Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report on
your business and operation together with the Audited Accounts for the
year ended March 31,2015.
FINANCIAL RESULTS
The Company's financial performance for the year ended March 31,2015 is
summarized below:
PARTICULARS 2014-15* 2013-14
Rs. in Lakhs Rs. in Lakhs
Operational Income 16221.76 1677.44
Other Income 45.77 (1 76)
EBIDAT 709.29 57.71
Interest and Financial Charges 359.38 41.39
Depreciation & Amortization 98.18 0.88
Profit Before Taxation 251.73 15.44
Exceptional Item  (0.30)
Provision for Taxes Including Deferred Tax 102.54 4.89
Net Profit for the Year 149.19 10.25
*The Financial Statements of the Company for the year ended March 31,
2015 includes Assets, Liabilities and Results of Operations of four
demerged undertakings and therefore the current year financials are
strictly not comparable with the previous year financials.
SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN POCL ENTERPRISES LIMITED AND
PONDY OXIDES AND CHEMICALS LIMITED
The Scheme of Arrangement (Demerger) ("the Scheme") between M/s. Pondy
Oxides and Chemicals Limited ("Demerged Company") and M/s. POCL
Enterprises Limited ("Resulting Company") which inter alia, envisaged
for the Demerger of Metallic Oxides Division, Plastic Additives
Division, Zinc Refining Division and Lead Alloying & Refining Divisions
of M/s. Pondy Oxides and Chemicals Limited into the Company was
approved by the Board of Directors in their meeting held on March 20,
2014.
The Scheme received the sanction of the Hon'ble High Court of
Judicature at Madras vide its Order dated December 4, 2014 which was
received by the Company on December 19, 2014 and the Scheme came into
effect from December 22, 2014. Subsequent thereto, the transfer of four
demerged undertakings of Demerged Company into the Resulting Company
with effect from the Appointed Date, April 1,2013 has been completed.
The Board of Directors thank the Management team and Associates for the
seamless completion of the Demerger.
SHARE CAPITAL AND ALLOTMENT OF SHARES ON ACCOUNT OF DEMERGER
Prior to the Demerger, POCL Enterprises Limited ("POEL") was a wholly
owned subsidiary of M/s. Pondy Oxides and Chemicals Limited ("POCL").
Pursuant to Scheme of Demerger, the entire 7,81,465 equity shares of Rs.
10/- each held by M/s. Pondy Oxides and Chemicals Limited in the Company
were reduced and cancelled. Consequently the Company also ceases to be a
subsidiary of POCL. A Demerger Reserve has been created to extent of Rs.
78.15 Lakhs on account of such cancellation of shares.
In consideration to the Demerger of four divisions of POCL into the
Company, each member of M/s. Pondy Oxides and Chemicals Limited, whose
name stood recorded in the Register of Members as on January 9, 2015
(Record Date) have been allotted 1 (One) Equity Share of Rs. 10/- each
in the Company for every 2 (Two) Equity Shares of Rs. 10/- each held by
the shareholders in M/s. Pondy Oxides and Chemicals Limited.
Consequently the Share Capital of the Company increased to Rs. 557.60
Lakhs.
RESERVES
On account of Demerger, the following reserves relating to four
Demerged Undertakings have been transferred from M/s. Pondy Oxides and
Chemicals Limited into the Company:
1. Securities Premium Account - Rs. 85.21 Lakhs
2. General Reserve - Rs. 14.08 Lakhs
3. Surplus (Deficit) in Profit & Loss Account - Rs. 505.88 Lakhs
The Company did not transfer any amount to General Reserve during the
year.
LISTING OF EQUITY SHARES ON BSE LIMITED
Financial year 2014-15 is a notable year for the Company. The Company
could successfully complete the Demerger. Post the Demerger, the
Company applied for listing of shares on BSE Limited.
The Company received Listing Approval from BSE on April 22, 2015.
Followed by BSE listing approval, the Company also obtained approval
from SEBI pursuant to Rule 19(2)(b) of SCRR, 1957 on May 20, 2015. The
Directors are pleased to inform the shareholders that the Company
received the trading approval from BSE on June 23, 2015.
