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Oriental Carbon & Chemicals Ltd.

BSE: 506579 Sector: Industrials
NSE: OCCL ISIN Code: INE321D01016
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OPEN 1021.10
PREVIOUS CLOSE 1018.00
VOLUME 1673
52-Week high 1589.00
52-Week low 926.30
P/E 17.44
Mkt Cap.(Rs cr) 1,022
Buy Price 993.05
Buy Qty 4.00
Sell Price 1000.00
Sell Qty 8.00
OPEN 1021.10
CLOSE 1018.00
VOLUME 1673
52-Week high 1589.00
52-Week low 926.30
P/E 17.44
Mkt Cap.(Rs cr) 1,022
Buy Price 993.05
Buy Qty 4.00
Sell Price 1000.00
Sell Qty 8.00

Oriental Carbon & Chemicals Ltd. (OCCL) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 38th Annual Report along with theAudited Annual Financial Statements (including Audited Consolidated Financial Statements)of the Company for the Financial Year ended March 31 2018

1.SUMMARY OF FINANCIAL RESULTS

Particulars For the Year ended 31.3.2018 For the Year ended 31.3.2017
Net Sales/Income from Operations 33202.51 31057.99
Other Income 554.53 678.11
Total Revenue 33757.04 31736.10
Profit/(Loss) Before Taxation 7963.31 7471.71
Provision for Taxation * (2288.30) (2054.34)
Profit/(Loss) after Taxation 5675.01 5417.37
Other Comprehensive Income(Net of Tax) 57.75 218.72
Amount Available for Appropriation 32273.98 27652.30
Appropriation:
Interim Dividend on Equity Shares 308.88 308.88
Tax on Interim Dividend 62.88 62.88
Final Dividend for Previous Year 720.72 566.29
Tax on FinalDividend 146.72 115.28
Balance Carried to Balance Sheet 31034.78 26598.97

* Including Rs.(596.11) Lakhs Deferred Tax (Previous year Rs.830.96 Lakhs).

The financial Statements for the financial Year ended March 31 2018 have beenprepared in accordance with the Indian Accounting Standards (Ind AS) notified undersection 133 of the Companies Act 2013 read with Companies (Accounts) Rule 2014. TheFinancial Statements for the year ended March 31 2017 therefore have also been restatedin accordance with Ind AS for comparative information.

2. DIVIDEND

Your Directors are pleased to recommend Final Dividend of 70% on 10296062 Equity Shares(Rs.7/- per share of Rs.10 each) which is subject to the approval of Shareholders in theensuing Annual General Meeting. The Dividend will absorb Rs.867.45 Lakhs (inclusive ofDividend Tax of Rs.146.72 Lakhs). With this the total dividend for the year includinginterim dividend of 30% comes to 100%.

3. OPERATIONS

Insoluble Sulphur

After commissioning of the new line at Mundra SEZ in December 2016 the second phase of(5500 MTPA) expansion of Insoluble Sulphur at Mundra Gujarat is progressing on scheduleand within budget. With additional capacities available for sales the Company achieved agrowth of about 10% in Insoluble Sulphur Sales during the year. The additional quantitiesare being sold by meeting the increased demand of existing customers and addition of newgeographies. The sales volume growth was in double digit in both indigenous as well asglobal markets. Raw material cost was almost stable during the first half and increased insecond half of the year. The margins remained stable during the year.

Sulphuric Acid & Oleum

It was a good year for Sulphuric Acid and sales and margin were better than theprevious year resulting in good profitability.

FUTURE PROSPECTS Insoluble Sulphur

The Company have successfully opened up newer markets like China and USA. The responsefor the Company's products have been good and there is sufficient head room for growth inthese markets. These markets are expected to be our major growth drivers for newcapacities.

Domestic Market is expected to grow in double digit mainly on account of growth inradialisation of Commercial Vehicle tyres increased in tyres exports due to anti-dumpingduty being imposed on Chinese tyres. Growth numbers are also expected to be healthy astyre companies where we have full approvals and good standing are also expanding.

