Your Directors are pleased to present the 29th Annual Report of your Company along withaudited statements of accounts for the year ended 31st March 2018.
| ||Year ended 31st ||Year ended 31st |
| ||March 2018 ||March 2017 |
|Sales and Other Income ||16505.88 ||14962.27 |
|Profit before Interest & Depreciation ||855.98 ||(75.28) |
|Interest ||569.33 ||637.68 |
|Depreciation ||68.57 ||90.21 |
|Net/ Profit/(Loss) for the year ||218.08 ||(803.17) |
|Provision for Tax ||- ||- |
|Deferred tax asset (liability) ||84.15 ||(230.45) |
|Profit/(Loss) after tax ||133.93 ||(572.72) |
|Appropriations ||NIL ||NIL |
Since the company did not generate sufficient profit during the year your Directors donot 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 forthe 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 Cherianand Smt. Jaya S Kartha who retire by rotation at the Annual General Meeting and beingeligible offer themselves for reappointment. During the year Mr. Anand Sarma nominatedto the Board by K S I D C Ltd. ceased to be a director with effect from Ist February 2018on withdrawal of nomination and Shri. R Ravichandran Deputy General Manager Kerala StateIndustrial Development Corporation Ltd. was appointed as Nominee Director of K S I D Cfrom 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 thecriteria of independence as provided in Section 149 (6) of the Act and that there has beenno change in the circumstances which may affect their status of independence.
DIRECTORS' APPOINTMENT & REMUNERATION POLICY
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure II.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements under SEBI Listing Regulations 2015. The evaluation wason the basis of inputs from all the directors on criteria such as Board composition andstructure effectiveness of board processes meeting procedures and functioning etc. Ameeting of independent Directors evaluated the performance of non-independent directorsthe board as a whole and that of the Chairman taking into account the views of executivedirectors and non-executive directors. These evaluations were considered and discussed inthe subsequent board meeting/s.
The report on Corporate Social Responsibility activities in terms of Rule 8 of theCompanies (CSR) Rules 2014 is given in Annexure - III .
The Board regularly consider and evaluate the risks factors and take appropriate riskmitigation steps from time to time.
The company has formed an anti sexual harassment policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition & Redressal)Act 2013 and an internal complaints committee has been set up to redress complaints ifany. No complaint was received by the committee during the year 2017-18.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 The particulars of loans guarantees and investments have been disclosed inthe 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 inAnnexure 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 inthe 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 accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this report relates and on thedate of this report
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 yourdirectors state that:
(a) In preparing the Annual Accounts for the year ended 31.03.2018 the applicableaccounting standards have been followed and there are no material departures
(b) The Directors had 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 at the end of the financial year and ofthe 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such controls are adequate and operating effectively and
(f) The directors had devised proper systems to ensure compliance with the provisionsof 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 StatutoryAuditor 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 oradverse comments.
SECRETARIAL AUDIT REPORT
The Secretarial audit report in terms of section 204 of the Companies Act 2013 isattached.
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-9is given in Annexure V.
The composition and details of meetings of the audit committee are included in thecorporate governance report. There was no recommendation of the audit committee that wasnot accepted by the board.
MEETING OF THE BOARD
Five meetings of the Board were held during the year. Details are included in thecorporate 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 fromsubsidiaries
(iv)Orders passed by regulators courts or tribunals that impact the going concernstatus and future operations of the company
(v) changes in subsidiaries and
(vi) changes in nature of business .
Your company has complied with all the conditions of corporate governance regulationsas contained in the revised Chapter IV of SEBI (Listing obligations & DisclosureRequirements) Regulations 2015. The corporate governance report and the certificatefrom the auditors regarding the compliances are annexed to this report as Annexures VIII& IX. The report includes the details of the familiarisation programme for IndependentDirectors and the policies adopted viz. whistle blower policy to provide vigil mechanismand related party transactions.
