REPORT OF THE BOARD OF DIRECTORS
Your directors are pleased to place before you the 77th Annual Report of the Company
with the audited accounts for the year ended 31st March 2014.
CORPORATE RESULTS
|
|
(Rs. in lacs) |
| PARTICULARS |
2013-14 |
2012-13 |
| Sales |
13,582.18 |
13,544.54 |
| Operational Other income |
86.31 |
32.95 |
| Total |
13,668.49 |
13,577.49 |
| Operational Profit |
256.88 |
277.94 |
| Less: Interest & Finance Charges |
640.49 |
603.77 |
| Depreciation |
212.23 |
159.79 |
| Profit before Tax |
(595.84) |
(485.62) |
OPERATIONS OF THE COMPANY
The year under review was again a very challenging year arising out of slower economic
growth, excess supply of commercial and residential spaces, and deferment of major
investment decisions in view of the impending Lok Sabha elections culminating in huge
negative sentiments in the market. Despite all requisite infrastructures being in place,
your Company could not achieve the desired turnover due to sluggish market conditions and
prudent Credit Policy. The turnover of the Company remained more or less the same as
compared to the previous year but the profitability of the company has gone down due to
higher interest cost and depreciation resulting from Capex undertaken by the Company to
meet market challenges and improve its margin. Needless to mention, your Company could not
sweat out its factories due to poor demand.
The recently installed NDA Government has initiated steps to revive the economy. Your
Company is looking forward to Achche Din in coming months with markets and sentiments
decidedly positive, though liquidity continues to be a big concern.
STP continues to endeavour to establish itself as a research-led, specification driven
and solution provider company. This has started showing results. The Specification-Team
was successful in getting the Companys products specified in big ticket projects which
will enhance the marketing capability of the Company.
Avishkar, the R&D arm of the Company, has helped to improve margin by introducing
several products in the market like SuperThermoLay SA, SuperThermoLay AR, SuperThermoLay
BD, ShaliUrethane LHM, ShaliUrethane LM, ShaliCryl LM, ShaliKote LM, ShaliFloor SLUL1C,
ShaliSeal RSTC, ShaliPlast LWand ShaliPlast LW +.
DIVIDEND
Your Directors do not recommend any dividend for the year under review.
FUTURE OUTLOOK
STP has taken all the measures to leap forward as a research-led, specification driven,
solution giver, innovative Company. The Company is well poised for its forward movement
with new production facilities in place, frequent interactive sessions with architects,
specifiers and key customers, and well equipped marketing team.
PUBLIC DEPOSITS
Your Company has not accepted any fixed deposits under Section 58A of the Companies
Act, 1956 during the financial year ending on 31 st March 2014 and there are no overdue
deposits.
DIRECTORS
Mr. K.K. Biyani retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for reappointment.
Mr. T K Roy director of the company expired on 2nd April 2014. Board placed on record
its appreciation for the valuable contribution and guidance received from him during the
course of his association with the company.
INDEPENDENT DIRECTOR
The Board of Director in its meeting held on 04.07.2014, appointed Mr. Lalit Puri and
Mr. Ranjit Chowdhry as Independent Directors of the Company subject to approval of
shareholders of the Company in the ensuing Annual General Meeting. The Board considered
the independence of each of the above mentioned Directors in terms of Section 149 and
Schedule IV to the Companies Act, 2013 and was of the view that the proposed directors
fulfill the criteria of independence as mentioned in the above provisions and can be
appointed as Independent Directors. The aforesaid directors possess requisite
qualifications, appropriate skills, experience and knowledge in one or more fields of
finance, law management, marketing, administration, technical operations and other
disciplines related to Companys business. Keeping in view, the educational / professional
qualifications, working experience, expertise in line with Companys business, positive
attributes, already being on the Board of the Company and benefits that the Company will
derive with their appointment, the Board has recommended their appointment as Independent
Directors of the Company to hold office for a term of five consecutive years commencing
from the date of appointment by the shareholders as aforesaid.
AUDIT COMMITTEE
Pursuant to Section 292Aof the Companies Act, 1956, Audit Committee comprises of Mr.
Lalit Puri, Mr. K. P. Shrivastav, Mr. K. K. Biyani & Mr. Ranjit Chowdhry. The
Committee has such powers and authority as provided under the aforesaid provisions and act
in accordance with the terms of reference as specified by Board of Directors from time to
time.
AUDITORS
Mis. Lodha and Co., Chartered Accountants (Firm Registration Number-301051E), the
present Statutory Auditors of the Company retire at the conclusion of the forthcoming
Annual General Meeting of the Company and being eligible offer themselves for
re-appointment as statutory auditors of the company to hold office from the conclusion of
this AGM until the conclusion of next AGM and subject to further approval of shareholders
in the forthcoming AGM and the terms of appointment of such auditor can be extended till
the conclusion of 80th AGM of the company.
AUDITORS REPORT
The comments in the Auditors Report are self-explanatory and no further clarifications
are required. INCREASE IN AUTHORISED CAPITAL
In order to facilitate the issue of Right Shares, the authorised share capital of the
Company is increased on May 6, 2013 from Rs. 15 Crores to Rs. 20 Crores by creation of
50,00,000 new equity shares of Rs. 10/- each rank pari passu with the existing shares.