Other growth driver is the new compounds being designed for Ultra High PerformanceTyres where requirement of Insoluble Sulphur is on the higher side. This will add furtherto the growth of Insoluble Sulphur consumption globally. The work on second phase ofcapacity expansion of Insoluble Sulphur at its Mundra Plant is progressing well andexpected to be commissioned on schedule.

Sulphuric Acid & Oleum

Sulphuric Acid Plant performance is expected to be good in next year also due to stablemarket as monsoon have been forecasted to be normal resulting in better fertilizer demandfor which Sulphuric Acid is as raw material.

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system including internalfinancial Controls designed to ensure proper recording of financial and operationalinformation compliance of various internal controls and other regulatory and statutorycompliances. Self-certification exercise is also conducted by which senior managementcertifies effectiveness of the internal control system of the Company. Internal Audit isconducted throughout the organization by qualifiedoutside Internal Auditors. Findings ofthe internal Audit Report are reviewed by the top Management and by the Audit Committee ofthe Board and proper follow up action are ensured wherever required. The StatutoryAuditors have evaluated the system of internal controls including internal financialcontrol of the Company and have reported that the same are adequate and commensurate withthe size of the Company and nature of its business.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year.The Company has only one subsidiary namely Duncan Engineering Ltd (formerly known asSchrader Duncan Limited).

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future. Therewere no material changes and commitments affecting the financial position of the companyoccurring between March 31 2018 and the date of this report.

6. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract ofAnnual Return in the prescribed format i.e. Form MGT 9 is annexed to this report asAnnexure A.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS& OUTGO

As required under Section 134(3) (m) of the Companies Act 2013 read with Rule8 (3)of the Companies (Accounts) Rules2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is annexed to this Report asAnnexure B.

8. RESEARCH & DEVELOPMENT

Research & Development is fundamental to the Company's efforts to maintain thetechnical and quality edge for the product. A full in-house Research & Developmentteam works on continuous basis to improve the quality of product and its properties. NewGrades are also being developed to meet customers varied requirements. Research in theareas of reducing utility cost and process parameters improvement is also being done. Helpof accredited independent laboratories is also taken as and when required for studying andevolving critical parameters.

The Company's Research and Development Facility is approved by Department of Scientificand Industrial ResearchMinistry of Science and Technology Government of India.

The R&D lab is regularly augmented by acquiring state of the art analytical andprocess equipments to help in faster and detailed analysis. Further pilot plants asrequired are being set up to validate the research findings. The details of some specificR&D activities carried out and benefits derived out of them have been annexed to thisreport

9. POLLUTION CONTROL

Your Company's Plants have all the requisite Pollution Control Equipments and meetsall the desired and statutory norms in this regard.The Insoluble Sulphur Units of theCompany enjoys ISO-TS 16949:2009 EMS14001-2004 and OHSAS18001:2007 Certification.

10. STATUTORY AUDITORS AND AUDIT REPORT

Messrs S S Kothari Mehta & Co. Chartered Accountants were appointed asAuditors of the Company for tenure of five years i.e. from the conclusion of 37thAnnual General Meeting till the conclusion of the 42nd Annual General Meetingof the Company. The Auditors have confirmed their eligibility and qualification underSection 141 of Companies Act

2013. As regards the comments in the Auditors' Report the relevant notes in theAccounts are self-explanatory and may be treated as information/ explanation submitted bythe Board as contemplated under provisions of the Companies Act 2013.

11. SECRETARIAL AUDIT

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditorsM/s. S. Rath & Company. The Secretarial Auditor's Report for the FinancialYear ended March 31 2018 is attached as Annexure C and form part of this report. Thereare no qualifications or observations or remarks made by the Secretarial Auditors in theirAudit Report.

12. COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyrelating to insoluble Sulphur plants located at Dharuhera Haryana is required to beaudited. Your Board had on recommendation of the Audit Committee appointed Messrs J KKabra & Co. Cost Accountants to audit the cost accounts of the Company for thefinancial year 2017-18. The Cost Audit Report for the year ended 31st March 2017 has beensubmitted to the Ministry of Corporate Affairs within stipulated time period. Messrs J KKabra & Co. Cost Accountants has been appointed as Cost Auditor of the Company by theBoard on recommendation of the Audit Committee to carry out the requisite cost audit forthe financial year 2018-19 on a remuneration of Rs1.35 lakhs. As required under theCompanies Act 2013 the remuneration payable to Cost Auditors is required to be placedbefore the members in a General Meeting for their ratification. Accordingly a Resolutionseeking member's ratification for remuneration payable to Messrs J K Kabra & Co. CostAuditors is included at item no. 4 of the Notice convening the Annual General Meeting.