Your Company has now been granted ISO 9001 : 2015 by the prestigious agency BureauVeritas with accreditation from UKAS London and NABCB India.
N S F CERTIFICATION
Your company's products Ferric Chloride and Ferrous Chloride have got NSF/ANSIStandard 60 certification for drinking water treatment chemicals from M/s N S FInternational organization designated as a Collaborating Center by the World HealthOrganization (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 50000 MT per annum.
The Labour - Management relations have been cordial and a long term agreement withTrade 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 andforeign exchange earnings and outgo in terms of R. 8 (3) of the Companies (Accounts) Rulesare given in the Annexure I.
The shares of your Company are compulsorily dematerialised for trading. The ISIN numberof the shares is INE105D01013.
The shares of your Company are listed with Bombay Stock Exchange Ltd. The listing feeas required has already been paid upto and including the year 2018-19.
Your Directors wish to place on record their deep sense of gratitude to the Banks andFinancial Institutions Central and State Government Departments and local authorities fortheir cooperation and support. Your directors are also grateful to the customerssuppliers and business associates for their co-operation. Your directors also like toplace on record their appreciation of the valuable contribution made by the employees ofthe company at all levels. Finally your directors are deeply grateful to the members fortheir 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. |
Annexure I to the Directors' Report
Statement containing particulars pursuant to Rule 8(3) of the Companies (Accounts)Rules 2014 forming part of the Directors Report.
(A) Statement for Conservation of Energy
|Sl. No. ||Particulars ||Related disclosures |
|(i) ||steps taken or impact on conservation of energy ||Energy audit conducted and its suggestions were implemented. Power factor main- tained at 0.99 by maintaining adequate quantity of capacitors in the electrical cir- cuit. Similarly through efficient manage- ment of the operations raw water intake reduced substantially. Transparent roofing and cladding sheets ensure natural lighting inside factory natural draught fans and so- lar lamps reduced energy consumption. All these efforts impacted reduction in Energy consumption per MT of SR to 148 Kwh during current Financial Year from 153 Kwh in previous year |
|(ii) ||steps taken by the company for utilising alternate sources of energy ||Maintained transparent roof/cladding sheets in plants and godowns Natural draught exhaust fans in godowns Biogas plant for canteen waste treatment solar lamps for emergency lighting. |
|(iii) ||capital investment on energy conserva- tion equipments ||- |
(B) Technology absorption
|(i) ||The efforts made towards technology ab- sorption ||Upgraded and fine tuned the process condi- tions and application parameters of Buff TiO2 for coatings and polymers (ii) Ferric Chloride in drinking water purification (iii) Cemox for Iron Ore pellets. Recovered upgraded Ilmen- ite used for welding electrodes and ferro ti- tanium industries and Rutoweld a substitute for Natural Rutile for weld flux formulation were developed utilising different streams of by-products in the factory. Laboratory scale production process for pure TiO2 and pure Iron Oxide pigments are developed. |
|(ii) ||Benefits derived like product improve- ment cost reduction product develop- ment import substitution etc ||Product improvement in the case of Buff TiO2 pigment product development in case of upgraded Ilmenite and Rutoweld. In- creased sale of all these items. |
|(iii) ||In case of imported technology (import- ed during the last three years reckoned from the beginning of the financial year) ||No imported technology is used in the com- pany |
|(a) ||Details of technology imported ||Not applicable |
|(b) ||the year of import ||" |
|(c) ||whether the technology been fully ab- sorbed ||" |
|(d) ||if not fully absorbed areas where ab- sorption has not taken place and the reasons thereof ||" |
| || || ||Rs. In Lakhs |
|(iv) ||Expenditure on R&D ||Capital Expenditure ||NIL |
| || ||Revenue ||94.19 |
| || ||Total ||94.19 |
|Foreign Exchange Earnings and Outgo || || |
|(1) Foreign Exchange Earned through exports ||US $ ||24346364.00 |
|(2) Foreign Exchange outgo during the year ||US $ ||6485484.00 |