Mar 31, 2015
Dear members,
The Directors hereby present the Forty Second Annual Report together
with audited financial statements for the year ended 31st March, 2015.
Financial Results
2014-15 2013-14
(Rs.in lacs) (Rs.in lacs)
GROSS REVENUE 18909 10828
Profit before Interest,
Depreciation and Tax (EBITDA) 144 636
Interest 361 220
Depreciation 324 (685) 234 454
Profit before Tax (PBT) (541) 182
Provision for Current tax - (67)
Provision for deferred tax
(Net of due to change in
Depreciation as per
Companies Act, 2013) (156) (156) 7 60
Profit after tax (PAT) (385) 122
Tax adjustment of earlier year 8 -
Add: Surplus brought forward
from last year 4043 3968
Profit available for appropriation 3666 4090
Appropriations:
General Reserve 10 10
Dividend 16 32
Dividend Distribution tax 3 5
Balance Carried Forward 3637 4043
DIVIDEND
Considering the accumulated surplus and future prospects, your
Directors are pleased to recommend a final dividend of Re. 0.50 per
equity share of face value of Rs.10/- each for the year ended 31st
March, 2015, for approval by the shareholders at the forthcoming
Annual General Meeting.
OPERATIONS AND FUTURE OUTLOOK
The year witnessed a sluggish market scenario with few new projects
coming up. Inspite of the adverse conditions, the Company has not only
been able to sustain, but has also been able to increase the business
volume and achieve positive earnings before interest, depreciation and
tax (EBITDA). However, the increase in total cost could not be
recovered in full, hence the operational results are negative.
Details about the performance as also the future outlook have been
given under the head Functional Highlights and Management Discussion
and Analysis in the annexed report on the Corporate Governance.
During the year, there has been no change in the nature of business
of the Company. The Company has no subsidiary or associated Company
therefore disclosures in this regard has not been provided in this
Report.
The details of refractories produced and dispatched by the units of the
Company are given as under:-
Dalmiapuram Works
FY15 FY14
Production (MT) 40895 41228*
Despatches (MT) 37761 -
*The production of refractories during the year 2013-14 were in
respect of the orders received from Dalmia Refractories (a division of
Dalmia Bharat Limited) pursuant to the Job work arrangement between
the Company and Dalmia Bharat Limited. However, as reported earlier,
the said arrangement has been discontinued w.e.f Is* April 2014.
INDUSTRIAL RELATIONS
Industrial relations at all the units of the Company remained
harmonious and cordial during the year under review. The Directors
wish to convey their sincere appreciation for the cooperation and
support provided by the employees of the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of the Companies Act, 2013, regarding the Corporate
Social Responsibility are not applicable to the Company. However, the
Company is fully aware of its social responsibilities and is providing
time to time assistance through the local institutions to benefit the
local residents of the nearby areas, where the Company's plants are
located.
LISTING OF SECURITIES
During the year, the Securities of the Company were listed at Calcutta
Stock Exchange, Delhi Stock Exchange and Madras Stock Exchange.
However, Securities and Exchange Board of India (SEBI) vide its order
dated 19th November, 2014 derecognized Delhi Stock Exchange and had
also passed exit orders dated 14th May, 2015 against Madras Stock
Exchange, which had sought voluntary exit from the stock exchange
activities. Now, the Company continues to remain listed at Calcutta
Stock Exchange for which the annual listing fees has been paid for the
year 2015-16.
Also, consequent to voluntary exit of Madras Stock Exchange from stock
exchange business, the agreement between National Stock Exchange and
the said exchange had been discontinued and therefore, the shares of
the Company are no more being traded on the trading platform of
National Stock Exchange.
DISCLOSURE
There were no significant and material orders passed by regulators or
courts or tribunals impacting the going concern status of the Company
and Company's operations in future.
CORPORATE GOVERNANCE
As required under Clause 49 of the listing agreement entered with the
Stock Exchanges, a separate Report on the Corporate Governance
practices followed by the Company have been annexed to and forms the
part of this Report. The Auditors' Certificate confirming compliance
of Corporate Governance Code is also attached as annexure and forms
part of this report.
DEPOSITS
During the year, the Company has not accepted deposits from public.
EXTRACT OF ANNUAL RETURN
As per provisions of Section 134 of the Companies Act 2013, the details
forming part of the extract of the Annual Return is attached to this
Report as 'Annexure I' in Form MGT 9.
