DIRECTORS REPORTDear Shareholders,
Your Directors are pleased to present the Annual Report and the Audited Accounts ofyour Company for the financial year ended June 30, 2011.
Financial Results:
The financial performance of the Company, for the year ended 30th June ,2011 is summarised below:
| PARTICULARS | 2010-2011 | 2009-2010 |
| Profit Before Depreciation | 8327274 | 9582385 |
| Less: Depreciation | 541792 | 1283163 |
| Profit After Depreciation | 7785482 | 8299222 |
| Less: Prior Period Expenses | - | 30000 |
| Net Profit Before Taxation | 7785482 | 8269222 |
| Less: Provision for Taxation | 250000 | - |
| Net Profit After Taxation | 7535482 | 8269222 |
| Less: Loss brought forward from Previous Year | (21561663) | (29830885) |
| Balance Carried to Balance Sheet | (14026181) | (21561663) |
Operational Review:
The Company had extended the financial year by three months. Hence the period underreview is from 1st April, 2010 to 30th June, 2011. It is encouragingto state that the second half of the period under review was much better than the firsthalf. It is pertinent to note that during these difficult times your company recordedoperational revenue of Rs. 2,58,55,704/-. This is a whopping five hundred percent growthas compared to the previous year under review. However, there was a decline in the bottomline due to high operational cost. The Total Income of the Company increased from Rs.42,64,251 to Rs. 2,58,55,704 during the current financial year, in conjunction with anincrease in Expenditure from Rs. 48,87,023 to Rs. 2,69,19,047. There was considerablepressure on the margins, as a result the Net Profit after tax for the current remained atthe same level as that of the previous year i.e. at Rs. 75,35,482, the profit in 2009-2010was Rs. 82,69,222. The cost of raw material has adversely affected the bottom line andyour management is hopeful that the situation shall improve in future.
Future Outlook
Your Company has had its share of obstacles in its journey so far. Your Company ismoving ahead on the growth path and the launch of “Ecrol” has been a significantstep in this direction. Your management is very positive on the future outlook of theEcrol products and the Company as a whole. We shall not leave any stone unturned to ensureus a higher market share in the time to come.
Your management has taken into account all the expected contingencies and challengesand have accordingly made a plan of action to tackle any such problems efficiently.However, there can be any unforeseen contingencies which may come up. Thus, taking intoaccount all such circumstances, your management has drawn a roadmap for achieving ourgoal.
Change in Financial Year:
Pursuant to the Resolution passed by the Board of Directors at their meeting held on31st March, 2011 the financial year of the Company has been changed from year ending 31stMarch, 2011 to 30th June, 2011 for the year under review. Consequent to thisthe Current financial year of the Company comprises of a period of fifteen monthscommencing from 1st April, 2010 to 30th June, 2011. Thus thefinancial statements presented in the lower section of this report has been prepared andaudited for a period of 15 months.
Dividend:
In order to conserve the resources of the company and in order to plough back theprofits yielded in the year under review towards future expansion of the Company, yourdirectors are of the opinion that no dividend be recommended for year under review.
Deposits:
The Company has not accepted any deposits during the year with the meaning of theCompanies (Acceptance of Deposits) Rules,1975.
Audit Committee:
An Audit Committee with an optimum combination of Directors pursuant to the provisionsof Section 292A of the Companies Act, 1956 & Clause 49 of the Listing Agreement havebeen formed in order to comply with the various requirements of the Company.
The Board of Directors have been reviewing the working of the committee from time totime to bring about greater effectiveness in its working structure.
Adequate disclosures in respect of the composition of the Audit Committee and theChairmanship have been made in the Corporate Governance Report which forms an essentialpart of this report.
Secretarial Audit Report:
As a measure of Good Corporate Governance practice, the Board of Directors of theCompany has obtained a Certificate from Practicing Company Secretary on the basis ofSecretarial Audit of the Company. This is to certify that the Company has complied withall the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, ListingAgreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and allthe Regulations and Guidelines of SEBI as applicable to the Company, including theSecurities and Exchange Board (Substantial Acquisition of Shares and Takeover)Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 1992.