The equity shares of the Company are traded on BSE effective from June
25, 2015. The share price of the Company opened at Rs. 38/-
PERFORMANCE REVIEW
Prior to the Demerger, the Company was predominantly engaged in trading
of various metals and chemicals. Post Demerger, the Company had
manufacturing processes included in it. The Company reported an overall
turnover of Rs. 16221.76 Lakhs from Metallic Oxides and Plastic
Additives Segment. The EBIDAT margin stood at 4.36% and the Cash Profit
of the Company stood at 1.52%.
In view of the Demerger, the current year performance is not comparable
with the previous year's performance.
DIVIDEND
Your Directors have recommended a dividend of Re. 1 [i.e. 10%] per
equity share for the financial year 2014-15. The dividend payout is
subject to the approval of the shareholders at the ensuing Annual
General Meeting. The total cash flow on account of dividend including
distribution tax thereon will be Rs. 67.11 Lakhs.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return as on March 31,2015 in Form MGT-9 is
annexed herewith as Annexure I to this Report.
BOARD MEETINGS
During the year, nine meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
During the year under review, the Board of Directors has appointed Mr.
Devakar Bansal as Managing Director, Mr. Sunil Kumar Bansal as Joint
Managing Director and Mr. Y V Raman as Whole Time Director. The tenure
and the terms and conditions of the Directors were identical to their
respective terms and conditions in M/s. Pondy Oxides and Chemicals
Limited.
On expiration of tenure of above Directors, the Board of Directors in
their meeting held on March 30, 2015 has re-appointed them for a
further period of three years with effect from April 1,2015. Since the
profits of the Company are inadequate for payment of remuneration, the
Board recommends the appointment of and remuneration to the above
Directors by passing of a Special Resolution as mentioned in the
Notice.
The Board also appointed Mr. D P Venkataraman and Mr. Harish Kumar
Lohia as Independent Director of the Company with effect from December
24, 2014. Further in compliance with the provisions of the Companies
Act, 2013 and Listing Agreement, the Board of Directors appointed Mrs.
Indra Somani as Independent Director on the Board of the Company with
effect from April 1,2015. The Board recommends for the appointment of
the above Independent Directors.
Dr. Padam C Bansal was appointed as additional director on the Board of
the Company with effect from January 12, 2015. The Board recommends for
the appointment of Dr. Padam C Bansal.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed under the Companies Act, 2013 and Clause 49
of the Listing Agreement.
During the year under review, Mr. Anil Kumar Bansal, Mr. R P Bansal,
Mr. Ashish Bansal, Mr. Anil Kumar Sachdev and Mr. K Kumaravel have
tendered their resignation from the Directorship. The Board places on
record the valuable contribution made by the above Directors during
their tenure as Directors of the Company.
Key Managerial Personnel
Mr. Aashish Kumar K Jain was appointed as Company Secretary and
Compliance Officer with effect from December 24, 2014. The Board of
Directors also appointed Mr. N Ravichandran as Chief Financial Officer
of the Company with effect from April 1,2015.
BOARD COMMITTEES
In compliance to the provisions of Companies Act, 2013 and the Listing
Agreement, the Company has constituted various Committees of the Board.
The details on Composition of the Committee, Attendance of the
Directors at the Committee Meeting and terms of reference of the
Committee has been provided in the Corporate Governance Report.
RECOMMENDATION OF AUDIT COMMITTEE
During the year under review, all the recommendations made by the Audit
Committee were accepted by the Board.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with Clause 49 of the Listing Agreement, the Board has
adopted a policy on familiarisation programme for Independent Directors
of the Company. The policy will enable the Independent Directors to
understand their role, rights and responsibility in the Company. The
Policy on Familiarisation Programme as approved by the Board may be
accessed on the Company's website at the link: http://www.poel.in/
pdf/policyonfamiliarisationprogramme.pdf
AUDITORS
Statutory Auditor
Due to the non-applicability of the provisions of Section 139(2) of the
Companies Act, 2013, the Members of the Company in the previous Annual
General Meeting had appointed M/s. Jeeravla & Co., Chartered
Accountants as the Statutory Auditors of Company for a period of five
years.
