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Punjab Chemicals & Crop Protection Ltd.

BSE: 506618 Sector: Industrials
NSE: PUNJABCHEM ISIN Code: INE277B01014
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OPEN 359.50
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VOLUME 5140
52-Week high 387.50
52-Week low 160.00
P/E 152.08
Mkt Cap.(Rs cr) 444
Buy Price 360.00
Buy Qty 1.00
Sell Price 361.95
Sell Qty 1.00
OPEN 359.50
CLOSE 357.65
VOLUME 5140
52-Week high 387.50
52-Week low 160.00
P/E 152.08
Mkt Cap.(Rs cr) 444
Buy Price 360.00
Buy Qty 1.00
Sell Price 361.95
Sell Qty 1.00

Punjab Chemicals & Crop Protection Ltd. (PUNJABCHEM) - Director Report

Company director report

TO THE MEMBERS

1. Your Directors are pleased to present the 40th Annual Report alongwith AuditedStandalone and Consolidated financial statements of the Company for the financial yearended March 31 2016.

2. FINANCIAL RESULTS:

The summarized financial statement for the year under review is given below:

(Rupees in Lacs)

Consolidated* Standalone
Particulars 2015-16 2014-15 2015-16 2014-15
Revenue from Operations and Other Income 55404 58804 36975 42028
Earning before Interest Depreciation & Tax & Exceptional item (EBIDTA) 5671 7053 3816 5501
Depreciation/Amortisation 1675 1917 1544 1758
Finance Cost 4966 3472 2147 3170
Profit / (Loss) before Tax & Exceptional item (970) 1664 125 573
Exceptional (Expenses) / Income 2352 (217) 3446 (217)
Profit before Tax (PBT) 1382 1447 3571 356
Tax Expenses:
Pertaining to current period 167 63 122 -
Mat Credit entitlement (113) - (113) -
Total Tax Expenses 54 63 9 -
Profit after Tax (PAT) 1328 1384 3562 356
Share of profits in associate for current year - 36 - -
Net Profit 1328 1420 3562 356
Earning per share (EPS)
Basic and diluted (in Rs.) (not annualized) 10.83 11.58 29.05 2.91

Notes:

a) *Consolidated accounts consist of standalone and overseas subsidiary Companies andJoint Venture Company with the proportion of shareholding by group.

b) Previous period figures under different heads have been regrouped to the extentnecessary.

3. DIVIDEND:

The Directors considered the overall financial position of the Company and keeping inview the net deficit after adjusting the current year profit in the statement of Profitand Loss Account regret their inability to recommend any dividend.

4. TRANSFER TO RESERVES:

The profit in the standalone results have been adjusted towards the accumulated lossesof the earlier years. Therefore no amount could be transferred to General ReserveAccount.

5. STANDALONE OPERATIONS:

The year commenced with a decrease in sales volume of two of its key products andreduction in the job work in the first quarter due to stock build up in the final marketplace. The Company took initiatives to add new products to its portfolio. This partiallycompensated for the loss in the subsequent quarters. However the volumes that the newproducts could generate were not enough.

The Company closed the year under review with total revenue of Rs. 370 crores againstRs. 420 crores in the previous year which was less by 12%. The net profit was Rs. 35.62crores (with exceptional income of Rs. 34.46 crores). The profit last year with noexceptional income was Rs. 3.56 crores.

The Company concluded the One Time Settlement (OTS) of debts with State Bank of India(SBI) by fulfilling the requisite conditions payments of Rs. 45.50 crores and Rs. 3.58crores (received from the sale of 150000 shares of the Company pledged exclusively withSBI by the promoters). As a result Rs 45.77 crores were written back against totaloutstanding of Rs. 94.85 crores during the year. However after adjusting cost of some ofthe impaired assets (writing off of scrapped assets) the net exceptional income was Rs.34.46 crores.

During the year the Company continued to prune the debt by disposing off non-coreassets and non-profitable businesses. The office floors of the Company in Mumbai weresold. The surplus land at Tarapur was also disposed off. The amounts realized from thesesales were used to repay part of the debt.

6. OPERATIONS OF SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES:

Your Company has three overseas subsidiaries namely- SD AgChem (Europe) NV SintesisQuimica S.A.I.C Argentina and STS Chemicals (UK) Ltd. During the year under review theoperations of the overseas subsidiaries were as follows: (i) The total income of SD Agchem(Europe) NV was Rs. 19.64 crores with net profit of Rs. 8.98 crores compared to theIncome of Rs. 16.39 crores and Profit of Rs. 6.49 crores in the last year.

