unifrax india ltd Directors report

UNIFRAX INDIA LIMITED ANNUAL REPORT 2011 DIRECTORS REPORT The Shareholders, Unifrax India Limited, Your Directors present to you the Twenty-ninth Annual Report together with the Audited Accounts of the Company for the year ended December 31, 2011. FINANCIAL PERFORMANCE: (Rs. Million) 2011 2010 Net Sales & Other Income 689.65 574.97 Profit before depreciation & Tax 229.66 205.08 Depreciation 8.40 5.99 Profit before tax 221.26 199.09 Provision for Income tax 67.00 62.25 Deferred Tax 1.31 0.72 Profit after tax 152.95 136.12 Operations and Future Prospects: In 2011 your company completed expansion of Lakhtar SEF line. Lakhtar production capacity was increased by 33%. Process modification carried out during expansion helped us to further improve our product quality. During the year, inspite of the slowdown in economy, sales were up by 19%. Profit before tax increase by 11%. Lower profit increase was due to steep rise in raw material cost which could not get fully off-set by increase in product selling price. In 2012 we expect raw material price to remain at fourth quarter of 2011 level with possibility of moderate price increase. The power tariff has already increased due to upward trend in oil prices. Inspite of not so favourable factors, Company is expected to perform better in 2012 due to the capacity expansion and operational efficiency. Dividend The Board of Directors have thought it prudent not to recommend a dividend for the year ended December 31, 2011 and to use funds for capacity expansion. Subsidiary Company The Subsidiary Company viz., Chaney Refractories Pvt. Ltd. has shown significant improvement during the year. The statement required under Section 212 of the Companies Act, 1956 in respect of the subsidiary company is annexed and forms part of the report. A copy of the Directors Report, Auditors report, Balance sheet as at 31st December, 2011 and Profit and Loss Account for the year ended on that date of the Subsidiary Company are attached. Chaney Refractories Pvt. Ltd., 100% subsidiary of the company, has filed a petition with Honble High Court, Mumbai for amalgamation with Unifrax India Limited. Directors Pursuant to the provisions of Section 256 of the companies Act, 1956 and Article 97 of the Articles -of Association of the Company, Mr. Darius Shroff and Mr. Kevin OGorman retires by rotation and offer themselves for re-appointment. Auditors M/s. S.V. Ghatalia and Company, Chartered Accountants, offer themselves for re-appointment for the Calendar year 2012.The Board recommends their re- appointment. Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors pursuant to Section 217(2AA) of the Companies Act, 1956 state: (1) That in the preparation of the Annual Accounts, the applicable and relevant accounting standards have been followed consistently. (2) That your Directors have followed approved accounting policies and applied them consistently, and made judgement 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. (3) That your 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 and detecting fraud and other irregularities. (4) That your Directors have prepared the annual accounts for the year ended December 31, 2011 on a going concern basis. Particulars of Employees There were no employees whose particulars are required to be give under Section 217(2A) of the companies Act, 1956. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo As required under Section 217(1)(e) of the Companies Act, 1956 read with (Disclosure of particulars in the report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed and form part of this report. Compliance Certificate As required under the provisions of Section 383A(1) of the Companies Act, 1956, a Secretarial Compliance Certificate from Mr. H. R. Thakur, a Practicing Company Secretary, is attached with this report. Acknowledgement Your Directors appreciate and acknowledge excellent co-operation extended by the Shareholders, Dealers, Suppliers, Customers, Bankers, Collaborators, various Government Authorities and the valuable contribution made by the Employees of the Company during the year. On behalf of the Board of Directors, VIJAY WADHWANI AVINASH CHITRE Executive Vice Chairman Managing Director Mumbai, Dated: March 22, 2012 ANNEXURE A TO THE DIRECTORS REPORT 2011 Disclosure of particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. A. CONSERVATION OF ENERGY Total Energy Consumption and Energy per Unit of Production Year 2011 Year 2010 (a) Power and Fuel Consumption Electricity Purchased Units (in Million) 11.86 10.68 Total Amount Rs. (in Million) 71.04 61.52 Rate/Unit (Rs.) 5.99 5.75 (b) Consumption Per unit of production: Electricity KWH/T 2289 2208 B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION: We have developed new products and carried out plant improvements over the year. We have one of the lowest specific energy consumption in the industry. C. FOREIGN EXCHANGE EARNINGS AND OUTGO Total earnings in foreign exchange during 2011 were 114.82 million and total outflow was Rs. 91.56 million. Details are given in Schedule 12. COMPLIANCE CERTIFICATE (In terms of Section 383A(1) of the Companies Act, 1956) CIN No of the Company : U26993MH1983PLC205758 Nominal Capital : Rs.2.5 Crores H.R. THAKUR Company Secretary 305/306 Happiness Citi of Joy J.S. Dossa Marg Mulund Mumbai - 400 080 The Members, Unifrax India Limited 503, Kailash Tower, S.T.C. Colony, Andheri (East), Mumbai - 400 069. I have examined the registers, records, books and papers of M/s. Unifrax India Limited (the Company) as required to be maintained under the Companies Act, 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the Financial Year ended December 31, 2011 (Financial year). 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, its officers and agents, 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 thereunder and ail entries therein have been duly recorded. 