Post the Demerger and listing of Company, the provisions of Section
139(2) of the Companies Act, 2013 are attracted and in view of better
Corporate Governance practice, M/s. Jeeravla & Co have expressed their
unwillingness to continue as Statutory Auditor of the Company. They
have further confirmed that they have no representation to make in this
regard.
In place of retiring auditor, M/s. Jitesh & Ajay, Chartered Accountants
have confirmed their willingness to be appointed as the Statutory
Auditor of the Company. The Company has also received confirmation from
them to the effect that their appointment, if made, would be within the
prescribed limits as provided under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for appointment within the
meaning of Section 141 of the said Act. The Company has received
special notice under Section 140 read with Section 115 of the Companies
Act, 2013 recommending the appointment of M/s. Jitesh & Ajay, Chartered
Accountants as the Statutory Auditor of the Company.
Your Directors recommend the appointment of M/s. Jitesh & Ajay,
Chartered Accountants, as the statutory auditors of the Company for the
period of five years and request the members to authorise the Board of
Directors to fix their remuneration.
In respect to the financial statements for the year 2014-15, the
Auditors' Report does not contain any qualification, reservation or
adverse remark.
Cost Auditor
Post the Demerger, the Company is into manufacturing of Inorganic
Chemicals and Base Metals which are required to be audited by a Cost
Accountant. In this regard, the Board of Directors at their Meeting
held on January 12, 2015 had appointed M/s. Vivekanandan Unni &
Associates, Cost Accountants (having Firm Registration No: 00085) as
Cost Auditor of the Company to audit the cost records for the financial
year 2014-15.
The Board had approved remuneration of Rs. 30,000/- (Rupees Thirty
Thousand Only) in addition to service tax and out of pocket expenses.
As per the provisions of Section 148 of the Companies Act, 2013, the
remuneration of the Cost Auditor is required to be ratified by the
shareholders of the Company. The Board recommends for approval of
remuneration of M/s. Vivekanandan Unni & Associates to the Members of
the Company.
Secretarial Audit
Since POEL was an unlisted Company till the closure of the financial
year 2014-15 and also the Company did not exceed the other threshold
parameters which call for the conduct of Secretarial Audit, the Company
has not conducted Secretarial Audit for the financial year 2014-15.
APPOINTMENT OF RELATIVES OF DIRECTORS TO AN OFFICE OR PLACE OF PROFIT
During the year under review, the Board appointed Mr. Harsh Bansal, a
Management Graduate on the rolls of the Company. The remuneration paid
to Mr. Harsh Bansal is within the limits as prescribed under Section
188(1) of the Companies Act, 2013.
PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES U/S 197(12) OF
THE COMPANIES ACT, 2013
Details pertaining to remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 has been provided
as Annexure II to this Report.
PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF
THE COMPANIES ACT, 2013
During the year under review, the Company has not made, given or
provided any loans/investment/ guarantee/security to any person or body
corporate. Investment in the equity shares of Madras Stock Exchange
Limited was transferred to the Company on account of Demerger.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's
length basis. The particulars of transactions entered with related
parties as referred to in Section 188(1) of the Companies Act, 2013 are
provided in AOC-2 which is given in Annexure III to this Report.
The Policy on related party transactions as approved by the Board may
be accessed on the Company's website at the link:
http://www.poel.in/pdf/policyonrelatedpartytransactions.pdf
Your Directors draw attention of the members to Note no. 37 to the
financial statements which sets out related party disclosures.
REMUNERATION POLICY OF THE COMPANY
The Remuneration Policy of the Company comprising of appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Management Personnel of the Company including the criteria for
determining qualifications, positive attributes, independence of
Director and other related matters has been provided as Annexure IV to
this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
(i) Conservation of Energy
Steps taken on conservation of energy:
POEL understands the significance of conservation of energy not only as
a method of cost reduction but also because of its global impact. The
Company has taken the following steps for conserving the energy:
* Auto-shutting down of systems when not in use
* Utilisation of lights and stand alone air conditioners only when
required
* Minimal usage of AC s and lights during weekend
* Use of fans, post office hours to reduce the power consumption
Steps taken for utilising alternate source of energy and Capital
Investment made
The Company at its Plastic Additives Division had been using Generator
and Low Tension Transformer. During the year, the Company has
installed High Tension Transformer and has reduced the use of
Generators. As a result the cost per unit of electricity has been
reduced from Rs. 15/- per unit to Rs. 5/ - per unit. The HT transformer
has been capitalized only on March 31,2015 at Rs. 29 Lakhs. The saving
in the cost will be reflected only during the financial year 2015-16.