DIRECTORS
The Board of Directors had on the recommendation of the Nomination and
Remuneration Committee appointed Smt. Leena Rawal as Woman
(Additional) Director w.e.f. 31st March, 2015, pursuant to the
provisions of Companies Act, 2013 and Listing Agreement entered with
the Stock Exchanges. In terms of section 161(1) of the Act, Smt. Leena
Rawal shall hold office upto ensuing Annual General Meeting of the
Company. The Company has received a requisite notice in writing from a
member proposing the candidature of Smt. Leena Rawal for appointment
as Director whose period of office shall be
Shri C. Nagaratnam, Director retires by rotation in terms of
provisions of the Companies Act, 2013 at the ensuing Annual General
Meeting of the Company and offers himself for re-appointment.
The above named Directors have furnished their respective declarations
in Form DIR-8 pursuant to the provisions of section 164(2) of the
Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
During the year, the members approved the appointment of Shri N.
Gopalaswamy, Shri P.D. Mathur and Shri M.K. Doogar as Independent
Directors who are not liable to retire by rotation.
Further, all Independent Directors have given their respective
declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD
During the year, four Meetings of the Board and one meeting of
Independent Directors were convened and held. The time gap between two
consecutive meetings of the Board did not exceed one hundred and twenty
days. The details of such meetings are given in the Corporate
Governance Report annexed to this Report.
COMMITTEES
During the year under review, your Directors have
constituted/reconstituted the following Committees of the Board in
accordance with the requirements of the Companies Act, 2013 and Listing
Agreement. The composition, terms of reference and other details of
all Board level Committees have been elaborated in the Corporate
Governance Report annexed to this Report.
AUDIT COMMITTEE
The Committee comprises of four Non-Executive Directors as its members
with Independent Directors forming a majority. The Chairman of the
Committee is an Independent Director. The Audit Committee assist the
Board in the dissemination of financial information and in overseeing
the financial and accounting processes in the Company. During the
year, there were no such instances where the Board had not accepted
the recommendation of the Audit Committee.
In order to ensure that activities of the Company and its employees
are conducted in a fair and transparent manner, the Company has
adopted a Whistle Blower Policy & Vigil Mechanism. The details of
which are available on the Company's website
"www.dalmiarefractories.com".
NOMINATION AND REMUNERATION COMMITTEE
The Committee comprises of four Non-Executive Directors as its members
out of which two are Independent Directors. The Chairman of the
Committee is an Independent Director.
The Board had on the recommendation of the Nomination and Remuneration
Committee framed the Nomination and Remuneration Policy to comply with
the provisions of Section 178 of the Companies Act, 2013 and amended
Clause 49 of the Listing Agreement. The Company's Nomination and
Remuneration Policy has been annexed as 'Annexure II' of this Report
and is also available atthe Company's website.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Committee comprises of three Non-Executive Directors as its
members. The Stakeholders'Relationship Committee considers and
resolves the grievances of the security holders of the Company.
RISK MANAGEMENT COMMITTEE
The Committee comprises of three Non-Executive Directors as its
members. The Committee has been entrusted with the responsibility to
assist the Board in framing, implementing and monitoring the risk
management plan for the Company.
The Company has long been following the principle of risk
minimization, which now has become mandatory. Therefore, in accordance
with the statutory requirements, risk assessment and minimization
procedures were discussed and besides formulation of appropriate
strategies, steps are being taken for mitigating inherent risks in
Business.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49
of the Listing Agreement, the Board has carried out an annual
evaluation of its own performance and that of the directors
individually. The Directors have diverse qualification and experiences
in the field of finance, accounts, engineering, legal etc which makes
the Board as a whole effective and efficient. The Board has also
evaluated the adequacy of composition and working of its Audit
Committee, Nomination & Remuneration Committee, Stakeholders'
Relationship Committee. The performance evaluation of the Non-executive
Directors was carried out by the Independent Directors and the
performance evaluation of Independent Directors was carried out by the
entire Board. The evaluation of every Director's performance was based
on parameters such as level of engagement, contribution in terms of
improving business performance etc. as laid down in the Nomination &
Remuneration Policy of the Company.
KEY MANAGERIAL PERSONNEL
Shri C.N. Maheshwari, Chief Executive Officer and Shri Sudhir Kumar
Srivastava, Chief Financial Officer held the respective positions in
terms of listing agreement entered with the Stock exchanges and have
been designated as Key Managerial Personnel in terms of Section 203 of
the Companies Act, 2013 read with Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014w.e.f. 29th May,
2014.
Ms. Akansha Jain was appointed as Company Secretary in terms of
section 203 of the Companies Act, 2013 effective from 26th August,
2014.
CEO/CFO REPORT ON ACCOUNT
As required under Clause 49 of the Listing Agreement, the CEO/CFO's
Annual certification of financial reporting and Internal controls is
attached in this report.
AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS
M/s. S.S. Kothari Mehta &Co., Chartered Accountants, were re-appointed
as Statutory Auditor of the Company to hold office for a period of
three years effective from the conclusion of last Annual General
Meeting of the Company held on 12th August, 2014 in accordance with
the provisions of Section 139 of the Companies Act, 2013 subject to
ratification by the members at every Annual General Meeting. A
certificate to the effect that their re-appointment, if made, would be
within the prescribed limits under the Act has been obtained.
The notes on financial statement referred to in the Auditors' Report
are self explanatory and do not call for any further comments. The
Auditors' Report does not contain qualification, reservation or
adverse remark.
COST AUDITORS
M/s. HMVN & Associates, Cost Accountants, were appointed as the Cost
Auditors of the Company to conduct the audit of the cost accounting
records of specified products for the year ended 31st March, 2015 in
accordance with the Section 148 of the Companies Act, 2013 read with
Companies (Cost Accounting Records) Rules, 2011. However, with the
notification of 'Cost Records and Audit' Rules, 2014 effective from
30th June, 2014 and amendments thereof, cost audit is not applicable
to the Company.
SECRETARIAL AUDIT
Secretarial Audit was conducted during the year by the Secretarial
Auditor, Shri N.C. Khanna, Practicing Company Secretary, in accordance
with the provisions of section 204 of the Companies Act, 2013. The
Secretarial Auditor's Report has been annexed as 'Annexure III' of
this Report. There are no disqualifications or observations or remarks
made by the Secretarial Auditor in the Report.
Shri N. C. Khanna, Practicing Company Secretary has been appointed as
Secretarial Auditor of the Company for the financial year 2015-16.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control commensurate with
the size of the Company and nature of its Business which are reviewed
periodically.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, directly or indirectly, to any
person or to other body corporates or given any guarantee or provided
any security in connection with a loan to any other body corporate or
person. The Details of Investments made by
CONTRACTS AND ARRANGEMENTS
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on an arm's length basis. During the year, the Company
had not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(m) of Section 134(3)
of the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are given in Annexure-A which forms part of the
Directors' Report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the employees drawing remuneration
in excess of the limits set out in the said rules are NIL.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has
been annexed as 'Annexure IV' of this Report.
Your Directors further state that during the year under review, there
were no cases filed pursuant to Sexual Harassment of woman at
workplace (Prevention, Prohibition and Redressal) Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of the provisions of Section 134(5) of the Companies Act, 2013,
your Directors declare that:
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company atthe end of the financial year and of the
profit of the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
iv) the Directors had prepared the annual accounts on a going concern
basis.
v) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
ACKNOWLEDGMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers and various State and
Central Government agencies for their co-operation and continued
support to the Company.
For and on behalf of Board
Place: New Delhi Deepak Thombre P. D. Mathur
Dated: May 21,2015 DIRECTOR DIRECTOR
(DIN:02421599) (DIN:00266758)
Mar 31, 2014
Dear Members,
The Directors hereby present the Forty first Annual Report together
with Audited Accounts for the year ended 31st March, 2014. With the
specified provisions of the Companies Act, 2013 coming into force with
effect from 1st April 2014 the Board''s Report has been prepared in
accordance with the applicable provisions of the Companies Act, 1956 as
per the clarification given in the General Circular No.8/2014 dated 4th
April 2014 issued by Ministry of Corporate Affairs.
Financial Results
2013-14 2012-13
(Rs.in lacs)
GROSS REVENUE 10828 11227
Profit before Interest,
Depreciation and Tax (EBITDA) 636 825
Interest 220 329
Depreciation 234 454 329 605
Profit before Tax (PBT) 182 220
Provision for Current tax 67 100
Provision for deferred tax <7> 60 <27) 73
Profit after tax (PAT) 122 147
Tax adjustment of earlier year - (3)
Add: Surplus brought forward
from last year 3968 3883
Profit available for
appropriation 4090 4033
Appropriations :
General Reserve 10 10
Dividend 32 47
Dividend Distribution tax 5 8 65
Balance Carried Forward 4043 3968
DIVIDEND
Your Directors are pleased to recommend a final dividend of Re.l/-per
equity share of face value of Rs.l0/-each fortheyearended 31st March,
2014, for approval by the shareholders attheforthcoming AnnualGeneral
Meeting.
CHANGE IN NAME OF THE COMPANY
As approved by you in the Extra-ordinary General Meeting held on 26th
March 2014, the name of the Company has been changed from Shri Nataraj
Ceramic and Chemical Industries Limited to Dalmia refractories Limited
to reflect the group and the brand ''Dalmia Refractories'' under which
the refractory products of the Company are being manufactured and
marketed. The Company has obtained a Fresh Certificate of Incorporation
consequent upon the change in name dated 28th March, 2014 issued by the
Registrar of Companies, Tamil Nadu.
