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Pondy Oxides and Chemicals Limited PONDY OXIDES AND CHEMICALS LIMITED BOARD OF DIRECTORS REGISTERED & CORPORATE OFFICE Dr. Padam C Bansal KRM Centre, 4th Floor, Chairman # 2, Harrington Road, Sri. D.P.Venkataraman Chetpet, Chennai - 600 031. Vice-Chairman Telephone No. : +91-044-42965454 Fax No. : +91-044-42965455 Sri. Anil Kumar Bansal Email : [email protected] Managing Director AUDITORS Sri. Sunil Kumar Bansal M/s Jeeravla & Co., Sri. R.P.Bansal Chartered Accountants Sri. Devakar Bansal New # 27 (Old # 19A) Ist Floor, Barnaby Road, Sri. Ashish Bansal Kilpauk, Chennai - 600 010 Sri. Y.V.Raman Phone No. : +91-044 - 26421022 Whole Time Directors BANKERS Sri. Anil Kumar Sachdev Sri. Harish Kumar Lohia Canara Bank – Anna Nagar East Branch Sri. P.N. Sridharan HDFC Bank - Mylapore Branch Directors REGISTRAR AND SHARE TRANSFER AGENTS GM FINANCE & COMPANY SECRETARY M/s. Cameo Corporate Services Limited Sri. K. Kumaravel Subramanian Building, # 1, Club House Road, FACTORY DIVISIONS Chennai – 600 002 Phone : 91-044-28460390 [5 lines] Metalic Oxides Division [ M O D ] Fax : 91-044-28460129 Behind A-73 & 74, PIPDIC Industrial Estate E-mail : [email protected] Mettupalayam, Pondicherry– 605 009 LISTING Plastic Additives Division [ P A D ] The Bombay Stock Exchange Sembiapalayam, Korkadu post Madras Stock Exchange Pondicherry – 605 110 National Stock Exchange [Under permitted Category] Smelter Division [ S M D ] G 17 - G 19 & G 30 - G 32, SIPCOT Industrial EIGHTEENTH ANNUAL GENERAL MEETING Park, Mampakkam, Sriperumbudur, District – Kancheepuram, Tamil Nadu – 602 105 Day : Tuesday Zinc Refining Division [ Z R D ] Date : August 27, 2013 G-47, SIDCO Industrial Estate, Time : 11.00 a.m. Kakkalur,Thiruvallur, Tamil Nadu – 602 003 Venue : Kasturi Srinivasan Hall (Mini Hall), Alloying & Refining Division [A R D] Music Academy, 306, T.T.K.Road, B 19 & 20 Sidco Industrial Estate, Maraimalai Nagar, Kancheepuram Dist., Chennai – 600 014 Tamil Nadu - 603209 1 Eighteenth Annual Report 2012-13 CONTENTS STAND ALONE ACCOUNTS Page No. Notice to the Shareholders 3 Directors' Report 6 Auditors' Report 25 Balance Sheet 30 Statement of Profit and Loss 31 Cash Flow Statement 32 Notes 38 Statement pursuant to Section 212 of the Companies Act, 1956 55 CONSOLIDATED ACCOUNTS Auditors' Report 58 Balance Sheet 59 Statement of Profit and Loss 60 Cash Flow Statement 61 Notes 62 2 Pondy Oxides and Chemicals Limited NOTICE TO THE SHAREHOLDERS Notice is hereby given that the Eighteenth Annual General Meeting of the Members of M/s.PONDY OXIDES AND CHEMICALS LIMITED will be held on Tuesday the 27th day of August 2013 at 11.00 a.m. at Kasturi Srinivasan Hall (Mini Hall), Music Academy, 306, T.T.K.Road, Chennai – 600 014 to transact the following business : Ordinary Business: 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March 2013 and Statement of Profit and Loss for the year ended 31st March 2013 together with notes thereto, the Auditors Report and Directors’ Report thereon. 2. To declare Dividend on Equity Shares. 3. To appoint a Director in the place of Dr. Padam C Bansal, who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in the place of Sri. Y.V. Raman, who retires by rotation and being eligible, offers himself for reappointment. 5. To appoint a Director in the place of , Sri. Anil Kumar Sachdev, who retires by rotation and being eligible, offers himself for reappointment. 6. To appoint a Director in the place of Sri. Ashish Bansal, who retires by rotation and being eligible, offers himself for reappointment. 7. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution: “RESOLVED THAT M/s Jeeravla & Co., Chartered Accountants (bearing Firm Registration No.: 001323S) the retiring Auditors be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on a remuneration to be decided by the Board of Directors, in addition to reimbursement of service tax and out of pocket expenses in connection with Audit of the accounts of the Company.” By Order of the Board For Pondy Oxides and Chemicals Ltd. Place : Chennai K. Kumaravel Date : May 30, 2013 GM - Finance & Company Secretary NOTES: 1. EVERY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Duly filled in Proxy forms must be deposited at the Registered Office of the Company at least 48 hours before the commencement of the Annual General meeting. 3. Pursuant to Clause 49 of the Listing Agreement, particulars of Directors seeking appointment / re-appointment at this meeting are annexed hereto. 4. The Register of Members and Share Transfer Books of the Company will remain closed on 27.08.2013. 