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Corporate Identity Serving Diverse Industries Purpose and Values Overview by the Chairman Operational Highlights Financial Analysis Research and Technology

Safety, HealthandEnvironment Serving the Society

Directors’ Report

Management Discussion andAnalysis Report on Corporate Governance Financial Statements

Dividend

The Board of Directors of the Company recommend

payment of dividend of Rs 4 per share on 2,96,61,733

equity shares of Rs 10 each fully paid up. The dividend

will entail an outflow of Rs 13.84 crores on the paid-up

equity share capital of Rs 29,66,17,330.

Profitability

Sales in terms of volume on an average increased by 18%;

however due to steep reduction in prices of raw materials

and the consequent fall in selling prices, sales at Rs 1168

crores (including exports of Rs 513 crores) registered only

a negligible growth of less than 1%. Mainly because of

a lower loss on account of exchange rate differences,

the PBT grew by 75%, from Rs 46 crores to Rs 80 crores.

The business Divisions mainly consolidated the spurt

in profitability achieved during the previous year with

the exception of Polymers which experienced a strong

rebound and Colors which grew by about 10% and cut

losses. Though lower than the previous year, the Company

achieved reasonable cash flow from operations and

reduced its borrowings by Rs 73 crores to Rs 295 crores

which has substantially improved its leverage ratios and its

capacity to raise finance for expansion and acquisitions.

The Company improved its efficiencies through yields

and de-bottlenecking, and focused on obtaining better

realizations for its products.

Finance

The interest and finance charges for the year was

Rs 26 crores compared to Rs 41 crores during the previous

year - a decrease of 38% as compared to stagnant

sales growth. The net interest to sales ratio, as a result

decreased to 2.13% from 3.44% last year. In the current

year, the benchmark PLR and LIBOR interest rates showed

downward bias for most part of the year. LIBOR rates

were at historical low levels during the year. The Company

took benefit of lower LIBOR rates by increasing utilisation

of Buyers’ credit to reduce the interest cost. Efforts are on

to reduce the interest cost as a % of sales through better

working capital norms and utilization of assets.

The Company follows a prudent financial policy and aims

to maintain optimum financial gearing at all times. The

Company has repaid loans of Rs 66 crores during the year

and the Debt to Equity ratio was 0.56 as on March 31,

2010. During the year CARE reaffirmed the rating of PR1

for short term debt and A- for long term debts of the

Company.

The Company takes forward contracts and uses other

basic derivative products from time to time as permitted

by the RBI to cover its net exports. These are purely based

on the actual exposure or likely future anticipated export

receivables, but never in the nature of speculation. The

Company does not hold or issue derivative financial

instruments for trading or speculative purposes and all

the derivative transactions entered into by the Company

are to mitigate or offset the risks that arise from its normal

business activities only.

Loans taken were used for the purpose that they were

sanctioned for by the respective banks or financial

institutions.

Projects

During 2010-11 the Company acquired Rubber and

Polyurethane Adhesives business and brand ‘Polygrip’.

The acquired business recorded a sale of Rs 28 crores

in 2009-10 prior to acquisition. The Company is in the

process of integrating the acquired business with that of

Polymers Division. It will also commission

p

-Cresol project

of 8000 mt, which on full capacity basis will generate

revenue of Rs 120 crores.

Insurance

The Company has taken adequate insurance to cover the

risks to its people, plant and machineries, buildings and

other assets, profits and third parties.

Directors

Mr N N Wadia resigned from the Board with effect from

June 1, 2009 due to preoccupation. The Board places on

record its appreciation for his invaluable contribution as a

Director for more than three decades.

According to Article 134 of the Articles of Association

of the Company, Mr B S Mehta and Mr S M Datta

retire by rotation and being eligible offer themselves

for reappointment at the forthcoming Annual General

Meeting (AGM) scheduled on August 31, 2010.