OPERATIONS AND FUTURE OUTLOOK
The performance of the Company has been adversely affected due to
continued slowdown in the economy resulting in the overall reduction in
the demand for its products. Due to severe competition, the margins
remained under pressure.
Details about the performance as also the future outlook have been
given under the head Functional Highlights and Management Discussion
and Analysis in the annexed report on the Corporate Governance.
Dalmiapuram Works
The production of refractories at this unit was carried out as per
orders received from Dalmia Refractories (a division of Dalmia Bharat
Limited) pursuant to the job work arrangement between the Company and
Dalmia Bharat Limited which has expired on 31st March, 2014. Effective
1st April, 2014, the marketing of the products forthis unit is also
being carried out byyourCompany.
DALMIA REFRACTORIES LIMITED
During the year under report, 41228 MT (Previous year 42846 MT) of
refractories was manufactured at Dalmiapuram Works.
The details of refractories produced and dispatched by other units of
the Company are given as under:-
Khambalia Works
FY 14 FY 13
Production (MT) 25705 29114
Despatches (MT) 23274 28964
Katni Unit FY 14 FY 13
Production (MT) 5760 5152
Despatches (MT) 5923 5293
INDUSTRIAL RELATIONS
Industrial relations at all the units of the Company remained cordial
during the year under review. The Directors wish to convey their
sincere appreciation forthe cooperation and support provided by the
employees of the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is fully aware of its social responsibilities and is
providing time to time assistance through the local institutions to
benefit the local residents of the nearby area, where the Company''s
plants are located.
LISTING OF SECURITIES
The Securities of the Company are listed at the Stock Exchanges as
stated below and the annual listing fees has been paid to each of the
Exchanges :-
1. The Madras Stock Exchange Limited (MSE)
2. The Delhi Stock Exchange Limited (DSE)
3. The Calcutta Stock Exchange Limited (CSE)
As per the agreement between MSE and National Stock Exchange (NSE) the
equity shares of the Company are being traded on NSE trading platform.
CORPORATE GOVERNANCE
Corporate Governance practices as required under Clause 49 of the
listing agreement of the Stock Exchanges are detailed in a separate
chapter in this document. The Auditors Certificate on the compliance of
Corporate Governance Code is attached as annexure and forms part of
this report.
DEPOSITS
The Company has not taken any deposits from public, during the year. As
on 31st March, 2014 there is no amount of deposits and interest thereon
which remain due for payment or unclaimed by depositors.
DIRECTORS
Shri Deepak Thombre, Director retire by rotation at the forthcoming
Annual General Meeting and is eligible for re- appointment.
Shri N. Gopalaswamy, Shri M.K. Doogar and Shri P.D. Mathur, Independent
Directors of the Company were appointed Directors liable to retire by
rotation under the provisions of erstwhile Companies Act, 1956. In
terms of Section 149 and other applicable provisions of the Companies
Act, 2013 and rules made thereunder, the said Independent Directors
have given their declaration of independence and being eligible be
consider for re-appointment by the Shareholders at the ensuing Annual
General Meeting for a term upto five consecutive years. The Company has
received requisite notice in writing from a member proposing the
candidature of Shri N. Gopalaswamy, Shri M.K. Doogarand Shri P.D.
Mathurforappointmentaslndependent Directors.
COMPLIANCE CERTIFICATE
Pursuant to provisions of Section 383Aof the Companies Act, 1956 read
with the rules made thereunder, a Certificate from Company Secretary in
whole time practice is attached to this report.
AUDITORS
M/s S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of
the Company retires at the Conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment. As required under the
provisions of Section 139 and other applicable provisions of the
Companies Act, 2013 and rules made thereunder, the Company has obtained
a certificate from them to the effect that their re-appointment, if
made, would be in conformity with the prescribed conditions and
criteria laid underthe said Act.
COST AUDITORS
M/s. HMVN & Associates, Cost Accountants, were appointed as the Cost
Auditors of the Company to conduct the Cost Audit of the cost
accounting records of specified products for the year ended 31st March,
2014. The said firm has been appointed as Cost Auditors for the
financial year 2014-15 and in accordance with the Companies Act 2013
their remuneration be ratified at the forthcoming Annual General
Meeting.
CEO/CFO REPORT ON ACCOUNT
As required under Clause49 of the Listing Agreement, the CEO/CFO''s
Report on the Accounts is attached.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(e) of Section 217 of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, are given in
Annexure-A which forms part of the Directors'' Report.
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be furnished under section
217(2A) of the Companies Act, 1956, read with the Rules made thereunder
are NIL as there is no employee who is in receipt of remuneration in
excess of the limits prescribed undersaid Section.
