Bombay Paints Ltd merged Directors Report

BOMHAY PAINTS LIMITED ANNUAL REPORT 2007-2008 DIRECTORS REPORT TO THE SHAREHOLDERS Your Directors have great pleasure in presenting the 60th Annual Report together with the Audited accounts for the year ended March 31, 2008. FINANCIAL RESULTS: Year ended Year ended 31.03.2008 31.03.2007 Rs. Rs. Gross Sales 46,86,68,074 35,55,32,158 Operating Profit before depreciation and Tax 4,32,10,916 1,52,14,693 Add: Extra ordinary item (Interest waiver) 2,12,25,036 - Total Profit 6,44,35,952 1,52,14,693 Less: Depreciation 14,78,453 15,74,005 Less: Tax 5,22,041 4,30,000 Net Profit 6,24,35,458 1,32,10,688 Add: Balance brought forward from previous year (13,72,50,217) (15,04,60,905) Add: Impact of revised AS-15 as on 01-04-2007 7,14,776 - Profit/(Loss) carried forward (7,40,99,983) (13,72,50,217) OPERATIONS: The year under review witnessed a growth of 31.82% in Sales and 211.95% in Net Profit which stood at Rs. 412.10 Lacs (excluding interest waiver) as against Rs.132.11 lacs in the previous year. Your Companys focus on product mix to cater to industrial, marine and OEM segments has helped in maintaining the average-contribution at higher levels and considering the expanding potential of both agricultural and automotive sectors, the coming years would witness substantial growth in terms of sales. Prices of crude oil and commodities have been rising alarmingly which poses a cause of concern until some level of stability is reached. BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR): As reported in the last Report of the Directors to the Shareholders, the Company continues to be sick under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985. The long pending matter of One Time Settlement with Central Bank of India was finally settled during the year resulting in a waiver of excess interest of Rs 212 Lacs, The Company is now preparing a fresh restructuring programme taking into account the current position, and subject to the approval of BIFR, hopes to return to a healthy stature, before the end of March 2009. Your Directors wish to place on record their special Thanks for the unstinted support given by Grauer & Well (India) Limited, in enabling the Company to repay its dues to Central Bank of India and set it on the path of progress. DIVIDEND: Due to carry forward Losses, your Board has decided not to recommend any dividend for the year ended March 31, 2008. RESEARCH & DEVELOPMENT: The Research & Development Division has continued its efforts to develop new products, productivity improvement and cost reduction with focus on development of exports. The Company has obtained renewal of recognition of In-house R&D Unit from the Government of India, Ministry of Science & Technology, for the period 1st April 2007 to 31st March 2010. FIXED DEPOSITS: The Company has not invited or accepted Fixed Deposits during the Financial Year 2007-2008. BOARD OF DIRECTORS: During the year Shri. Ramgopal Dujodwala, your Director, passed away. Late Shri. Ramgopal Dujodwala had stewarded the Company for over a decade. The Board will miss his guidance greatly. Shri Vinod Haritwal has resigned from the Board w.e.f. 31-03-2008. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of your Company. As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Umeshkumar More (Chairman) and Mr. Harnish D. Juthani (Director) retire by rotation and being eligible, offer themselves for re-appointment and the Board recommends that they be re-appointed. The Board For Industrial and Financial Reconstruction [BIFR] has appointed Mr. Ajai Bhambi as a Special Director w.e.f. December 8, 2005 and he continues as a Director on the Board. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that: 1. In the preparation of the annual accounts, the applicable accounting standards have been followed. 2. Appropriate policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2008. 3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. The annual accounts have been prepared on a going concern basis. AUDITORS: M/s. M.M. Nissim And Co., Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1B) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2009 as set out in the Notice convening the Meeting. AUDITORS OBSERVATIONS: The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule 13 which are self explanatory and, therefore, do not call for any further comments. SECRETARIAL COMPLIANCE CERTIFICATE: Secretarial Compliance Certificate issued by Mr. Chintan K. Gandhi, a practising Company Secretary is enclosed and forms part of the Directors Report. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information pursuant to section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A to this report. PARTICULARS OF EMPLOYEES: None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended. SAFETY ENVIRONMENTAL CONTROL AND PROTECTION: The Company has taken all the necessary steps for safety and environmental control and protection at its plant. Both the certifications, ISO 9001-2000 as well as ISO 14001-2004 awarded to your Company are valid. INSURANCE: All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured. ACKNOWLEDGMENT: Your Directors also wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers, distributors and all the employees for the support, they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them. Registered Office: For & on behalf of the Board B.D. Patil Marg, Govanpada, Chembur, Mumbai - 400 074. UMESHKUMAR N. MORE Date : June 30, 2008. CHAIRMAN ANNEXURE A TO THE DIRECTORS REPORT: Particulars with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: A. CONSERVATION OF ENERGY: Continued efforts in optimizing consumption of energy on suggestions from consultants is resulting in savings in energy costs which is reflected in the accounts for the year. B. PARTICULARS OF TECHNOLOGY ABSORPTION: i. Specific areas in which R & D is : Enhanced efforts in developing carried out by the Company Resins with revised formulations in order to cut down costs while retaining the basic parameters. ii. Benefits as a result : Cost of finished paints is under Control. Improvement in performance of coating for various end uses especially in the automotive sector. iii. Future plan of action. : To intensify efforts in line with the previous years for making products more competitive. iv. Expenditure on R & D : Rs.33.17 lacs Technology absorption, Adaptation : No new technology has been and innovation imported and no new collaboration has been taken for the last five years. However, as detailed above, some of the new technologies have been developed in-house. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars of foreign exchange earned and used are as under: Foreign Exchange earned : NIL Foreign Exchange used : Rs. 58.29 lacs Registered Office: For & on behalf of the Board B.D. Patil Marg, Gavanpada, Chembur, Mumbai - 400 074 UMESHKUMAR N. MORE Date : June 30, 2008 CHAIRMAN SECRETARIAL COMPLIANCE CERTIFICATE: Company No. : 11-6834. Authorised Share Capital : Rs.8,00,00,000/- Paid up Share Capital : Rs.1,50,00,000/- To, The Members, M/s. BOMBAY PAINTS LIMITED B.D. Patil Marg, Gavanpada, Chembur, Mumbai - 400 074. Sir, I have examined the registers, records, books and papers of M/s. BOMBAY PAINTS LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended on 31 0 March, 2008. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company and its officers, I certify that in respect of the aforesaid financial year; 1. The Company has kept and maintained all registers as stated in Annexure - A to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as required with the Registrar of Companies or other authorities as prescribed under the Act and the rules made there under wherever applicable as per Annexure - B. 3. The Company being a Public Limited Company, Comments are not required. 4. The Board of Directors duly met 5 [FIVE] times during the aforesaid Financial Year i.e. on 24-04-2007, 30-06-2007, 31-07-2007, 31-10-2007 and 30-01-2008 and in respect of each meeting proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company closed its Register of Members during the financial year. 6. The Annual General Meeting of the Company for the financial year ended 31st March 2007 was held in time, i.e. on 16th August, 2007 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the financial year. 8. The Company has not given or advanced any amount as defined in Section 295 of the Companies Act 1956. 9. The Company has not entered into contracts falling within the purview of Section 297 of the Act. 10. The Company has made necessary entries in the register maintained under Section 301 of the Companies Act, 1956. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approval from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate Share Certificates during the financial year and necessary compliance of the Act were made. 13. The Company has: i. delivered all the certificates on Allotment/Transfer of Shares in accordance with the provisions of the Companies Act, 1956. ii. duly complied with the requirements of Section 217 of the Act. iii. other clauses are not applicable. 14. The Board of Directors of the Company is duly constituted. 15. The Company has not appointed Managing Director / Wholetime Director during the Financial Year under review and necessary compliances of the Act were made. 16. The Company has not appointed any Sole Selling Agents during the year. 17. The Company was not required to obtain any approvals of the Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year. 18. The Directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any Equity Shares during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has not issued any preference shares/debentures and hence the question of redemption of preference shares/debentures does not arise during the financial year under review. 22. There were no transactions necessitating the Company to keep in abeyance the rights of dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The Company has complied with the provisions of Section 293 (1) (d) of the Act. 25. During the year, the Company has issued a Corporate Guarantee to The Saraswat Co-Op. Bank Ltd. which is in excess of the limits prescribed u/s 372A of the Companies Act, 1956. However under the provision to section 372A(1), the Board of Directors have approved the Guarantee and the same is also being put up for the members approval in the ensuing Annual General Meeting. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Object of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to the Name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to the Share Capital of the Company during the year under scrutiny, 30. The Company has not altered its Articles of Association during the year under scrutiny. 31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. The Company has been regular in payment of Provident Fund Dues with appropriate authorities. Place : Mumbai CHINTAN K. GANDHI Date : 30th June, 2008 Company Secretary ACS: 21369 ; COP: 7894. ANNEXURE -A DETAILS OF REGISTERS MAINTAINED: Section Number Name of Register 1. 108 Share Transfer Register 2. 150 Register of Members 3. 193 Minutes of all meetings of Board of Directors 4. 193 (1) Minutes of General Meetings 5. 301 Register of Contracts 6. 303 Register of Directors 7. 125 Register of Charge 8. Attendance Register of Board Meeting and General Meeting ANNEXURE - B: DETAILS OF FORMS FILED WITH THE REGISTRAR OF COMPANIES: Form No. / Filed Date of A B Return u/s filing 1. Annual Return 159 11-09-2007 Yes - made upto 16-08-2007 (Date of A.G.M.) 2. Annual Account for 220 11-09-2007 Yes - the year ended 31-03-2007 3. Compliance 383(A) 11-09-2007 Yes - Certificate for the year ended 31-03-2007 4. Form No. 23 Dated 16-08-2007 192 08-09-2007 Yes - 5. Form DIN 3 27-02-2008 Yes - 6. Form No. 32 03-03-2008 No Yes A = Whether filed within the prescribed Time (Yes / No) B = If delay in filing, whether requisite addl. Fees paid (Yes /No) Place : Mumbai CHINTAN K. GANDHI Date : 30th June, 2008 Company Secretary ACS: 21369 ; COP: 7894.