State Bank of India Antwerp has approved One Time Settlement (OTS) of debt of $2.66million of existing borrowings of SD Agchem (Europe) NV with compromise amount of $1.850million. Initial amount of $1.4 million has been paid in the month of May 2016 to complywith the conditions of OTS. The balance of compromise amount will be paid in instalmentsupto 8th December 2016 and the amount not to be paid has been written back during theyear under review.

As for the export receivables which are overdue from SD Agchem the Company hasreceived approval from the Reserve Bank of India under Regulation 11 of Notification No.FEMA 120/RB-2004 to convert the receivables into additional investments. The Company is inthe process to obtain the necessary regulatory and other approvals to comply with thesame. However no accounting adjustments have been made so far to take conversion intoeffect.

(ii) The total revenue of Sintesis Quimica S.A.I.C Argentina (SQ) subsidiary companywas Rs.169.73 crores with a net loss of Rs. 41.06 crores compared to revenue of Rs. 147.94crores and net profit of Rs. 1.73 crores during the previous year. The company has shownrise of 15% in sales due to increase in toll manufacturing activities for multinationalcompanies. The higher operational expenses; Rs. 16 crores on account of devaluation ofPeso (local currency) Rs 14 crores of exorbitant interest and penalty and statutory duesimposed by the Government have increased the loss during the year.

The arrangement of toll manufacturing helped the subsidiary to work with less workingcapital. However old debt still remains a matter of concern. The challenge is to payinstalments under the debt restructuring arrangement entered under Chapter XI of theArgentinian laws.

During the year SQ has revalued its land and building by Rs. 54 crores which alongwith other reserves has resulted in positive net worth of SQ. The financial statements ofSQ were prepared in accordance with valuation criteria applicable to a going concern.

The Management is exploring various options and hoping to explore different potentialsof SQ to restore its health.

(iii) STS Chemicals (UK) Limited another Subsidiary and Stellar Marines Ltd. theJoint Venture of the Company did not have any operations during the year under review.Their accounts have been consolidated but have no major impact on the financial results ofthe Company.

Pursuant to Section 136 of the Companies Act 2013 the financial statements of thesubsidiary and joint venture companies are kept for inspection by the shareholders at theRegistered Office of the Company. The Company shall provide free of cost the copy of thefinancial statements of its subsidiary and joint venture companies to the stakeholdersupon their request. The statements are also available on the website of the Companywww.punjabchemicals.com under the heading Financials.

The Policy for determining material subsidiaries adopted by the Board of Directorspursuant to Regulation 16 of the SEBI (LODR) Regulations 2015 (hereinafter called as"Listing Regulations") can be accessed on the Company’s weblinkhttp://punjabchemicals.com/companypolicy.html

7. CONSOLIDATED RESULTS:

As stipulated by Regulation 33 of the Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the applicable AccountingStandards. The audited consolidated financial statements together with Auditors’Report form part of the Annual Report.

The consolidated accounts during the period under review show that the total revenue ofRs. 554 crores with a net profit of Rs. 13.28 crores after net exceptional income of Rs.23.52 crores against the total income of Rs. 588 crores and net profit of Rs. 14.20 croresin the previous period.

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.

Pursuant to Section 129 (3) of the Companies Act 2013 a statement containing thesalient features of the financial statements of each of the subsidiary and joint venturein the prescribed Form AOC 1 is annexed to this report at Annexure 1.

8. STATE OF AFFAIRS OF THE COMPANY:

The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Annual Report.

9. OUTLOOK:

Agrochemicals have major role in catering to the demand of farmers by increasing perhectare production and remain a major focus of the Government. As per one of the studyagro chemical market is expected to grow with a compound annual growth rate of 3.9% up tothe year 2021.

Barring unforeseen circumstances your Company also expects to grow with the sector.

10. FINANCE:

As stated earlier One Time Settlement (OTS) with State Bank of India (SBI) for thedebts of the Company is concluded after fulfilment of the required conditions. Theadjustments in the books of account have been carried out in this regard.

The Company has not raised any additional borrowing during the year.

Regarding OTS with State Bank of India Antwerp for the debts in the overseassubsidiary details have been given above at point no. 6 under the head ‘Operationsof Subsidiaries’.

11. PUBLIC DEPOSITS:

Your Company had not accepted any Public Deposits under Chapter V of the Companies Act2013.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in the composition of the Board of Directors and other Key ManagerialPersonnel:

As already reported in the last Annual Report Shri Ghattu Ramanna Narayan has resignedas Director and Chairman from the Board of the Company. The Board of Directors thereafterappointed Shri Mukesh D Patel as the Chairman of the Board and the Company.