DIRECTORS RESPONSIBILITY-STATEMENT:
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors declare that: i) in the preparation of the Annual
Accounts, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and madejudgements 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
of the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers, Employees and various
State and Central Government agencies for their co-operation and
continued support to the Company.
For and on behalf of Board
Place: New Delhi Deepak Thombre P.D. Mathur
New Delhi, May 29,2014 DIRECTOR DIRECTOR
(DIN:02421599) (DIN:00266758)
Mar 31, 2013
The Directors hereby present the Fortieth Annual Report together with
Audited Accounts for the year ended 31st March, 2013.
2012-13 2011-12
(Rs.Lacs) (Rs.Lacs)
GROSS REVENUE 11227 12585
Profit before Interest,
Depreciation and Tax (EBITDA) 825 1218
Less: Interest 329 258
Depreciation 276 605 310 568
Profit before Tax (PBT) 220 650
Provision for Current tax 100 205
Provision for deferred tax (27) 73 9 214
Profit after tax (PAT) 147 436
Tax adjustment of earlier year (3) 21
Add: Surplus brought
forward from last year 3883 3586
Profit available for appropriation 4033 4001
Appropriations:
General Reserve 10 45
Dividend 47 63
Dividend Distribution tax 8 65 10 118
Balance Carried Forward 3968 3883
DIVIDEND
Your Directors are pleased to recommend a dividend of 15% i.e.
Rs.1.50/- per equity share forthe year ended 31" March, 2013, for
approval by the shareholders at the forthcoming Annual General Meeting.
OPERATIONS AND FUTURE OUTLOOK
The performance of the Company was impacted due to economic downturn,
which severally affected the demand for its products. As a result, the
increase in the input costs could not be passed on to the customers.
The margins are likely to continue to be under pressure during the
current year also.
Details about the performance as also the future outlook have been
given under the head Functional Highlights and Management Discussion
and Analysis in the annexed report on the Corporate Governance.
Dalmiapuram Works
The production of refractories at this unit continues to be carried out
as per orders received from Dalmia Refractories.
During the year under report, 42846 MT (Previous year 50667 MT) of
refractories was manufactured at Dalmiapuram Works.
The details of refractories produced and dispatched by other units of
the Company are given as under:-
Khambalia Works
FY 13 FY 12
Production (MT) 29114 34461
Despatches (MT) 28964 36353
WankanerUnit
FY13 FY 12
Production (MT) 1291 4913
Despatches (MT) 2001 4218
The operations at this unit have been discontinued due to operational
issues and the lease agreement is proposed to be terminated effective
1" July, 2013.
Katni Unit
FY13 FY 12
Production (MT) 5152 4109
Despatches (MT) 5293 3755
The products manufactured at this new unit are now well accepted in the
market. The unit has also achieved the ISO certification 9001:2008 on
61" September, 2012.
INDUSTRIAL RELATIONS
Industrial relations remained peaceful during the year under review.
The Directors wish to convey their sincere appreciation for the
cooperation and support provided by the employees of the Company. !
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is fully aware of its social responsibilities and providing
time to time assistance through the local institutions to benefit the
local residents of the nearby area, where the Company''s plants are
located.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(e) of Section 217 of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, are given in
Annexure-A which forms part of the Directors''Report.
LISTING OF SECURITIES
The Securities of the Company are listed at the Stock Exchanges as
stated below and the annual listing fees has been paid to each of the
Exchanges:-
1. The Madras Stock Exchange Limited (MSE)
2. The Delhi Stock Exchange Limited (DSE)
3. The Calcutta Stock Exchange Limited (CSE)
As per the agreement between MSE and National Stock Exchange (NSE) the
equity shares of the Company are presently being traded on NSE trading
platform.
CORPORATEGOVERNANCE
Corporate Governance practices as required under Clause 49 of the
Listing Agreement of the Stock Exchanges are detailed in a separate
chapter in this document. The Auditors Certificate on the compliance of
Corporate Governance Code is attached as annexure and forms part of
this report.
COMPLIANCE CERTIFICATE
Pursuant to provisions of Section 383A(1) read with the Companies
(Compliance Certificate) Rules 2001, copy of Certificate from Company
Secretary in whole time practicejs attached to this report as an
additional compliance.
SUBSIDIARY
Your Directors, considering that no material activity is being carried
out in Shri Chamundeswari Minerals Limited (SCML), deemed it fit to
withdraw the investment held in it. SCML, therefore ceases to be the
subsidiary of the Company with effect from 30''" March, 2013.
DIRECTORS
Shri Deepak Thombre has resigned from the office of Managing Director
with effect from 1" April, 2013, considering his other priorities.