RIGHT ISSUE
The Company raised further share capital on right basis to the existing shareholders of
the company in proportion of 1 equity shares for every 5 equity shares held by them, on
the record date i.e. 16th May, 2013. Consequently, the Board, in its Meeting of Committee
of Directors held on 18th July, 2013, issued and allotted 27,87,960 Equity Shares of Rs.
10/-each of the company at a premium of Rs.15/- per share to the existing shareholders on
Right basis and paid up share capital increased to Rs. 17,35,06,160/-.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The details of conservation of energy, technology absorption and foreign exchange
earning and outgo pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988
is annexed herewith and forms part of this report.
PARTICULARS OF EMPLOYEES
During the year, no employee of the Company was in receipt of remuneration exceeding
the sum prescribed under Section 217 (2A) of the Companies Act, 1956. Hence, furnishing of
particulars under the Companies (Particulars of employees) Rules, 1975 does not arise.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the
representations received from the operating management, confirm that: -
I. in the preparation of the annual accounts for the Financial Year ended 31st
March 2014, the applicable accounting standards had been followed along with the proper
explanation relating to material departures;
II. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 loss of the Company for the year ended under review;
III. the Directors have 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 & detecting fraud and other
irregularities; and
IV. the Directors had prepared the annual accounts of the Company for the financial
year under review on a going Concern basis.
V. ACKNOWLEDGEMENT:
Your Directors thank all its shareholders, valued Customers and other stake holders for
their support during the year and look forward to their continued support in the years to
come.
Your Company has also gained considerably from the sincere, committed and
self-motivated Team STP The Board of Directors wishes to place on record its appreciation
of efforts of Team STP in enhancing the image of your company in the global market.
The Board of Directors specifically expresses its gratitude for the cooperation
extended by the Working Capital Consortium Bankers i.e. State Bank of Hyderabad,
Corporation Bank& ING Vysya Bank for their support.
|
On behalf of the Board |
| Place: New Delhi |
K P Shrivastav |
Amit Judge |
| Date: 03.09.2014 |
Executive Director |
Chairman |
Annexure to the Directors Report:
Information as per the provision of Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of the Board of Directors),
Rules, 1988.
A. Conservation of Energy:
• Provided heaters for pre heating furnace oil to get 100 % combustion to save
fuel cost.
• Electricity load increased from 100 KVAto 225 KVA, to reduce EB cost and
increase production capacity.
• Installation of New Generator of 250 KVA, to resolve power problem.
• Bitumen line insulated to retain heat.
• Increase in the length of Shaliplus membranes from 10 mtrs to 20 mtrs to save on
energy.
• Thermic oil is charged in the Boiler to get effective heat transshipment in
process lines and in tanks, thereby, reducing fuel consumption.
• Installation of Buffer tank in water line with level indicator to reduce water
consumption and operating cost thereof.
• 25 MTout pot vessel has reduced fuel cost per ton of enamel production.
• To improve efficiency and reduction in fuel consumption for heating, Diesel is
used in place of DHO to fire the furnaces.
• Process modification using DHT in place of pitch solution to reduce fuel
consumption.
Total Energy Consumption And Energy Consumption Per Unit Of Production As Per Form A
is attached separately.
B. Technology absorption: Research and Development:
Specific Area in which R&D carried out by the Company
• Water based PU coating for waterproofing liquid membrane.
• Food Grade epoxy coating
• Coal Tar PU sealant for airfield application
• High early strength grout with excellent flow
• Polymer modified bituminous underbody coating
• High temperature resistant chimney paint
• Development of anti-fouling Paint
• Development of polysulfide and polyurethane sealants
• Epoxy base segmental adhesive
• Water based acrylic Liquid Membrane for waterproofing.
• Development of high build coating ShaliPoxy HB, used in potable water pipes,
tanks etc.
• Development of Segmental Bond Adhesive ShaliBond S, used in joint precasted
segments of bridges.
Benefits derived as a result of the above R&D efforts:
• Green Product for roof water proofing
• Enhancing product range
• Customer specific and customer-friendly products
• Low VOC product saving environment pollution
• Import Substitution.
Future Plan of action
• Multi component PU coating for pipe
• Liquid membrane for roof water proofing
• PU based top coat for floors
• Water base liquid membrane system with high elasticity is in focus.
• Minus 20 degree C flexibility membranes
• Self Leveling Underlay
• Top Coat Road Slurry For Enhancing Road Life by Preventing Water Ingress
• Food grade epoxy with "0" VOC is also a key area of research.
Expenditure on R & D
|
(Rs. in lacs) |
| Particulars |
Total |
| Capital |
1.85 |
| Recurring |
75.61 |
| Total |
77.46 |
Technology, absorption, adoption and innovation
No technology is imported. Product tie-ups for water proofing area are being
considered. Technology tie-ups for PU system is being considered with local experts.
C Foreign Currency Earning & Outflow
As regards the information in respect of foreign exchange earnings and outgo, the same
has been given in the Notes forming part of the accounts for the year ended 31st March
2014.
Environment
Pollution control measures:
• Powder suction conveyor installed to avoid spillage of powder in the plant to
reduce air pollution.
• Our plants are not emitting any trade effluents during any stage of production.
• Solar evaporation pan has been provided for the condenser unit to arrest the
leakages of oil traces in to the surface soil.
• Planted trees and plants to protect the environment- as our little contribution
to the nature.
• Shaliplus membrane scrap recycling system started to avoid soil pollution
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