97,123,589 compared to
US$1757018.88, UK£218,AED300,JPY1,55,400/- equivalent to Rs.8,29,58,775
in the previous year. The increase in foreign exchange utilization
during the year was due to import of ilmenite due to short supply of
ilmenite in the domestic market. Statement in Form ''C is given in the
Annexure -1.
d) Profit
Your company earned a profit of Rs. 6944.94 lakhs before interest,
depreciation and tax and a net profit of Rs.4334.31 lakhs after tax
during the year as compared to Rs. 9115.11 lakhs and Rs. 5708.19 lakhs
respectively in previous year. Even though the profit this year as
compared to the earlier year has been lower due to lower sales
resulting from recession in the Titanium Industry, higher sales
realization has been main factor for the profit.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors Shri.
R K Garg, Shri. G R Warner and Shri. Nabiel Mathew Cherian retire by
rotation at the Annual General Meeting and being eligible, have offered
themselves for reappointment.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
and outlook for the current year are given as Annexure - III.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, it is hereby
confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2013, the applicable accounting standards have been
followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/ loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding against fraud
and other irregularities.
iv) That the Directors had prepared the accounts for the year ended 31a
March 2013 on a going concern basis. CRISIL RATING
Your company has been awarded a CRISIL rating of ''SME 1''from CRISIL
Limited which } indicates ''HIGHEST'' level of credit worthiness of the
company. ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
N S F Certification Your company''s products, Ferric Chloride and
Ferrous Chloride have got NSF/ANSI Standard 60 certification for
drinking water treatment chemicals from M/s N S F International, the
only organization designated as a Collaborating Center by the World
Health Organization (WHO) for both food safety and drinking water
safety and treatment.
The afore-said products of your company are the only NSF(National
Sanitation Foundation) certified in Asia. While in the case of Ferrous
Chloride, our Company is one among the 8 companies in the world who got
certified by N S F International and in the case of Ferric Chloride, we
are one among the 39 companies certified by them.
Eco-friendly Company
Your company has been declared as a model Eco-friendly Company for the
first time in Kerala by the State Government. The Kerala State
Pollution control Board has also appreciated our eco-friendly practices
and inimitable achievements of our company for taking various steps for
converting the entire materials co-generated during our manufacturing
process into value added by-products and thereby being a model plant in
Kerala State.
AWARDS
Your Directors are pleased to report that your company bagged the Award
for implementing '' pollution control measures from Government of Kerala
for the 6th consecutive year - "Excellence Award for 4 years 2008 to
2011 and certificate of merit for securing Ist place among the medium
scale industries in the preceding 2 years.
The company has secured Excellence Award for safety for the second year
in succession instituted by the Department of Factories and Boilers,
Government of Kerala. The company bagged the Kerala State safety Award
consecutively for the fifth year for outstanding performance in
industrial safety, health and welfare of employees.
AUDITORS
Mr. Saghesh Kumar K A, Chartered Accountant, Aluva who was appointed as
Auditor of the Company for the year under review, retire at the Annual
General Meeting and being eligible, has offered to be reappointed at
the Annual General Meeting.
COST AUDIT
In exercise of the powers conferred by sub-section (1) of section 233 B
of the Companies Act, 1956, the Central Government has directed that an
audit of the cost accounting records of the company be conducted for
the financial year ended 31st March, 2013 by a Cost Accountant.
Accordingly, the Board has appointed M/s Rajendran, Mani & Varier, Cost
Accountants to conduct cost audit of the company for the financial year
ended March 31, 2013.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/ Authorities for carrying on its normal business.
The licenced and installed capacity of Synthetic Rutile production now
stands at 45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term
agreement with Trade Unions of the Employees, valid till 2015 is in
force. The employee morale is quite high as can be observed from the
performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology upgradation are given in the Annexure -1. Improved practices
have resulted in better quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section
217(2A) of the Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58Aof the Companies Act, 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTING
The shares of your Company are listed with Bombay Stock Exchange Ltd.
The listing fee as required has already been paid upto and including
the year 2013-2014.
ACKNOWLEDGEMENTS
Your Directors wish to place on.record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contribution put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
PIace: Aluva, R.K.Garg,
Date: 13.05.2013 Chairman.