However, he continues to contribute his services to the Company as
Non-executive Director. He has been associated with the Company as
Managing Director since 1" November, 2008 and was re-appointed for a
further period of three years on 31" October, 2011. The Board takes on
record its appreciation for the valuable services and guidance rendered
by him as a Managing Director of the Company.
Shri N. Gopalaswamy and Shri M.K. Doogar, Directors retire by rotation
at the forthcoming Annual General Meeting and are eligible for
re-appointment.
CEO/CFO REPORT ON ACCOUNT
As required under Clause 49 of the Listing Agreement, the CEO/CFO''s
Report on the Accounts is attached.
AUDITORS
M/s S.S. Kothari Mehta & Co., Chartered Accountants, the Auditors of
the Company retires at the Conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. As required under Section
224 of the Companies Act, 1956, the Company has obtained a certificate
from them to the effect that their re-appointment, if made, would be in
conformity with the limits prescribed in the said section.
DEPOSITS
The Company has not taken any deposits from public, during the year. As
on 31" March, 2013 there is no amount of deposits and interest thereon
which remain due for payment or unclaimed by depositors.
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be furnished under section
217(2A) of the Companies Act, 1956, read with the Rules made thereunder
are NIL.
DIRECTORS RESPONSIBILITY STATEMENT:
lntermsoftheprovisionsofSection217(2AA)oftheCompaniesAct, 1956, your
Directors declare that:
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgements 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 of
the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
theprovisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers, Employees and various
State and Central Government agencies for their co-operation and
continued support to the Company.
For and on behalf of Board
Place: New Delhi Deepak Thombre P.D. Mathur
Dated: 27.05.2013 DIRECTOR DIRECTOR
Mar 31, 2012
The Directors hereby present the Thirty Ninth Annual Report together
with Audited Accounts for the year ended 31st March, 2012.
2011-12 2010-11
(Rs.Lacs) (Rs.Lacs)
GROSS REVENUE 12585 8903
Profit before Interest,
Depreciation and Tax 1218 941
Less: Interest 258 214
Depreciation 310 568 221 435
Profit before tax 650 506
Provision for Current tax 205 110
Provision for deferred tax 9 214 45 155
Profit after tax 436 351
Tax adjustment of earlier year (21) 4
Add: Surplus brought forward
from last year 3586 3358
Profit available for
appropriation 4001 3713
Appropriations :
General Reserve 45 36
Dividend 63 79
Dividend Distribution tax 10 118 12 127
Balance Carried Forward 3883 3586
DIVIDEND
Your Directors have decided to recommend a dividend of 20% amounting to
Rs.2/- per equity share of the face value of Rs. 10/-each.
OPERATIONS AND FUTURE OUTLOOK
Though the Company was able to increase its sales, it has not been able
to get a commensurate increase in the sales realization to take care of
increased cost of various inputs due to severe competition and slow
down of demand from cement industry, its main market segment. Margin
are likely to continue under pressure during the current year also.
Details about the performance as also the future outlook have been
given under the head financial highlights and management discussion and
analysis in the annexed report on Corporate Governance.
Dalmiapuram Works
The production of refractories at this unit continues to be carried out
as per orders received from Dalmia Refractories.
During the year under report, 50667 MT (Previous year 49414 MT) of
refractories was manufactured at Dalmiapuram Works.
Khambalia Works
The production and despatches details of refractories are as under:
2011-12 2010-11
Production (MT) 34461 37266
Despatches (MT) 36353 34796
Wankaner Works
Wankaner-I
During the year under report, 2591 KIT (Previous year 3817 MT) & 2922
MT (Previous year 3884 MT) of refractories was produced and despatched
respectively, at this Unit. The operations have been discontinued on
the expiry of lease agreement on 31al March, 2012.
Wankaner-ll
As reported in last year's Directors' Report a Refractory
Manufacturing Plant having capacity of 10800 MT p.a. taken on lease at
Wankaner commissioned its operations since February, 2011. The regular
production got stabilized this year and during the year under report
4913 WIT (Previous year 714 MT) & 4218 MT (Previous year 699 MT) of
refractories was produced and dispatched respectively.
Katni Works
The Plant at Katni having an installed capacity of 12000 MT,
commissioned in September, 2010 has started regular production this
year. During the year under report, 4109 MT (Previous year 120 MT) &
3755 MT (Previous year 60 MT) of refractories was produced and
despatched respectively, at this Unit.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is fully aware of its social responsibilities and is
providing assistance through the local institutions from time to time
for the benefit of the local residents of the nearby area, where the
company's plants are located.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(e) of Section 217 of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, are given in
Annexure-A which forms part of the Directors'Report.