5. Members are requested to: i) Note that as a measure of austerity, copies of Annual Report will not be distributed at the Annual General Meeting. ii) Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue. 3 Eighteenth Annual Report 2012-13 iii) Quote the Folio / Client ID and DP ID Nos. in all their correspondence. iv) Note that NO gifts / compliments / coupons will be distributed at the Annual General Meeting. v) A Corporate member shall be deemed to be personally present only if it is represented in accordance with Section 187 of the Companies Act, 1956 i.e. only if the corporate member sends certified true copy of the Board Resolution / Power of Attorney authorizing the representative to attend and vote at the Annual General Meeting. vi) Members are requested to notify immediately changes, if any, in their addresses to; a. Depository Participants (DP) in respect of shares held in the dematerialized form and b. To the Registrar and Transfer Agents of the Company, M/s. Cameo Corporate Services Limited, Subramanian Building No.1, Club House Road, Chennai–600 002 in respect of shares held in Physical form, quoting their folio numbers. 6. Members desirous of getting any information on any items of business of this meeting are requested to address their queries to Mr. K. Kumaravel, GM - Finance & Company Secretary at the Registered Office of the company at least ten days prior to the date of the meeting, so that the information required can be made available at the meeting. 7. All documents referred to in the notice and annexures thereto along with other mandatory registers / documents are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and public holidays) between 03.00 p.m to 05.00 p.m prior to the date of Annual General Meeting. 8. Members who have not registered their email addresses to the registrar are requested to register their email IDs at [email protected] so that they can receive the Annual Report and other communication from the company electronically. 9. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit their PAN to their depository participant with whom they are maintaining their demat account. Members holding shares in physical form can submit their PAN details to the company / RTA. 10. If dividend on shares as recommended by the Directors is approved at the meeting, the payment will be made within thirty days to those shareholders whose names are on the Company’s Register of Members on 27.08.2013. The dividend in respect of shares held in electronic form will be payable to the beneficial owners of the shares as at the end of business hours on 27.08.2013 as per details furnished by the Depostories for this purpose. 11. Members who have not encashed their dividend warrants for the years 2005-06, 2006-07, 2007-08, 2008- 09, 2009-10, 2010-11 and 2011-12 are requested to approach the company for revalidation / issue of duplicate warrants quoting their Ledger Folio / DP – Client ID Number. Pursuant to Section 205 A(5) of the Companies Act, 1956 the unpaid dividends due for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government are as follows : Dividend for the year ended Date of declaration Proposed date of transfer* March 31, 2006 September 09, 2006 September 13, 2013 March 31, 2007 September 22, 2007 September 26, 2014 March 31, 2008 September 20, 2008 September 24, 2015 March 31, 2009 September 17, 2009 September 21, 2016 March 31, 2010 August 28, 2010 September 01, 2017 March 31, 2011 September 24, 2011 September 28, 2018 March 31, 2012 September 7, 2012 September 11, 2019 *Indicative dates, actual dates may vary 4 Pondy Oxides and Chemicals Limited 12. For the convenience of payment of dividend, transfer etc., shareholders are requested to apply for consolidation of folios. For this purpose, it is required to submit all the original share certificates along with a request letter requesting for consolidation, to the Registrars and Share Transfer Agents for necessary corrections in their records. Information of the Directors Seeking Re-appointment at the Eighteenth Annual General Meeting. [As Required under Clause 49 IV [G][i] of the Listing Agreement] Name of the Director Dr. Padam C Bansal Sri.Y.V. Raman Sri.Anil Kumar Sachdev Sri.Ashish Bansal Date of Birth July 10, 1947 December 2, 1952 December 19, 1953 July 15, 1981 Date of Appointment November 4, 1997 April 1, 2001 September 2, 1995 July 30, 2009 Director Identification 00232863 00232762 00043431 01543967 Number Relationship Brother of Promoter – Not related to any Director Not related to any Director Son of Promoter, between Directors’ Directors* of the company of the company Director inter-se Sri Anil Kumar Bansal Qualification and M.Sc., PhD – Specialization – B.Sc.