2. As stated in Annexure B to this certificate, the Company has filed all forms and returns with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities (wherever applicable) within the time prescribed under the Act and the rules made thereunder. 3. The Company being a Public Limited Company, comments on number of shareholders is not required. 4. The Board of Directors duly met 4 (four) times respectively on 17.03.2011, 24.06.2011, 15.09.2011 and 23.12.2011 in respect of which proper notices were given and the proceedings were properly recorded and signed. 5. The Company has not closed its Register of Members. 6. The Annual General Meeting for the Financial Year ended on December 31, 2010 was held on April 28, 2011 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the year. 8. The Company has not advanced any loan to its Directors and/or to persons or firms or Companies referred to in the Section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act. 10. The Company was not required to make any entry in the Register maintained under Section 301 of the Act. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or the Central Government. 12. The Company has not issued any duplicate Share certificates during the Financial Year. 13. The Company: i) has delivered all the certificates on lodgement of securities for transfer, transmission in accordance with provisions of the Act. ii) was not required to deposit amount in a separate bank account as no Dividend was declared for the year ended December 31, 2010. iii) was not required to transfer any amount to unpaid dividend account as no Dividend was declared for the year ended December 31, 2010. iv) was required to transfer the amounts in unpaid dividend account 2003 which has remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund. The Company has duly transferred the unpaid dividend amount to Investor Education and Protection Fund within required time. v) has duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There was no appointment of Additional Director during the year. 15. The Company has not appointed Managing Director during the financial year. 16. The Company has not appointed any Sole-Selling Agents during the Financial Year. 17. Chaney Refractories Pvt. Ltd. 100% subsidiary, has initiated process for merger with the Company by filing the petition and Scheme of amalgamation with the Honble High Court Mumbai. The petition is in the process of admission. Apart from the above the Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities 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 thereunder. 19. The Company has not issued any Shares, Debentures or other Securities during the Financial Year. 20. The Company has not bought-back any Equity shares during the Financial Year. 21. There was no redemption of Preference Shares or Debentures during the Financial Year. 22. There were no transactions necessitating the Company to keep in abeyance rights to dividend, right shares and bonus shares pending registration of transfer of shares. 23. The Company has not accepted any Deposit from public under section 58A read with Companies (Acceptance of Deposit) Rules, 1975. 24. The Company has not borrowed any amount from Directors, Members, Public, Financial Institutions, Banks and others during the Financial Year ended December 31, 2011. 25. The Company has not made any loans or investments, or given guarantees or provided securities to other body corporate. 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 Financial Year. 27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the Financial Year. 28. The Company has not altered the provisions of the Memorandum with respect to Name of the Company during the Financial Year. 29. The Company has not altered the provisions of the Memorandum with respect to Share capital of the Company during the Financial Year. 30. The Company has not altered its Articles of Association 31. There were no prosecutions initiated against or show cause notices received by the Company and no fines or penalties or any other 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 regularly deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act. Place: Mumbai H. R. THAKUR Date : March 20, 2012 F.C.S.2090 C.P. NO. 3193 SECRETARIAL COMPLIANCE CERTIFICATE In terms of Section 383A (1) of the Companies Act, 1956 ANNEXURE A Registers as maintained by the Company: 1. Register of Charges/Copies of instruments creating charges u/s. 143 and 136. 2. Register of Members and Index of Members u/s. 150 and 1 51. 3. Register of Transfers u/s. 154. 4. Register and Returns u/s. 163. 5. Books of Accounts u/s. 209. 6. Register of particulars of Contracts in which Directors arc interested u/s. 301. 7. Register of Directors, Managing Director, Manager, Secretary u/s. 303. 8 Register of Directors shareholdings u/s. 307. 9. Register of Investments u/s 372A. 10. Register of Directors Attendance. 11. Register of Securities bought back u/s. 77A, 12. Minutes books of Board and General Meetings. ANNEXURE B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on December 31, 2011: Sr. Form No./ Filed For Date of A B No. Return Under Filling Section 1. Form No.18 146 Shifting of the 14/04/2011 Yes - Registered office 2. Form No. 66 383 (A) Compliance 25/05/2011 Yes - Certificate for the Year ended 31/12/2010 3. Form No. 23A & 220 Balance Sheet & 27/05/2011 Yes - ACA Profit and Loss A/c for the year ended 31/12/2010. 4. Form 20B 159 Annual Return as 30/05/2011 Yes - on 28/04/2011 5. Form No.1 205C Transfer of Unpaid 28/12/2011 Yes - Dividend to Investor Education & Protection Fund A = Whether filled within prescribed time (Yes/No) B = If delay in Filing whether requisite additional Fee paid (Yes/No) Place: Mumbai H.R. THAKUR Date : March 20, 2012 F.C.S. 2090 CP. No. 3193