LISTING OF SECURITIES
The Securities of the Company are listed at the Stock Exchanges as
stated below and the annual listing fees has been paid to each of the
Exchanges
1. The Madras Stock Exchange Limited (MSE)
2. The Delhi Stock Exchange Limited
3. The Calcutta Stock Exchange Association Limited
As per the agreement between MSE and National Stock Exchange (NSE) the
equity shares of the Company are being trading do NSE trading platform
w.e.f. 30th December, 2011.
CORPORATEGOVERNANCE
Corporate Governance practices as required under clause 49 of the
listing agreement of the Stock Exchanges are detailed in a separate
chapter in this document. The Auditors Certificate on the compliance of
Corporate Governance code is attached as annexure and forms part of
this report.
COMPLIANCE CERTIFICATE
Pursuant to provisions of Section 383A(1) read with the Companies
(Compliance Certificate) Rules 2001, copy of Certificate from Company
Secretary in whole time practice is attached to this report as an
additional compliance.
SUBSIDIARY
The Directors' Report and accounts of Shri Chamundeswari Minerals
Limited, the Company's subsidiary, for the year ended 31March, 2012 are
enclosed.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2011-12.
DIRECTORS
Shri P.D. Mathur, Director retires by rotation at the ensuing Annual
General Meeting and is eligible for re- appointment.
The term of Shri Deepak Ambadas Thombre as Managing Director concluded
on 30th October, 2011. Your Directors, in recognition of his committed
role and valued contribution have reappointed him as Managing Director
of the Company for a further period of 3 years from 31sl October, 2011.
Consent of the members is being sought both for his reappointment and
terms thereof at this meeting.
CEO/CFO REPORT ON ACCOUNT
As required under Clause 49 of the Listing Agreement, the CEO/CFO's
Report on the Accounts is attached.
AUDITORS
M/s S.S. Kothari Mehta & Co., Chartered Accountants, the retiring
auditors are eligible for re-appointment. The auditors have furnished
necessary certificate as required under Section 224(1-B) of the
Companies Act, 1956 that their re-appointment, if made, would be in
conformity with the limits specified in that Section.
DEPOSITS
The Company has not taken any deposits from public, during the year. As
on 31st March, 2012 there is no amount of deposits and interest thereon
which remain due for payment or unclaimed by depositors.
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be furnished under section
217(2A) of the Companies Act, 1956, read with the Rules made thereunder
are NIL.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors declare that:
i) in the preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgements 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 of
the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers, Employees and various
State and Central Government agencies for their co-operation and
continued support to the Company.
For and on behalf of Board of Directors of
SHRI NATARAJ CERAMIC AND
CHEMICAL INDUSTRIES LIMITED
Place: New Delhi Deepak Thombre P.D. Mathur
Dated: 30.05.2012 MANAGING DIRECTOR DIRECTOR
Mar 31, 2011
The Directors hereby present the Thirty Eighth Annual Report together
with Audited Accounts for the year ended 31st March, 2011.
2010-11 2009-10
(Rs.Lacs) (Rs.Lacs)
Gross Revenue 8,826 10,004
Profit before Interest,
Depreciation and Tax 941 1,833
Less: Interest 214 142
Depreciation 221 435 191 333
Profit before tax 506 1,500
Provision for Current tax 110 480
Provision for deferred tax 45 155 16 496
Profit after tax 351 1,004
Tax adjustment of earlier year 4 14
Add: Surplus brought forward
from last year 3,358 2,621
Profit available for appropriation 3,713 3,639
Appropriations : 36 105
Debenture Redemption Reserve - 120
Dividend 79 48
Dividend Distribution tax 12 127 8 281
Balance Carried Forward 3,586 3,358
DIVIDEND
Your Directors have decided to recommend a dividend of 25% amounting to
Rs.2.50 per equity share of the face value of Rs. 101- each on the
increased capital base.
OPERATIONS AND FUTURE OUTLOOK
The operations of the company have been affected adversely during the
year. The profitability of the company has declined considerably due to
the increase in raw material costs and other input costs. It is
expected that this year also the margins would remain under pressure.
Details about the performance as also the future outlook have been
given under the head financial highlights and management discussion and
analysis in the annexed report on the Corporate Governance.
Dalmiapuram Works
The production of refractories at this unit continues to be carried out
as per orders received from Dalmia Refractories. During the year under
report, 49414 MT (Previous year 48714 MT) of refractories was
manufactured at Dalmiapuram Works.