13. PUBLIC DEPOSITS

Fixed Deposits from public outstanding with your Company at the end of thefinancial year stood at Rs.49740000/-.

Of this a deposit amounting to Rs.10000/- which had fallen due for payment on 7thMay 2003 has since been claimed by the depositor on 5th May 2010. However the samecould not be paid as depositor has failed to produce the Original Deposit Receipt inrespect thereof. Deposits aggregating to Rs.835000/- due for repayment on or before 31stMarch 2018 were not claimed by the depositors by the said date. Out of these depositstotalling Rs.342000/- have since been claimed and settled. This apart depositsamounting to Rs. 1295000/- though fallen due for payment could not be settled as thereis dispute between the concerned joint depositors and the matter is sub-judice.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of your Director's knowledge and belief and according to theinformation and explanations obtained your Directors make the following statements interms of section 134 (3)(c) of the Companies Act 2013: i) that in the preparation of theannual financial statements for the year ended March 31 2018 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; ii) the directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and the profit and loss of the Company for that period; iii) that properand sufficient care has been taken for the maintenance of adequate accounting with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv) that the annual financialstatements have been basis; prepared on goingconcern v) that proper financialcontrols were in place and that the financial controls were adequate and were operatingeffectively; and vi) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

15. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company consists of Mr. O. P.Dubey as ChairmanMr. B. B. Tandon Mr. S. J. Khaitan and Mr. Akshat Goenka as Members.The Company Secretary is the Secretary of the Committee.

The Managing Director Chief Financial Officer and Auditors are permanent invitees tothe committee meetings. The detail of terms of reference of Audit Committee number anddates of meetings held attendance of the directors and remunerations paid to them aregiven separately in the attached Corporate Governance Report. Your Company has a wellstructured Internal Audit System commensurate with its size and operations. During theyear there were no instances where the board had not accepted the recommendations of theAudit Committee.

16. STAKE HOLDER'S RELATIONSHIP COMMITTEE

The Company has a Stake Holder's Relationship Committee for reviewingShareholders/Investors complaints. The present members of this Committee are Mr. J. P.Goenka (Chairman) Mr. Arvind Goenka (Member) and Mr. S. J. Khaitan (Member). The detailof number and dates of meetings held attendance of the Directors and remunerations paidto them are given separately in the attached Corporate Governance Report.

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has Mr. S. J. Khaitan as ChairmanMr. K. Raghuraman and Mr. Arvind Goenka as members. The detail of terms of referencenumber and dates of meetings held attendance of the Directors and remunerations paid tothem are given separately in the attached Corporate Governance Report. of CSR is requiredgiving due consideration to the welfare of the TheCompanyrecognizesthataneffectivecommunity environment and social structure that it operates in and that of the countryincluding focus welfare areas identified by the State and Central Governments.The CSRCommittee of the Company has laid down the policy to meet the Corporate SocialResponsibility objectives of the Company.

The CSR Policy includes activities prescribed as CSR activity as per the Rules ofCompanies Act 2013.The main Focus areas taken in the policy are Education Health careand family welfare Environmental Safety contribution to any relief fund setup by theGovernment of India and any State Government. Rs.135 Lakhs were spent on CSR activitiesand projects undertaken during the year. The brief outline of CSR Policy along withrequired disclosure is given in Annexure D and form part of the Board's Report.

The detailed CSR policy of the Company is available on the website of the Company whichis www.occlindia.com.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has Mr. O. P. Dubey as Chairman Mr. B.B. Tandon and Mr. K. Raghuraman as members. The detail of terms of reference of thisCommittee number and dates of meetings held attendance of the directors and remunerationspaid to them and the brief outline of the Remuneration policy of the Company are givenseparately in the attached Corporate Governance Report.

The approved Remuneration Policy of the Company is also available on the website of theCompany which is www. occlindia.com.