The members have appointed Shri Sheo Prasad Singh (DIN: 06493455) as an IndependentDirector for a term of five (5) years i.e. up to the conclusion of 44th Annual GeneralMeeting of the Company.

Members have also appointed Shri Shivshankar Shripal Tiwari (DIN: 00019058) as aDirector of the Company who is liable to retire by rotation.

There was no appointment or cessation of Key Managerial Personnel during the year.

b) Independent Directors:

As required under Companies Act 2013 the Company has three Independent Directors onthe Board of the Company namely Shri Mukesh D Patel (DIN:00009605) Shri Vijay

Dilbagh Rai (DIN:00075837) and Shri Sheo Prasad Singh (DIN: 06493455).

The Independent Directors have given the requiredundertakingforcomplianceofthecriteriaofindependence laid down in Section 149 (7) of theCompanies Act 2013. The same has been received and placed before the Board in its meetingheld on 30th May 2016.

It may be noted that none of the Independent Director will retire in the ensuing AnnualGeneral Meeting.

c) Retirement by rotation:

In terms of Section 152 of the Companies Act 2013 and the provisions of the Articlesof Association of the Company Capt. S.S. Chopra (Retd.) (DIN:00146490) Director of theCompany retires by rotation at the forthcoming Annual General Meeting. Capt. S.S. Chopra(Retd.) being eligible has offered himself for reappointment.

The Board of Directors recommend re-appointment of Capt. S.S. Chopra (Retd.) asDirector of the Company liable to retire by rotation.

The brief resume and other details relating to him as stipulated under Regulation 36(3)of SEBI (LODR) Regulations 2015 are furnished in the Corporate Governance Report formingpart of the Annual Report.

The Non-Executive Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Company.

Other details of the Directors have been given in the Corporate Governance Reportattached to this Report.

d) Committees of the Board:

The Company’s Board has constituted the required Committees prescribed under theCompanies Act and the Listing Regulations.

The details of Composition of the Committees and Attendance of the Committee Members inthe meetings is given in the Corporate Governance Report forming part of this AnnualReport.

13. LISTING WITH STOCK EXCHANGES:

The Company’s shares continue to be listed at the National Stock Exchange of IndiaLimited and BSE Limited. The Annual Listing fee for the financial year 2016-17 has beenpaid to these Exchanges.

14. ENVIRONMENTAL MANAGEMENT AND POLLUTION CONTROL:

The management is fully conscious of its responsibilities for safe and healthyenvironment in and around of its manufacturing sites. Environment health and safety arealways given the top priority in the overall functioning of the Company. Requisitemeasures have been taken to control wastes and emissions from the plants. The Company hasset up Effluent Treatment Plant (ETP) along with incinerator to treat the waste materialinside the factory.

15. WELFARE ACTIVITIES AND CORPORATE SOCIAL RESPONSIBILITY:

i) Welfare Activities:

The Company through SDS Memorial Trust has taken up various social works for thebetterment of the society.

The Company continues to organize a ‘Blood Donation Camp’ in the memoryof Late Shri S.D. Shroff on 18th December every year. Around 61 employees donated bloodthis year.

ii) Corporate Social Responsibility:

Company’s Corporate Social Responsibility Policy has been posted on the website ofthe Company under weblink http://punjabchemicals.com/companypolicy.html in compliance withthe Disclosure about CSR Policy Rules 2014.

During the year under review the Company was to spend Rs. 11.81 lacs based on theaverage net profit of the last three years on various activities for social welfare.Accordingly the activities like medical camps toilets and drinking water facilities inschools and upgradation of facilities in the government hospitals were taken up under CSRprogramme. Rs. 10.29 lacs have been spent on these activities. The balance amount of Rs.1.52 lacs will be spent on the ongoing construction of toilet in the Government School atLalru.

The amount of Rs. 0.66 lacs remained unspent during the year 2014-15 have also beenspent on construction of toilet in the school in the year under review.

The detailed report as required in the Companies (CSR Policy) Rules 2014 has beengiven separately in the prescribed format as Annexure 2.

For other details regarding the CSR Committee please refer to Corporate GovernanceReport which forms part of this Report.

16. RESEARCH & DEVELOPMENT AND QUALITY CONTROL:

The regular R&D activities continue in the laboratories of Agro Chemicals andPharma Division. The activities are undertaken to improve upon the existing processesdecrease effluent load and to develop new products and by-products.

The Quality Control is the strength of the Company. All finished products passesthrough stringent quality checks to ensure that the customer always gets the promisedproducts.

17. INSURANCE:

The Company has taken adequate insurance policies for its assets against the possiblerisks like fire flood public liability marine etc.