Disclosure on Changes in the Board Composition:
Atreya's Board comprises of 8 directors in the order of their appointment, namely Mr.Santosh Kahar, Mr. Sombhai Thakkar, Mr. Bachubhai Thakkar, Mr. Jayesh Thakkar, Mr. JigarMotta, Mr. Amit Shah, Mr. Nikhil Pednekar and Mr. Kiran Soni. Following are thedisclosures furnished for the directors retiring by Rotation and the Re- appointment ofAdditional Directors
Directors Retiring by Rotation
In accordance with the provisions of section 257 the Companies Act, 1956 and theArticles of Association of the Company, Mr. Bachubhai Thakkar and Mr. Santosh Kahar,retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible, have offered themselves for re-appointment.
The Board wishes to place on record their appreciation for the services rendered bythem as the Directors of the Company.
The Proposals regarding the re- appointment of the aforesaid Directors are placed foryour approval.
Your Directors commends their appointment for their approval.
None of the Directors, except Mr. Bachubhai Thakkar and Mr. Santosh Kahar areinterested or concerned in the resolution.
Re- appointment of Additional Directors
As per the provisions of Section 260 of the Companies Act, 1956, Mr. Jayesh Thakkar,who was appointed on 28th January, 2011 and Mr. Jigar Motta, Mr. Kiran Soni,Mr. Nikhil Pednekar and Mr. Amit Shah who were appointed on 14th May, 2011 asAdditional Directors of the Company hold office up to the date of this ensuing AnnualGeneral Meeting.
The Board wishes to place on record their appreciation for the services rendered bythem as the Directors of the Company and commends their appointment for your approval.
The notice proposing their candidature as the directors of the Company has been alreadyreceived by the Company.
None of the Directors, except Jayesh Thakkar, Mr. Jigar Motta, Mr. Kiran Soni, Mr.Nikhil Pednekar and Mr. Amit Shah are interested or concerned in the aforesaid resolution.
Furthermore, no director has resigned or is suspended from the Board since last year.
A brief profile of all the directors of the Company is annexed in the below portions ofthe Report and marked as “Annexure A”
Disclosure of Changes in the Capital Structure of the Company
During the year under the review, the Company has not issued any Equity Shares and thusthere has not been any change in the issued capital of the Company which as on 30thJune, 2011 stands at Rs. 6,45,00,000 consisting of 64,50,000 Equity Shares of Rs. 10/-each.
Corporate Governance and Management Discussion and Analysis Report:
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the ManagementDiscussion and Analysis Report and Corporate Governance Report together with thecertificate from a Practicing Company Secretary confirming compliance of the conditions ofCorporate Governance forms part of this report.
Code of Conduct:
The declaration by the Chairman pursuant to Clause 49(1) (ii) of the Listing Agreementstating that all the Board Members and Senior Management Personnel have affirmed theircompliance with the Company's Code of Conduct for the year ended 30th June,2011 is also attached to this Report.
Particulars of Employees:
The relations of the Employees have continued to be harmonious during the year.
The Company's performance management system is bench-marked with prevailing bestpractices. It seeks to continuously enhance competitiveness and skills of its employees.
The Board wishes to place on record its appreciation for the efforts of all itsemployees during the financial year.
Furthermore, no employees of the Company fall into the ambit of drawing remuneration ofRs 24,00,000 per annum or Rs.2,00,000 per month for any part of the year or more, hence noparticulars have been furnished as required under section 217 (2A) of the companies Act,1956 read with the Companies (Particular of Employees Rules) 1975.
Corporate Social Responsibility;
Atreya Petrochem Limited is committed towards maintaining the interest of not onlythe Shareholders but also the society and community at large. Management and the employeesare aware of the impact of the operations and actions of the Company they all work for,ensuring a positive impact and their commitment towards Corporate Social Responsibility.
Disclosure on Appointment of Auditors in the Company:
The Company's Auditors, M/s. N.R. Parikh & Co. Chartered Accountant, retireat the ensuing annual general meeting and have expressed their willingness to bere-appointed.
Your Company has obtained a letter from the auditor to the effect that there-appointment, if made, will be in conformity with the limits specified in section 224(1B) of the Companies Act, 1956.