19. NUMBER OF MEETINGS OF THE BOARD

During the year four Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) &(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on February 01 2018 have evaluated thePerformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company's Managementand the Board. The Nomination and Remuneration Committee has also carried out evaluationof performance of every Director of the Company. On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by way ofindividual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. The mannerin which the evaluation has been carried out is explained in the Corporate GovernanceReport. The Independent Directors are regularly updated on industry & market trendsplant process and operational performance of the Company etc through presentations inthis regard and periodic plant visits. They are also periodically kept aware of the latestdevelopments in the Corporate Governance their duties as directors and relevant laws.

21. DIRECTORS

Mr. Akshat Goenka retires by rotation at the forthcoming Annual General Meetingand being eligible offer himself for appointment.

Mr. O. P. Dubey Mr. B. B. Tandon Mr. S. J. Khaitan Mr. K. Raghuraman Mrs. RunaMukherjee are Independent Directors of the Board of the Company. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of Independence as prescribed both under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

22. PARTICULARS OF EMPLOYEES AND KEY MANAGERIAL PERSONNEL (KMP)

The following four persons are the Key Managerial Personnel of the Company as perthe provisions of Sec 203 of the Companies Act 2013. a) Mr. Arvind Goenka ManagingDirector b) Mr. Akshat Goenka Jt. Managing Director c) Mr. Anurag Jain Chief FinancialOfficer d) Mr. Pranab Kumar Maity Company Secretary Pursuant to Sec 134(3) (q) read withRule 5 of Companies (appointment and Remuneration of Managerial Personnel) Rules 2014 aReport on Remuneration and other details of Key Managerial Personnel and other Employeesfor the year ended March 2017 is annexed to this report as Annexure E.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the financial Statements.

24. CREDIT RATING

The Company's Credit Rating has been done by ICRA for Long Term and Short termborrowing including Public Deposit. The current Credit rating received from ICRA on 23rdJuly 2017 for fund based limits(Rs 200 Crore) is (ICRA) A and for non-fund basedlimits(Rs 14 Crore) is (ICRA) A1. The Credit Rating for Public Deposits (Rs 5 Crore) isMA. ICRA has further assigned outlook for long term rating as Positive.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financialyear wereon arms' length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict the interest of Company atlarge. All related party transactions are placed before the Audit Committee and given inthe notes annexed to and forming part of this Financial Statement.The approved policy onRelated Party Transactions is also available on the website of the Companywww.occlindia.com.

26. RISK MANAGEMENT

As a policy The Company has identified key risk concern/areas. The assessment ofeach risk area is done on quarterly basis. Following are the main concern/risk related tothe Company: Market Related Risk: mainly demand realisation and redundancy of theproduct.

Production related Risk: mainly availability of inputs accident or break down in theplant and rejection of material by the customers.

Human Resources Risk includes the risk of labour unrest high employee turnover ratioand lower productivity due to dissatisfaction of employees.

Revenue Risk: adverse exchange rate movement. Govt. Policies and duty rates

Data and records: data loss fire virus attack etc.

A Risk Management committee has been formed for the purpose of evaluation of Risks.

The Board and the Audit Committee also takes note of Risk management of the Company inevery quarter. The Risk Assessment is also discussed in the Management Discussion andAnalysis attached to this report.

27. SUBSIDIARY

The Company has only one subsidiary namely Duncan Engineering Ltd (formerly knownas Schrader Duncan Limited). A Statement in Form AOC -1 containing the salient features ofthe Subsidiary Company is attached to the Financial Statements in a separate section andforms part of this Report. The separate audited accounts of the Subsidiary Companies areavailable on the website of the Company.

The Company's subsidiary registered a gross turnover of Rs.4218.40 lakhs during thecurrent Financial Year against Rs.3949.21 Lakhs during FY 2016-17. The Subsidiaryreported a profit of Rs. 14.46 lakhs (Previous Year loss Rs.587.57 lakhs).

In accordance with the provisions of Section 129(3) of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a ConsolidatedFinancial Statements prepared by the Company in this Report include the financial resultsof the subsidiary company duly audited by the Statutory Auditors. The financial Statementsof the Subsidiary for the financial Year ended March 31 2018 have been prepared inaccordance with the Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with Companies (Accounts) Rule 2014.