(ii) Research & Development and Technology Absorption
During the year under review, the Company continued to improve the
quality of products through its normal research and development system.
The Company has not acquired any imported or indigenous technology. No
expenditure was incurred on Research & Development.
(iii) Foreign Exchange Earnings and Outgo
(a) Foreign Exchange Earnings - Rs. 1853.18 Lakhs
(b) Foreign Exchange Outgo - Rs. 11723.79 Lakhs
CORPORATE GOVERNANCE
Your Company aims at achieving transparency, accountability, equity and
ethics in all facets of its operations without compromising on
compliances with laws and regulations framed by SEBI in this regard.
The Company is committed to maintain the highest standard of Corporate
Governance.
The report on Corporate Governance as stipulated under the Listing
Agreement forms an integral part of this Report. This being the first
Annual Report after listing of your Company, every endeavor is made to
provide all necessary information to the stakeholders. Your Company has
complied with the norms of the listing agreement, wherever possible
despite being unlisted during the financial year. Auditor's Certificate
confirming compliance with the conditions of Corporate Governance is
not attached due to non-applicability of the norms of the listing
agreement.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement, is presented in
a separate section forming part of this Annual Report.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing that all the risks which the organization faces
have been identified and assessed and there is an adequate risk
management infrastructure in place capable of addressing those risks.
The Risk Management Policy as approved by the Board may be accessed on
the Company's website at the link:
http://www.poel.in/pdf/riskmanagementpolicy.pdf
BOARD EVALUATION
As required under the provisions of Section 134(3)(p) of the Companies
Act, 2013, the Board has carried out an formal annual evaluation of its
own performance, and that of its committees and individual directors.
The manner in which such performance evaluation was carried out is as
under:
The performance evaluation framework is in the form of questionnaires.
The questionnaire is set such that it reviews the effectiveness and
efficiency of the Board/Committees/Individual Directors. The
questionnaires are circulated to all the directors to seek their
response on the evaluation. The evaluation framework provides for
performance parameters and possible paths for improvements.
VIGIL MECHANISM
The Company has established a mechanism for Directors and employees to
report their concerns relating to fraud, malpractice or any other
activity or event which is against the interest of the Company. The
details of the Mechanism and Policy are explained in the Corporate
Governance Report.
DEPOSITS
The Company has not invited/accepted deposits from public during the
year under review. Certain deposits were transferred on account of
demerger which has been repaid by the Company and there is no amount
outstanding at the end of the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, the Hon'ble High Court of Judicature at
Madras sanctioned the Scheme of Arrangement (Demerger) vide its Order
dated December 4, 2014 for the Demerger of Metallic Oxides Division,
Plastic Additives Division, Zinc Refining Division and Lead Alloying &
Refining Divisions of M/s. Pondy Oxides and Chemicals Limited into the
Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
b) the directors had selected such accounting policies and applied them
consistently and 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, 2015 and of the profit and loss of the
Company for that period;
c) the directors had 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;
d) the directors had prepared the annual accounts on a 'going concern'
basis;
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the year under review, no complaints were received pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the continued trust and confidence reposed in the
Company by the bankers, business associates, regulatory authorities,
customers, dealers, vendors and shareholders. Your Directors recognise
and appreciate the services rendered by the officers, staff and
employees of the Company at all levels for their dedicated efforts to
improve the performance of the Company.
For POCL Enterprises Limited
Place : Chennai Devakar Bansal Sunil Kumar Bansal
Date : July 29, 2015 Managing Director Joint Managing Director
DIN:00232565 DIN:00232617
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