Mar 31, 2011
Dear Members,
The Directors are pleased to present the 22nd Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2011.
FlNANCIALfflGHUGHTS
Rs. in Lakhs
2011 2010
Sales and Other Income 13220.67 11204.13
Profit before Interest & Depreciation 1276.10 1487.92
Interest 234.79 245.52
Depreciation 316.53 344.08
Net Profit for the year 724.78 898.32
Provision for Tax 254.05 322.26
Deferred tax asset (liability) (13.92) (13.14)
Profit aftertax 484.65 589.20
Appropriations
Proposed Dividend 137.02 117.45
Dividend Tax 22.76 19.96
Transfer to General Reserves 24.23 29.46
Balance Carried Forward 300.64 422.33
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at Rs. 1.75 per share of Rs. 10/- each for the financial year ended
31st March, 2011.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
36175.000 MT as compared to 34200.000 MT in the previous year. Ferric
Chloride production during the year was 15069.000 MT, as compared to
12629.000 MT in the previous year. Ferrous Chloride production during
the year was 39197.000 MT as against 54859.640 MT in the previous year.
The production of Iron Hydroxide (Cemox) during the year was 46020.000
MT as against 15293.000 MT in the previous year.
The production of Ferric Chloride during the year recorded on increase
of 19 per cent as compared to the previous year
b) Sales
Your company sold 37121.530 MT of Synthetic Rutile during the year as
compared to last year's sales of 32358.700 MT, an increase of 15%.
Ferric Chloride sales amounted to 15914.620 MT during the year compared
to 12189.670 MT last year showing an increase of
31 per cent. Ferrous Chloride sales this year comes to 42348.145 MT, as
against 53090.375 MT in the previous year due to market recession. Iron
Hydroxide (Cemox) sales was 12018.430 MT compared to 5159.505 MT
showing an increase of 133 percent.
c) Foreign Exchange
The details of Foreign Exchange Earnings and utilization of Foreign
Exchange are given below:
2010-2011 2009-2010
Export Income-
USD 218,38,968 USD - 176,99,076
(Equivalent to Rs. 994976210) (Equivalent to Rs. 834800748)
Utilisation of Foreign Exchange
(a) USD - 10,97,111 USD - 14,25,975
(b) UKL - 600.00 UKL- 635.80
(c) AED - 9730.00 AED - 7837.25
(d) JPY - NIL JPY - 560000
(e) SGD - NIL SGD - 76
(f) EURO - NIL EURO - 2600
Total(Equivalent to Rs. 48549149) Total(Equivalent toRs.65260454)
Statement in Form 'C is given in the Annexure -1.
d) Profit
Your company earned a profit of Rs. 1276.10 lakhs before interest,
depreciation and tax and a net profit of Rs. 484.65 lakhs after tax
during the year as compared to Rs. 1487.92 lakhs and Rs. 589.20 lakhs
respectively in previous year. The decrease in profitability is due to
increase in raw material costs during the year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
are given as Annexure - III.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors
Shri.RKGarg,Shri.GR Warner and Smt. Jolly Cherian retire by rotation at
the Annual General Meeting. Shri. R K Garg and Shri. G R Warder being
eligible, have offered themselves to be reappointed. However, Smt.
Jolly Cherian is not seeking reappointment.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2 A A) of the Companies
Act, 1956, it is hereby confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2011, the applicable accounting standards have been
followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding against fraud
and other irregularities.
iv) That the Directors had prepared the accounts for the year ended
31st March 2011 on a going concern basis.
ISO CERTIFICATION
Your Company continues to be ISO 9001: 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
N S F Certification
Your company's products, Ferric Chloride and Ferrous Chloride got
NSF/ANSI Standard 60 certification for drinking water treatment
chemicals from M/s N S F International, the only organization
designated as a Collaborating Center by the World Health Organization
(WHO) for both food safety and drinking water safety and treatment.
The afore-said products of your company are the only NSF(National
Sanitation Foundation) certified products of its kind in Asia. While in
the case of Ferrous Chloride, our Company is one among 8 companies in
the world who got certified by N S F International and in the case of
Ferric Chloride, we are among the 39 companies certified by them.