The Consolidated statements have been prepared in accordance with the relevant IndianAccounting Standards (IndAS) as prescribed under the Companies Act 2013.

The Company does not have any material subsidiary in the immediately precedingaccounting year. However as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 SEBI has made it mandatory for all listed companies to formulate apolicy for determining ‘material' subsidiaries. Accordingly a policy on‘material' subsidiaries was formulated by the Audit Committee of the Board ofDirectors and same is also posted on the website of the Company and may be accessed at thelink http://www.occlindia.com/policies.htm

28. VIGIL MACHANISM POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. The details of the Vigil Mechanism Policy is explained in theCorporate Governance Report and also posted on the website of the Company.

29. CORPORATE GOVERNANCE

a) As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aManagement Discussion & Analysis a Report on Corporate Governance together with theAuditors' certificate regarding the Compliance of conditions of Corporate Governance formspart of the Annual Report.

b) The Board of Directors of the Company has laid down a comprehensive Code of Conductfor all its Board members and senior management personnel which have also been posted onthe website of the Company. A certificate by the Managing Director regarding compliance ofthe code of conduct of the Company is also included in the Annual report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2017-18pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is given as a separate statement in the Annual Report.

31. CEO AND CFO CERTIFICATION

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II thereof is attached with the Annual Report. The Managing Director & CEOand the Chief Financial Officer also provide quarterly certification on Financial Resultswhile placing the Financial Results before the Board in terms of Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

32. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany's website. The Managing Director & CEO of the Company has given a declarationthat all Directors and Senior Management Personnel concerned affirmed compliance with thecode of conduct with reference to the financial year ended on March 31 2018. Declarationis attached with the Annual Report.

33. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) ofthe Companies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

No case was filed under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 during the year under review.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

During the period under reviewtherewerenosignificantand material orders passed byany regulator / court / tribunal impacting the going concern status and the Company'soperations in future.

36. ACKNOWLEDGMENTS

The Board places on record its appreciation of the support and assistance ofvarious Banks Government Agencies Suppliers valued Customers and the shareholders inparticular and looks forward to their continued support. Relations between your Companyand its employees remain cordial and the Directors wish to express their appreciation forthe co-operation and dedication of all employees of the Company.

On behalf of the Board of Directors

Place : Noida Arvind Goenka O.P. Dubey
Date : 29th May 2018 Managing Director Director
DIN: 00135653 DIN: 00228441

Annexure B to the Boards' Report

INFORMATION AS PER SECTION 134(3)(m) OF COMPANIES ACT 2013 AND FORMING PART OF THEDIRECTOR'S REPORT FOR THE YEAR ENDED 31ST MARCH 2018

I. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken:

- Sulphuric Acid Plant de-bottlenecked to meet 100% steam requirement of InsolubleSulphur plants at Dharuhera through utilisation of excess steam generated in SulphuricAcid Plant by installing High Pressure Waste Heat Boiler.

- Recycling of condensate for steam generation implemented.

- Replacement of existing motors with lower rating as per actual requirement and alsowith high efficiency

- Improvement in Heat transfer throgh optimisation of equipments.

- Provision of VFD in various pumps etc.

- Coal Fire Boiler was Commissioned on 1st April'2016 since then the Steam to Fuelratio has been optimised to reach consistent value.

- Installed New Model Steam traps to Control Steam Losses. (b) Additional investmentsand proposals if any being implemented for reduction of consumption of energy:

- Utilisation of waste Hot air from one process to other processes.

- Optimisation of Chilling unit through various means.

- resizing (optimisation) of vaccum pumps.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:

- The above measures have helped in the conservation of energy for reducing the cost ofproduction.

- Surplus Steam available for meeting 100% requirement of Insoluble Sulphur Plants atDharuhera. (d) Total energy consumption and energy consumption per unit of production:

FORM-A

Form for disclosure of particulars with respect to conservation of energy.