18. EMPLOYEES AND INDUSTRIAL RELATIONS:

The Company has the cordial harmonious and healthy relations with all level of theemployees of the Company. Welfare activities are undertaken for the employees within theavailable means. The employees are encouraged to upgrade their skill and knowledge.

The Board of Directors placed on record their sincere efforts and hard work done by thekey employees to bring the turnaround in the Company. Their sense of belongingness isnoteworthy and appreciated.

19. REGISTRAR AND SHARE TRANSFER AGENT:

M/s Alankit Assignments Ltd. Alankit Heights 1E/13 Jhandewalan Extension New Delhiare the Registrar and Share Transfer Agent of the Company for the Physical as well asDemat shares. The members are requested to contact the Registrar directly for any of theirrequirements.

20. EXTRACT OF THE ANNUAL RETURN:

The information required under Section 134 (3) (a) of the Companies Act 2013 (the Act)read together with Section 92 (3) of the Act regarding extract of the Annual Return is appendedhereto as Annexure 3 and forms part of this Report.

21. NUMBER OF MEETINGS OF THE BOARD:

The Board met five (5) times during the Financial Year 2015-16 the details of whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under sub section 3 (c) of Section 134 of the CompaniesAct 2013 with respect to Directors’ Responsibility Statement it is herebyconfirmed that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed alongwith proper explanation relatingto material departures if any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profitand loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors have prepared the annual accounts of the Company on a ‘goingconcern’ basis;

e) the Directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

23. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of Executive and Independent directorsto maintain the independence of the Board and separate its function of governance andmanagement. As on March 31 2016 the Board consists of 8 Members 2 of whom are ExecutiveDirectors and 3 are Independent Directors. The Board periodically evaluated the need forchange in its composition and size.

The Nomination and Remuneration Committee has formulated a Nomination andRemuneration Policy under Section 178 (3) of the Companies Act 2013 which lays downcriteria for determining qualifications positive attributes and independence of aDirector and remuneration for the Directors Key Managerial Personnel and seniormanagement level including the appointment of personnel one level below the KeyManagerial Personnel. The same is appended as Annexure 4 and can beassessed at the weblink http://punjabchemicals.com/companypolicy.html.

24. AUDITORS’ REPORTS:

a. Statutory Auditor Report:

The Auditors Report on Standalone and Consolidated Financial Statements do not containany qualification reservation or adverse remarks.

b. Secretarial Audit Report:

The Secretarial Audit Report for the financial year 2015-16 is annexed to this Reportas Annexure 5 and forms part of this Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars relating to loans and guarantees or investments under section 186 of theCompanies Act 2013 is provided in the Note 34 to the standalone financial statement.

26. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. During the yearthe Company had not entered into any contract / arrangement / transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website atweblink http://punjabchemicals.com/companypolicy.html.

Your Directors draw attention of the Members to Note no. 32 to the standalone financialstatements which set out related party disclosure.

All related party transactions are placed before the Audit Committee for theirapproval. Prior omnibus approval of the Audit Committee is obtained on yearly basis forthe transactions which are of repetitive nature. The transactions entered into pursuant tothe omnibus and specific approval are reviewed periodically by the Audit Committee.

Form AOC-2 pursuant to clause (h) of sub-section 134 of the Companies Act 2013 andRule 8(2) of the Companies (Accounts) Rules 2014 is enclosed as Annexure 6 andforms part of this Report.

27. MATERIAL CHANGES AND COMMITMENTS IF ANY:

No material changes and commitments have occurred between the end of the financial yearand the date of the Report which has the affect on the Financial Statements.

28. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure7 and forms part of this Report.

29. RISK MANAGEMENT:

Pursuant to Schedule V of SEBI (LODR) Regulation 2015 the Company has constituted aRisk Assessment Committee. The details of the Committee and its terms of reference are setout in the Corporate Governance Report forming part of the Board’s Report.

The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany has formulated Risk Management Policy which is posted at the websiteof the Company under weblink http://punjabchemicals.com/companypolicy.html.

The Audit Committee also oversee the area of financial risks and controls.

30. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofthe directors individually of the Chairman and of the Board as a whole. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.

31. DETAILS OF FAMILIARIZATION PROGRAMME:

The details of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link http://punjabchemicals.com/companypolicy.html

32. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the disclosures pertaining to remuneration and other details of the concerned employees isannexed as Annexure 8.

33. WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company and can be assessed atweblink http://punjabchemicals.com/companypolicy.html. No such case has been reportedduring the year under review.