AWARDS
Your Directors are pleased to report that your company bagged the Award
for implementing pollution control measures from Government of Kerala
for the 5th consecutive year - "Excellence Award for 3 years 2010, 2009
and 2008 and certificate of merit for securing 1st place among the
medium scale industries in the preceding 2 years.
Your company had also bagged Safety Award instituted by the Department
of Factories and Boilers, Government of Kerala for the third
consecutive year for outstanding performance in industrial safety.
AUDITORS
Mr. Saghesh Kumar K A, Chartered Accountant, Aluva was appointed
statutory Auditor of the Company by the Board, in place of M/s Lazar &
George, Chartered Accountants, erstwhile auditors who communicated
their inability/unwillingness to continue. Mr. Saghesh Kumar K.A,
Chartered Accountant, being eligible, has offered to be reappointed at
the Annual General Meeting.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/Authorities for carrying on its normal business.
The licenced capacity of Synthetic Rutile production now stands at
45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial. The existing long
term agreement with Trade Unions of the Employees, expired in January
2011 and negotiations with Trade Unions are in progress for a new Long
Term Agreement. The employee morale is quite high as can be observed
from the performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology upgradation are given in the Annexure -1. Improved practices
and installation of additional equipment have resulted in better
quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section 217
(2A)ofthe Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58 A of the Companies Act 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTINGS
The shares of your Company are listed with Bombay Stock Exchange Ltd.
The listing fee as required has already been paid upto and including
the year 2011-2012.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contributions put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
R.K. Garg,
Chairman.
Place: Aluva,
Date : 25.07.2011
Mar 31, 2010
The Directors are pleased to present the 21st Annual Report of your
Company along with audited statements of accounts for the year ended
31st March 2010.
FINANCIAL HIGHLIGHTS
Rs. in Lakhs
2010 2009
Sales and Other Income 11204.13 12442.06
Profit before Interest & Depreciation 1487.92 1571.64
Interest 245.52 285.22
Depreciation 344.08 332.96
Net Profit for the year 898.32 953.46
Provision for Tax 322.26 366.00
Fringe Benefit Tax - 16.25
Deferred tax asset (liability) (13.14) 66.76
Profit after tax 589.20 504.45
Appropriations
Proposed Dividend 117.45 117.45
Dividend Tax 19.96 19.96
Transfer to General Reserves 29.46 25.22
Balance Carried Forward 422.33 341.82
DIVIDEND
Your Directors are pleased to recommend a dividend on the equity shares
at Rs. 1.50 per share of Rs. 10/- each for the financial year ended
31st March, 2010.
OPERATIONS
a) Production
The production of Synthetic Rutile during the year under review was
34200.000 MT as compared to 34602.776 MT in the previous year. Ferric
Chloride production during the year was 12629.000 MT, as compared to
11743.000 MT in the previous year. Ferrous Chloride production during
the year was 54859.640 MT as against 51400.000 MT in the previous year.
The production of Ferric Chloride and Ferrous Chloride during the year
recorded increase of 7.54 per cent and 6.73 per cent respectively as
compared to the previous year.
b) Sales
Your company could sell 32358.700 MT of Synthetic Rutile during the
year as compared to last years sales of 35460.556 MT due to market
recession. .Ferric Chloride sales amounted to 12189.670 MT during the
year compared to 11751.435 MT last year showing an increase of
3.74 per cent. Ferrous Chloride sales this year comes to 53090.375 MT,
as against 50394.100 MT in the previous year showing an increase of
5.35 per cent.
c) Foreign Exchange
Your company earned export income of USD 176,99,076.12 equivalent to
Rs. 8348.01 lakhs, compared to USD 222,87,748.00 (FOB) equivalent to
Rs. 9669.55 lakhs in the previous year. The utilisation of Foreign
Exchange during the year was USD 1425975.05 , JPY 560000.00, SGD 76.00,
EURO 2600, UKã 635.80, AED 7837.25 equivalent to Rs.65260454/- compared
to USD 823840.42 equivalent to Rs. 36724749/- in the previous year. The
increase in foreign exchange utilization during the year was due to
import of ilmenite owing to its short supply in the domestic market.
Statement in Form ÃC is given in the Annexure - I.
d) Profit
Your company earned a profit of Rs. 1487.92 lakhs before interest,
depreciation and tax and a net profit of Rs. 589.20 lakhs after tax
during the year as compared to Rs. 1571.64 lakhs and Rs. 504.45 lakhs
respectively in previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the Working Results for the year
are given as Annexure à III.
