To the Members
Your Directors' hereby present the Forty-Ninth Annual Report together with the AuditedAccounts of the Company for the year ended March 31, 2012.
|Particulars || |
(Rupees in lakhs)
| ||Year ended on March 31, 2012 ||For the period of Eighteen months from October 2009 to March 2011 |
|Sales ||392.34 ||278.89 |
|Other Income (including non-recurring income) ||251.55 || |
|Gross Profit before Interest & Depreciation ||(213.05) ||(68.69) |
|Less : Depreciation ||(6.20) ||(0.11) |
|Financial Charges ||(145.39) || |
|Profit/(Loss) from Continuing operations ||(364.64) ||:68 80 i |
|Profit/(Loss) from Discontinuing operations ||646.29 ||(11,281.16) |
|Profits/(Loss) before Tax ||281.65 ||(11,349.96) |
|Less: Provision for Tax (including earlier years and Deferred Tax) || || |
|Profit /(Loss) after Tax ||281.65 ||(11,349.96) |
|Surplus/(Loss) brought forward ||(19,148.28) ||(7,798.32) |
|Surplus/(Loss) carried to Balance Sheet ||(18,866.63) ||(19,148.28) |
REVIEW OF OPERATIONS:
During the year, the Company's activity focused on the sales and marketing of CabotCorporation's Carbon Black product line for the India market. The Company continued toimport Carbon Black from overseas affiliates to service some key segments of the market.The country has seen strong growth in the IP, inks and plastic segments, which value highquality carbon black. Over a period, it is expected that reasonable profits can be madevia selling into these segments.
Dismantling and remediation activities at the Thane facility, which commenced in 2010,were concluded during the year. These dismantling activities were performed in fullcompliance with the requirements of applicable laws and were completed safely with zeroaccidents.
At the moment, sales via imports are small and constrained due to limited availabilityof product in overseas manufacturing plants. However, it is expected that greater volumewill be available to be imported into India once new capacity announced by Cabot in Chinaand Indonesia becomes available. These capacities will come into place at different stagesover the next 18-24 months. In the meantime, Company is continuing to work with potentialcustomers on market assessment and technical qualification. This work with customers isplanned to be converted to future sales when adequate supplies become available.
The strong automotive growth in India is likely to continue. It is expected that aprofitable business will be built overtime with high quality Cabot products.
Considering the accumulated losses of the earlier years of the Company, no dividend isrecommended for the financial year ended on March 31, 2012.
As on date, Cabot Corporation, USA through its subsidiary companies owns 97.80% of thepaid up capital of the Company.
During the period under review, Mr. Arun Khanna has resigned from the Directorship ofthe Company w.e.f. June 26, 2012. The Board appreciates the services rendered bythe Director during the tenure of office as a Director of the Company.
During the year Mr. Aled Rees was appointed as an additional director w.e.f. September6, 2011. He holds office up to the date of forth coming Annual General Meeting. TheCompany has received a notice from a member under Section 257 of the Companies Act, 1956along with requisite amount of Rs. 500/- proposing the candidature Mr. Aled Rees asdirector of the Company liable to retire by rotation. Mr. Aled Rees is eligible forappointment.
During the year Mr. Nirmalya Maity was appointed as an additional director w.e.f. July18, 2012. He holds office up to the date of forth coming Annual General Meeting. TheCompany has received a notice from a member under Section 257 of the Companies Act, 1956along with requisite amount of Rs. 500/- proposing the candidature Mr. Nirmalya Maity asdirector of the Company liable to retire by rotation. Mr. Nirmalya Maity is eligible forappointment
In accordance with the Articles of Association of the Company and in view of theprovisions of Section 255 of the Companies Act, 1956, Mr. C. R. Dua, Director of theCompany, will retire by rotation at the ensuing Annual General Meeting and being eligibleseeks re-appointment.
The Audit Committee assists the Board in its responsibility for overseeing the qualityof the accounting, auditing and reporting practices of the Company and its complianceswith the legal and regulatory requirements. In particular it performs the followingfunctions:
Overseeing of the Company's financial reporting process and disclosure offinancial information and financial risk management policies.
Review of financial statements ensuring compliance with regulatory guidelinesbefore submission to the Board of Directors.