Khambalia Works
The production and despatches details of refractories are as under:
2010-11 2009-10
Production (MT) 37266 37672
Despatches (MT) 34467 36450
Wankaner Works
Wankaner-I
During the year under report, 3817 MT (Previous year 3344 MT) & 3884 MT
(Previous year 3236 MT) of refractoriness was produced and dispatched
respectively, at this Unit.
Wankaner-ll
The Company in order to expand its capacity has taken another
Refractory Manufacturing Plant having capacity of 10,800 MT p.a. at
Wankaner on lease w.e.f. 16.01.2011 and is carrying out the operations
since February, 2011. During the year under report, 714 MT and 682 MT
of refractories was produced and dispatched respectively.
Katni Plant
As reported in last years Directors' Report, a manufacturing plant,
having a capacity of 12000 MT, for manufacture of monolithics, has been
commissioned at Katni, in September, 2010. The production is getting
stabilized. During the year, 120 MT of material was produced.
CONVERSION OF WARRANTS INTO EQUITY SHARES
During the year your company gave an option to its warrant holders to
get their warrants converted into equity shares @ Rs.35/- per share
(including Premium of Rs.25/- per share). Out of 24,00,000 outstanding
warrants, the warrant holders of 23,52,084 warrants exercised this
option and accordingly 23,52,084 shares were issued by the Company. As
a result of this conversion the total paid up capital of the company
has increased from Rs.80,00,000 to Rs.3,15,20,840.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is fully aware of its social responsibilities and is
providing assistance through the local institutions from time to time
for the benefit of the local residents of the nearby area, where the
company's plants are located.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The particulars as prescribed under sub-section(e) of Section 217 of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, are given in
Annexure-A which forms part of the Directors 'Report.
LISTING OF SECURITIES
The Securities of the Company are listed at the Stock Exchanges as
stated below and the annual listing fees has been paid to each of the
Exchanges :-
1. The Madras Stock Exchange Ltd.,
2. The Delhi Stock Exchange Ltd.,
3. The Calcutta Stock Exchange Association Ltd.,
As informed, the trading on Delhi Stock Exchange is likely to be
restarted in near future which will facilitate the trading in the
securities of the Company.
CORPORATEGOVERNANCE
Corporate Governance practices as required under clause 49 of the
listing agreement of the Stock Exchanges are detailed in a separate
chapter in this document. The Auditors Certificate on the compliance of
Corporate Governance code is attached as annexure and forms part of
this report.
COMPLIANCE CERTIFICATE
Pursuant to provisions of Section 383A(1) read with the Companies
(Compliance Certificate) Rules 2001, copy of Certificate from Company
Secretary in whole time practice is attached to this report as an
additional compliance.
SUBSIDIARY
The Directors' Report and accounts of Shri Chamundeswari Minerals
Limited, the Company's subsidiary, for the year ended 31st March, 2011
are enclosed.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2010-11.
DIRECTORS
Shri C. Nagaratnam retires as Whole-time Director of the Company w.e.f.
30th September, 2010 but continues to remain as non-executive director.
Shri C. Nagaratnam retires by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment. The Board in order to
further strengthen itself appointed Shri M.K. Doogar as Additional
Director w.e.f. 29th September, 2010. It is proposed to appoint Shri
M.K. Doogar as director, subject to retire by rotation, at the ensuing
Annual General Meeting of the Company.
CEO/CFO REPORT ON ACCOUNT
As required under Clause 49 of the Listing Agreement, the CEO/CFO's
Report on the Accounts is attached.
AUDITORS
M/s S.S. Kothari Mehta & Co., Chartered Accountants, the retiring
auditors are eligible for re-appointment. The auditors have furnished
necessary certificate as required under Section 224(1-B) of the
Companies Act, 1956 that their re-appointment, if made, would be in
conformity with the limits specified in that Section.
DEPOSITS
As on 31st March, 2011 there is no amount of deposits and interest
thereon which remain due for payment or unclaimed by depositors.
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be furnished under section
217(2A) of the Companies Act, 1956, read with the Rules made there under
are Nil.
DIRECTORS RESPONSIBILITY STATEMENT.
In terms of the provisions of Section 217(2AA) of the Companies Act,
1956, your Directors declare that:
i) in the preparation of the annual accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
ii) the Directors had selected such accounting policies and applied
them consistently and made judgements 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 of
the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; and
iv) the Directors had prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENT
The Directors also take this opportunity to place on record their
sincere thanks and appreciation to the Bankers, Employees and various
State and Central Government agencies for their co-operation and
continued support to the Company.
For and on behalf of Board of Directors of
SHRI NATARAJ CERAMIC AND
CHEMICAL INDUSTRIES LIMITED
New Delhi Deepak Thombre N. Gopalaswamy
Dated: 30.05.2011 MANAGING DIRECTOR DIRECTOR