DIRECTORS
As per the provisions of the Companies Act, 1956, your directors Shri.
Mathew M Cherian, Shri. A J Pai and Smt. Jaya S Kartha retire by
rotation at the Annual General Meeting and being eligible, have offered
themselves for reappointment.
CORPORATE GOVERNANCE
Your company has complied with all the conditions of corporate
governance regulations, as contained in the revised clause 49 of the
listing agreement. The corporate governance report and the certificate
from the auditors regarding the compliances are annexed to this report
as Annexure II and IV.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, it is hereby confirmed,
i) That in the preparation of the Annual accounts for the year ended
31st March 2010,
the applicable accounting standards have been followed.
ii) That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the profit/loss of the Company for the year under review.
iii) That the Directors had taken proper and sufficient care for the
maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding against fraud and other
irregularities.
iv) That the Directors had prepared the accounts for the year ended
31st March 2010 on a going concern basis.
ISO CERTIFICATION
Your Company continues to be ISO 9001 : 2008 certified by the
prestigious agency, Bureau Veritas Quality International, with
accreditation from UKAS London, ANSI-RAB, USA and NABCB, India.
AWARDS
Your directors are pleased to report that your Company bagged the Award
for implementing pollution control measures from Govt. of Kerala for
the 4th consecutive year à "Excellence Award" for years 2009 and 2008
and certificate of merit for securing 1st place among the medium scale
industries in the preceeding 2 years.
Your company had bagged the FIRST PRIZE in the safety awards instituted
by the Department of Factories and Boilers, Government of Kerala for
the year 2009 for outstanding performance in industrial safety. The
company had also won the certificate of excellence in Industrial safety
for the year 2008 from the State Government.
During the year 2009, your company received International Quality Crown
Golden Award 2009 from Business Initiative Directions, Madrid, Spain in
recognition of the outstanding commitment to the quality and
excellence. The selection procedure of the award is equal to that of
Deming Award in Japan, Malcolm Baldridge awards in U.S.A and EFQM in
Europe.
AUDITORS
M/s. Lazar & George, Chartered Accountants, Aluva who were appointed as
Auditors of the Company for the year under review, retire at the Annual
General Meeting and being eligible, offer themselves for reappointment.
STATUTORY APPROVALS & LICENCES
The Company has renewed all statutory approvals and licences from
various Departments/ Authorities for carrying on its normal business.
The licenced capacity of Synthetic Rutile production now stands at
45,000 MT per annum.
INDUSTRIAL RELATIONS
The Labour - Management relations have been cordial and a long term
agreement with Trade Unions of the Employees, valid till 2011 is in
force. The employee morale is quite high as can be observed from the
performance.
ENERGY CONSERVATION
The statements in Form A for Energy Conservation and Form B on
Technology absorption are given in the Annexure - I. Improved practices
and installation of additional equipment have resulted in better
quality of product and improved efficiency.
PARTICULARS OF EMPLOYEES
No employee in the service of the Company draws annual remuneration of
Rs. 24,00,000 or more per year or Rs. 2,00,000 or more per month for
any part of the reporting year requiring disclosure as per Section 217
(2A) of the Companies Act, 1956.
FIXED DEPOSITS
The Company has not accepted any deposit during the year within the
meaning of Section 58A of the Companies Act 1956 and the rules made
there under.
DEMATERIALISATION
The shares of your Company are compulsorily dematerialised for trading.
The ISIN number of the shares is INE105D01013.
LISTING
The shares of your Company are listed in Bombay Stock Exchange Ltd.,
Mumbai and the listing fees as required has already been paid upto and
including the year 2010-2011.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their deep sense of gratitude to
the Banks and Financial Institutions, Central and State Government
Departments and local authorities for their co-operation and support.
Your directors are also grateful to the customers, suppliers and
business associates for their co-operation. Your directors also like to
place on record their appreciation of the valuable contributions put in
by the employees of the company at all levels. Finally, your directors
are deeply grateful to the members for their continued confidence and
faith in the management of the company.
For and on behalf of the Board,
Sd/-
Place: Aluva, R.K. Garg,
Date : 26.07.2010 Chairman.
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