Review of adequacy of internal control systems and discussions of significantinternal audit findings including internal control and weakness, if any.
Recommend appointment, removal of statutory auditors and payment of fees to them andappointment of CFO/ whole-time Finance Director.
Review areas of operation of internal audit team and their performance.
Review the statement of significant related party transactions.
Present composition of the committee:
|Sr. No. ||Name of the member ||Position |
|1. ||Mr. C. R. Dua ||Member |
|2. ||Mr. Aled Rees ||Member |
|3. ||Mr. Nirmalya Maity ||Member |
Mr. Arun Khanna, who was the member of the Audit Committee, has resigned fromthe Directorship of the Company w.e.f. June 26, 2012.
In compliance of Section 217(2AA) of the Companies Act, 1956, as amended by theCompanies (Amendment) Act, 2000, the Directors of the Company confirm that:
the applicable accounting standards have been followed in the preparation offinal accounts and that there are no material departures;
such accounting policies have been selected and applied consistently and suchjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31, 2012 and the Profit of the Companyfor the year ended on that date;
proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act, for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
the accounts have been prepared on a going concern basis.
The Company has not accepted/renewed Fixed Deposits during the year under review.
SAFETY HEALTH AND ENVIRONMENT
Cabot accords top priority to Safety, Health and Environmental issues. The Cabot SafetyHealth and Environmental Standards are applicable across Cabot facilities worldwide andits S H & E program covers all employees and contractors working at every site. Inkeeping with the excellent record established with the local Regulatory authorities, CabotS H & E standards were diligently followed during the present de-commissioningactivities at the Thane Plant.
M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai, retire at the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment. They havesubmitted a certificate of their eligibility for re-appointment under Section 224 (1-B) ofthe Companies Act, 1956 and they are not disqualified under amended Section 226(3) (e) ofthe said Act.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO;
Information under Section 217 (1) (e) of the Companies Act 1956, read with theCompanies (Disclosure of particulars in the Report of the Board of Directors) Rule, 1988for the period ended March 31, 2012.
(A) Conservation of Energy:
The Company is taking various initiatives to reduce the consumption of energy, such asuse of energy saving equipments etc. Company is constantly engaged in interaction withexternal agencies/partners for exposure to latest products/designs, techniques, processesetc.
(B) Research & Development:
Your Company has undertaken certain measures to undertake the research and developmentactivities that are essential to nature of business of the Company.
(C) Technology Absorption:
Your Company has embarked on steps under a predefined strategy for technologicalabsorption for the development of business of Company.
(D) Foreign Exchange Earnings & Outgo:
|Particulars ||For the year ended on 31st March, 2012 (Amount in Rs.) ||For the period of Eighteen months ended on 31st March, 2011 |
| || ||(Amount in Rs.) |
|Earnings in Foreign Currency ||3,16,25,324 ||2,51,849 |
|Expenditure in Foreign Currency ||25,06,851 ||2,90,20,931 |
HUMAN RESOURCE AND PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with Companies(Particulars of Employees) Rules, 1975 for the period from April 1, 2011 to March 31,2012.
EMPLOYEES DRAWING REMUNERATION IN EXCESS OF RS. 60,00,000/- RA.
|Name ||Age (Yrs.) ||Designation ||Remuneration Received in Rs. ||Qualification ||Date of Commencement of Employment ||Last Employment ||Total Experience (Yrs.) |
|Alok Gupta* ||54 ||Managing Director ||82,11,168** ||B.Tech. (Mech.) ||16.10.1992 ||Manufacturing Manager Hindustan Lever Ltd. ||30 |
* Mr. Alok Gupta resigned w.e.f. June 17, 2011.
** Remuneration includes Salaries & Allowances, Contribution to Provident and otherfunds including full & final settlement.
Your Directors would like to express their appreciation for the assistance andco-operation received from the shareholders, customers, dealers, suppliers, banks,financial institutions, Government authorities, Export Promotion council, other semiGovernment authorities and business associates at all levels during the year under review.The Directors also wish to place on record their deep appreciation for the committedservices of the staff and executives of the Company.
| ||For and on behalf of the Board || |
|Place : Mumbai ||C. R. Dua ||Director |
|Date : August 7, 2012 ||Aled Rees ||Director |