Your Directors are pleased to present the 28th Annual Report of your Companyalong with audited statements of accounts for the year ended 31st March 2017.
| ||Rs. in Lakhs |
| ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Sales and Other Income ||14970.25 ||15925.73 |
|Profit before Interest & Depreciation ||(14.95) ||(1294.16) |
|Interest ||697.18 ||641.52 |
|Depreciation ||90.21 ||196.38 |
|Net/ Profit/Loss for the year ||(772.44) ||(2132.06) |
|Provision for Tax ||- ||- |
|Deferred tax asset (liability) ||(220.29) ||(728.14) |
|Loss after tax ||(552.15) ||(1403.92) |
|Appropriations ||NIL ||NIL |
In view of the company having incurred loss during the year as also in the previousyear your Directors are unable to recommend a dividend for the financial year ended 31stMarch 2017.
The loss during the year was mainly due to steep fall in the price of synthetic rutileand high cost of production from use of imported ilmenite due to non availability ofdomestic raw material in required quantity. Our efforts on carrying out mining andproducing ilmenite have not been successful so far because of the delay in granting mininglease from State Government in spite of Supreme Court Order. The management is trying toimprove performance by producing some additional by-products.
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 director Shri. Nabiel MathewCherian who retires by rotation at the Annual General Meeting and being eligible offerhimself for reappointment. 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 of the Company has formed a Risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
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 2016-17.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial 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 theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IVin 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 31.03.2017 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 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
The period of appointment of Mr. Saghesh Kumar K A Chartered Accountant the presentAuditor will be expiring at the conclusion of 28th Annual General Meeting ofthe Company in terms of Sec. 139 (2) of the Companies Act 2013. The report of the auditorfor the current year does not contain any qualification or adverse comment. M/s A KMuralee & CO. Chartered Accountants Edappally who have consented are recommendedfor appointment as Auditors of the Company to hold office for a period of 5 years from theconclusion of this Annual General Meeting of the Company on a remuneration to be mutuallyagreed upon between the Board of Directors of the Company and the Auditors.
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 31.03.2017 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 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 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 continues to be ISO 9001 : 2008 certified by the prestigious agencyBureau Veritas Quality International with accreditation from UKAS London and NABCBIndia.
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 the only organization designated as a Collaborating Center by the WorldHealth Organization (WHO) for both food safety and drinking water safety and treatment.
The aforesaid products of your company are the only NSF (National SanitationFoundation) certified in Asia. While in the case of Ferrous Chloride our Company is oneamong the 8 companies in the world who got certified by N S F International in case ofFerric Chloride we are one among the 39 companies certified by them.
Your Directors are pleased to report that your company bagged the Award forimplementing pollution control measures from Government of Kerala for the 11thconsecutive year "Excellence Award for 9 years (2008 to 2016) and certificate ofmerit for securing Ist place among the medium scale industries in the preceding2 years.
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 for four years was signed during the year.
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 2017-18.
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 co-operation 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 : 17.07.2017 ||Chairman. |