A. POWER AND FUEL CONSUMPTION Current year Previous year
1. Electricity
(a) Purchased Units (KWH) 34205135 30391095
Total Amount (Rs. in Lakhs) 2062.67 2028.32
Rate/ Unit (Rs.) 6.03 6.67
(b) Own generation
(i) Through Diesel Generator
Units (KWH) 1439266 1551442
Units/Ltr. of Diesel (KWH) 3.52 3.47
Cost/Unit (Rs.) 13.89 10.99
2. Coal (For Steam Generation for Captive consumption)
Quantity (Tonnes) 9112 7256
Total cost (Rs. in Lakhs) 512.74 355.89
Average Rate (Rs.) 5627.07 4904.72
3. Furnace Oil /HSD/LDO
Quantity (Ltrs) 2412926 2833311
Total cost (Rs. in Lakhs) 990.56 938.46
Average Rate (Rs.) 41.05 33.12
4. Natural Gas
Quantity (SCM) 20411 -
Total cost (Rs. in Lakhs) 8.31 -
Average Rate (Rs.) 40.72 -
5. Other / Internal Generation
(Steam)
Quantity (MT) 95570 84073
Total Cost (Rs. in Lakhs) 720.67 699.34
Rate/ Unit (Rs.) 754.08 831.83

B. CONSUMPTION PER UNIT OF PRODUCTION (MT)

Products Standards if any Current year Previous year
(a) Sulphuric Acid
Electricity (in Units) N.A. 36 37
(b) Oleum
Electricity (in Units) N.A. 70 71
(c) Insoluble Sulphur
(i) Electricity (in Units) N.A. 1206 1284
(ii) HSD/LDO (in Ltrs) N.A. 78 88
(iii) Others-Steam (in MT) N.A. 4 4

II. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form-B of the Annexure to the Rules.

1. Research & Development
(i) Specific area in which R&D carried out by the Company 1. Improvement in stability of Insoluble Sulphur
2. Improvement in dispersion of Insoluble Sulphur
3. Introduction of new grades in collaboration with Customers
4. Process Improvement to minimise rejection and optimisation of energy cost and consumption norms.
5. Developed Predispersed Insoluble Sulphur Product
(ii) Benefits derived as a result of the above R&D Loyalty of existing customers coupled with enlistment of new quality-conscious customers value addition in products edge over competitors and better control over qualitative deviations control over cost
(iii) Future plan of action 1. Development of New Grades specific to customer requirements
2. Commercialisation of pre-dispersed Insoluble Sulphur.
3. Process Side research for optimisation of various production parameters and costs.
The Company has a in-house R&D unit which has been recognised by Ministry of Science & Technology Department of Scientific Industrial Research. The R&D Unit is being augmented through acquisition of state of art analytical and process equipments.
(iv) Expenditure on R&D (Rs. in Lakhs)
(a) Capital : 0.29
(b) Recurring : 96.22
(c) Total : 96.51
(d) Total R&D expenditure as a percentage of net turnover. : 0.30%
2. Technology absorption adaptation and innovation: Production optimisation and innovation in the field of developing new and improved offerings savings in consumption ratios and utilities
III. FOREIGN EXCHANGE EARNING AND OUTGO
(a) Activities relating to exports initiatives taken to increase exports development of new export markets for products and services and export plans. The Company registered a growth of 3.96% by value in exports.
Exports constituted 66.43% of total Insoluble Sulphur sales during the year by value.
(b) Total foreign exchange used and earned (Rs. in lakhs)
(i) Earned : 18360.73
(ii) Used : 1514.94

 

On behalf of the Board of Directors
Place : Noida Arvind Goenka O.P. Dubey
Date : 29 th May 2018 Managing Director Director
DIN: 00135653 DIN: 00228441

Annexure E to the Boards' Report

PARTICULARS OF EMPLOYEES PERSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