34. INTERNAL FINANCIAL CONTROLS

The Company has built up a mechanism of robust internal controls to prevent frauds withreference to the financial activities. For the financial year 2015-16 the Board ofDirectors assigned the responsibility of monitoring these controls to the InternalAuditor. In compliance of these directions the Internal Auditor had scrutinized theworking and checked all the controls thoroughly to find out deviations if any.

35. POLICY ON PREVENTION OF SEXUAL HARRASMENT AT WORKPLACE

The Company has a policy on prevention of "Sexual Harassment" at work placein line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An appropriate complaint mechanism has beenprescribed in the policy and "Complaint Redressal Committee" has been formed toredress the complaints made by any victim in a time-bound manner.

36. CEO/CFO CERTIFICATION:

In terms of the Listing Regulations. the Certificate duly signed by Shri ShalilShroff Managing Director (CEO) and Shri Vipul Joshi Chief Financial Officer (CFO) of theCompany was placed before the Board of Directors along with the annual financialstatements for the year ended on March 31 2016 at its meeting held on May 30 2016. Thesaid Certificate is also annexed to the Corporate Governance Report.

37. AUDITORS:

At the Annual General Meeting (AGM) held on September 23 2014 M/s S R B C & Co.LLP. Chartered Accountants Mumbai (Membership No.: 49365) were appointed as theStatutory Auditor of the Company to hold office till the conclusion of the AGM to be heldin the calendar year 2017 subject to ratification of such appointment at every subsequentAnnual General Meeting.

In this regard Members are requested to consider and ratify their appointment on aremuneration to be decided by the Board from the conclusion of the ensuing Annual GeneralMeeting to the conclusion of Annual General Meeting to be held in the year 2017.

M/s S R B C & Co. LLP. Chartered Accountants has given a certificate to the effectthat if they are re-appointed it would be in accordance with the provisions of Section139(1) and 141 of the Companies Act 2013.

38. SECRETARIAL AUDITORS:

The Board upon recommendation of the Audit Committee has reappointed M/s. P.S. Dua& Associates Company Secretaries (CP No. 3934) as the Secretarial Auditor of theCompany for the financial year 2016-17 in terms of Section 204 of the Companies Act 2013and Rules thereunder.

39. COST AUDITORS:

The Board of Directors upon recommendation of the Audit Committee appointed Mrs. PushpaKhanna Cost Accountant Chandigarh and M/s Khushwinder Kumar & Co. Cost AccountantJalandhar as Cost Auditors of the Company for conducting cost audit of the record of"insecticides" and "bulk drugs" respectively maintained by the Companyfor the financial year 2016-17. They have submitted a certificate of eligibility for theappointment.

The Audit Committee has nominated Mrs. Pushpa Khanna Cost Accountant Chandigarh asthe Lead Auditor of the Company.

In accordance with the provisions of Section 148 of the Act read with the Companies(Audit and Auditors) Rules 2014 the remuneration payable to the Cost Auditors has to beratified by the shareholders of the Company. Accordingly consent of the members is soughtin the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2014-15 has been filed and the report forthe year under review will be filed before the due date.

40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under the provisions of Investor Education and Protection Fund (Uploadingof information regarding unpaid and unclaimed amounts lying with companies) Rules 2012the Company has uploaded the details of unpaid and unclaimed amount lying with the Companyas on September 11 2015 (date of last Annual General Meeting) on the Company’swebsite of the Company at weblink http://punjabchemicals. com/unclaimedunpaidamount.htmlas also on the Ministry of Corporate Affairs’ website.

41. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT:

(i) MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on Company’s performance industrytrend and other material changes with respect to the Company and subsidiaries have beengiven separately in the Annual Report as required under para B of Schedule V of SEBI(LODR) Regulations 2015.

(ii) CORPORATE GOVERNANCE REPORT:

The Company strives to maintain the required standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has compliedwith the Corporate Governance Code as stipulated under the Listing Agreement with theStock Exchanges. The Report on Corporate Governance in accordance with para C of ScheduleV of SEBI (LODR) Regulations 2015 forms integral part of this Report.

The requisite certificate from the Practicing Company Secretary confirming compliancewith the conditions of corporate governance is attached to the Report on CorporateGovernance

42. GENERAL:

Your Directors state that:

a) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

b) There is no change in the nature of business of the Company.

43. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the efficient and loyalservices rendered by each and every employee of the Company. The Directors would also liketo thank the employee union other stakeholders viz. customers dealers suppliersbankers and all the other business associates for their co-operation and faith in theCompany.

For and on behalf of the Board of Directors
Place : Mumbai MUKESH D PATEL
Date : May 30 2016 CHAIRMAN
DIN:00009605