Comments of the Auditors in their report and the notes forming part of the Accounts areself explanatory and need no comments.
Directors responsibility statement:
Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 withrespect to Directors responsibility Statement, it is hereby confirmed that:
In the preparation of the accounts for the Financial Year ended 30th June,2011; the applicable Accounting Standards have been followed along with proper explanationrelating to material departures.
The Directors have selected such Accounting Policies and applied them consistently andmade judgments and estimates that were 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 theprofit of the Company for the year under review;
The Directors have taken proper and sufficient care for the maintenance of the adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
The Directors have prepared the Accounts for the Financial Year ended 30thJune, 2011 on a going concern basis.
Conservation of energy:
In accordance with the requirements of the section 217(1) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Board of Directors)Rules, 1988, the particulars with respect to conservation of energy ,technology absorptionand Research and Development are annexed to and from part of this report. (Annexure“B” and “C”).
Appreciation:
Your Directors are gratified and are obliged by the continuous faith and support it hasreceived over such long period of time from various authorities including Banks andGovernment authorities and also from Shareholders including all categories of personsassociated with the company. Your Directors are delighted to express their gratitudetowards the long lasting support the employees have given and are extremely thankful forthe same.
| By Order of the Board of Directors |
| Sd/- |
| (Santosh Kahar) |
| Chairman and Director |
| Place: Vadodara | |
| Date: 2nd December, 2011. | |
ANNEXURE TO THE DIRECTORS REPORT
“Annexure A”
Details of the Directors of the Company pursuant to clause 49 of the Listing Agreement.
A brief profile of all the Directors constituting the present Board of your Companytogether with their relation inter- se in given hereunder:
| Name of the Director | Santosh Kahar | Bachhubhai Thakkar |
| Date of Birth | 21/08/1971 | 01/06/1968 |
| Date of Appointment on the Board | 10/07/2000 | 15/03/2008 |
| Shareholding of Executive Directors | 95,500 | Nil |
| Relationship between directors inter-se | Promoter and Promoter | Promoter and Promoter |
| Group | Group |
| Name of the Director | Sombhai Thakkar | Jayesh Thakkar |
| Date of Birth | 01/06/1960 | 01/06/1964 |
| Date of Appointment on the Board | 05/02/2008 | 28/01/2011 |
| Shareholding of Executive Directors | 1,00,000 | 379000 |
| Relationship between directors inter-se | Promoter and Promoter | Promoter and Promoter |
| Group | Group |
| Name of the Director | Amit Shah | Nikhil Pednekar |
| Date of Birth | 26/01/1977 | 19/08/1983 |
| Date of Appointment on the Board | 14/05/2011 | 14/05/2011 |
| Shareholding of Non- Executive Directors | Nil | Nil |
| Relationship between directors inter-se | None | None |
| Name of the Director | Jigar Motta | Kiran Soni |
| Date of Birth | 05/01/1973 | 21/02/1967 |
| Date of Appointment on the Board | 14/05/2011 | 14/05/2011 |
| Shareholding of Non- Executive Directors | Nil | Nil |
| Relationship between directors inter-se | None | None |
“Annexure B”- Conservation of Energy
”Information as per section 217(1)(e) read with the companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 and forming part ofDirector's Report for the year ended 30th June, 2011.
| Sr. No | Particulars | Current year | Previous year |
| Power & Fuel Consumption | | |
| 1. | Electricity (purchased) units | 21864 | 4674 |
| Total Amount | 156768 | 33000 |
| Rate per unit | 7.17 | 7.06 |
| 2. | Electricity (Generated) units | - | - |
| Diesel consumed in liters | - | - |
| Total Amount | - | - |
| Rate per Units | - | - |
| 3. | Total units consumed | 21864 | 4674 |
| Units consumed in per lac production | - | - |
“Annexure C”- Research and development
| Particulars | Value |
| Capital Expenditure | - |
| Revenue/ Recurring Expenditure | 15500 |
| Total | - |
| Total R&D Expenditure as a % of total turnover | 15500 |
| By Order of the Board of Directors |
| Sd/- |
| (Santosh Kahar) |
| Chairman and Director |
| Place: Vadodara | |
| Date: 2nd December, 2011. | |