I. The ratio of the remuneration of each director to Mr. J.P Goenka- 7:10
the median remuneration of the employees of the Company for the financial year ; Mr. Arvind Goenka 336:10
Mr. B.B Tandon- 26:10
Mr. K Raghuraman- 14:10
Mr. O.P Dubey- 26:10
Mr. S.J Khaitan- 32:10
Mr. H S Shashikumar-11:10
Mr Akshat Goenka- 305:10
Ms Runa Mukherjee- 17:10
II. The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year ; Directors:
Mr. J.P Goenka : 11%
Mr.Arvind Goenka:9%
Mr.B.B Tandon: 25%
Mr. K Raghuraman: (-13%)
Mr. O.P Dubey: 25%
Mr. S.J Khaitan: 12%
Mr. H.S. Shashikumar:25%
Mr. Akshat Goenka: 10%
Ms. Runa Mukherjee:40%
Key Managerial Personnel
Mr.Arvind Goenka: 9%
Mr. Akshat Goenka : 10%
Mr. Anurag Jain- 11%
Mr. Pranab Maity- 5%
III. The percentage increase in the median remuneration of employees in the financial year; 8%
IV. The number of permanent employees on the rolls of company; 433 employees as on 31/03/2018
V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison Average Salary increase of non managerial employees was 8.5%
Increase in managerial remuneration was with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. 10%
The increase in managerial remuneration reflects the contribution of MD and JMD in steering the Company to a growth path and is commensurate with the industry standards. Average salary reflects average increase of all employees who have contributed to a varying degree to the growth of the Company.
VI. The key parameters for any variable component of remuneration availed by the directors; Managing Director and Jt Managing Director are entitled to performance linked bonus.
All other directors are also entitled to Commission based on the performance of the Company in addition to the sitting fees.
VII. Affirmation that the remuneration is as per the remuneration policy of the company. Remuneration paid during the year ended March 31 2018 is asper the remuneration policy of the Company.

 

On behalf of the Board of Directors
Place : Noida Arvind Goenka O.P. Dubey
Date : 29 th May 2018 Managing Director Director
DIN: 00135653 DIN: 00228441

PARTICULARS OF EMPLOYEES PERSUANT TO SECTION 134(3) (q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

Sl. No. Name Designation & Nature of Duties Remunera- tion (Rs.) Qualification & Total Ser- vice Experi- ence (Years) Age (Years) Date of Commence- ment of Employ- ment

Last employment held before Joining the Company

Company Designation
(A) EMPLOYED THROUGHOUT THE YEAR
1 Goenka Arvind Managing Director 18936217 B.Com 32 55 01.10.2009 Duncan Inter- national India Ltd. Vice President
2 Goenka Akshat Joint Managing Director 17214238 Graduate in Economics 7 30 01.01.2010 NA NA
3 Jain Anurag Chief Financial Officer 13279203 B.Sc 27 51 01.10.1990 NA NA
4 Sabarwal Vijay President (operations) 8514448 BE (Mech) 27 51 20.10.2014 Subros Ltd Sr. Vice President
5 Almeida D Antony Sr.Vice President (F&A) 6714087 M.Com 45 66 01.05.1991 Swan Mills Ltd Manager
6 Batta K Muneesh Vice President (Marketing) 5993393 MIB BA 24 48 14.05.1997 Usha Interna- tional (India) Ltd. Dy.Manager
7 Gupta Alok General Manager (Works) 3878755 MSc 26 55 15.12.1992 IFFCO Process Controler
8 Goel Chetan General Manager (Purchase) 3643722 B.E (Mech) MBA (PMIT) 28 51 23.08.2010 Indo Gulf Fertilizer General Manager
9 Pathak D Go- vind General Manager (Technical) 4078819 B.Tech (Chem) 24 46 12.08.2013 Continental Carbon India Ltd. General Manager
10 Walia NS General Manager (Production) 3489244 B.Tech (Chem) 20 43 10.01.2017 Gujarat Fluo- rochemicals Ltd Head-Chemicals

Notes:

1 Remuneration has been calculated on the basis of Section 198 of the Companies Act2013 and includes expenditure incurred by the

Company on salary and for provision of benefits to the employees excluding actuarialvaluation of Retirement Benefits.

2 The nature of employment is contractual in case of Directors and Permanent for allother employees.

3 Mr. Arvind Goenka is related to Mr. J.P. Goenka Chairman of the Board and Mr AkshatGoenka Jt Managing Director

4 Mr. Akshat Goenka is related to Mr. Arvind Goenka (Managing Director) and Mr. J.P.Goenka (Chairman)

On behalf of the Board of Directors

Place : Noida Arvind Goenka O.P. Dubey
Date : 29 th May 2018 Managing Director Director
DIN: 00135653 DIN: 00228441