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56Th Annual Report 2016 - 2017

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56Th Annual Report 2016 - 2017 HINDUSTAN ORGANIC CHEMICALS LIMITED Annual Report 2016-17 BOOK-POST 56th Annual Report 2016 - 2017 If undelivered please return to : Bigshare Services Pvt. Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai 400059, Maharashtra. Email: [email protected]; Tel: 022 62638200, Fax: 022 62638299 .westernpress.in Printed by: www 1 HINDUSTAN ORGANIC CHEMICALS LIMITED Annual Report 2016-17 HINDUSTAN ORGANIC CHEMICALS LIMITED [CIN L99999MH1960GOI011895] AUDITORS CONTENTS Statutory Auditors (FY 2016-17) M/s P.G.Bhagwat, Page No. Chartered Accountants,Mumbai Board of Directors and Board Committees 3 Branch Auditors – Kochi Unit Notice of 56th Annual General Meeting 4 M/s Ayyar & Cherian Chartered Accountants,Kochi Chairman’s Statement 7 COST AUDITORS (FY 2016-17) Directors' Report & Annexures 8 M/s. V.J. Talati & Co.,Mumbai Independent Auditors' Report 21 M/s. BBS&Associates. C&AG Comments and Replies - Standalone 25 Kochi Balance Sheet 26 BANKERS Statement of Profit & Loss 27 State Bank of India Cash flow Statement 28 REGISTRAR AND SHARE TRANSFER AGENTS M/s. BIGSHARE SERVICES PVT. LTD. Notes to the Financial Statements 29 (w.e.f. 01-04-2016 onwards) Independent Auditors’ Report - Consolidated 37 Registered Office :Bigshare Services Pvt Ltd. 1st Floor, Bharat Tin Works Building, C&AG Comments and Replies - Consolidated 41 Opp. Vasant Oasis, Makwana Road, Marol, Andheri East , Mumbai 400059 Maharashtra. Consolidated Financial Statements - B/S and 42 Tel: 022 62638200 Other Statements, Notes etc. Fax : 022 62638299 Email: [email protected] HINDUSTAN ORGANIC CHEMICALS LTD. [CIN L99999MH1960GOI1011895] Regd.Office & Rasayani unit : REGIONAL & MARKETING OFFICES Rasayani, Dist.Raigad, BARODA : Maharashtra, Pin - 410 207. 3/A, Kirti Tower, Tilak Road, Tel : (02192) 258500-502 Baroda - 390 001.Telefax : (0265) 2438 122 Fax : (02192) 258503 E-mail id : : [email protected]; DELHI : [email protected] ; Core-6, Scope Complex, Website : hoclindia.com 1st Floor, Lodi Road, New Delhi - 110 003. Tel : (011) 24361610 / 24364690 Fax : (011) 24360698 MANUFACTURING FACILITIES Rasayani unit HYDERABAD : Dist.Raigad , Panvel Taluka, Maharashtra 410 207 303, Babukhan Estate, Bashir Bagh, Hyderabad - 500 001. KOCHI UNIT : Tel : (040)23329850 (Dir.)Tel.Fax:23240058 Ambalamugal, Fax : (040) 23296455 Dist. Ernakulam, Pin - 682 302. Tel : (0484) 2720911 / 2720912 / 13 CHENNAI : Fax : (0484) 2720893 D-1, Nelson Chambers, E-mail : [email protected] 115, Nelson Manickam Road, Aminji Karai, Chennai - 600 029. Tel : (044) 2374 1853 Subsidiary Company HINDUSTAN FLUOROCARBONS LTD. 303, Babukhan Estate, Bashirbagh, Hyderabad - 500 001 Tel : (040) 23241051 / 23237125. Fax : (040) 23296455 E-Mail : [email protected] 2 HINDUSTAN ORGANIC CHEMICALS LIMITED Annual Report 2016-17 BOARD OF DIRECTORS [as on 19-07-2017] SHRI S.B. BHIDE Chairman & Managing Director (w.e.f. 05/10/2016) Acting Chairman & Managing Director (From 25/02/2016 to 04/10/2016) Director (Technical), (Up to 04/10/2016) SHRI J. N. SURYAWANSHI Director (Mktg.), (Up to 03/08/2016) SHRI V.K. THAKRAL , AS&FA Director (Govt.Nominee) (Upto 16-05-2016) Ms. MEENAKSHI GUPTA, AS&FA Director (Govt. Nominee) (From 15/11/2016) SHRI SAMIR KUMAR BISWAS, JS Director (Govt. Nominee) SHRI DINESH KUMAR, Director,DCPC Director (Govt. Nominee) (From 29/09/2016 to 15/11/2016) SHRI SUNIL KUMAR SHARMA, Director, DCPC Director (Govt. Nominee) (From 16/05/2016 to 29/09/2016) Ms. PUSHPA TRIVEDI, Non-Official, Independent Director (from 15/06/2016) Ms. LATA ALKER, Non-Official, Independent Director (from 21/02/2017) SHRI MUKESH PAREEK Non-Official Independent Director (from 21/02/2017) SMT. SUSHEELA S. KULKARNI Company Secretary AUDIT COMMITTEE [A.C.] OF THE BOARD (As on 31-03-2017) Ms. MEENAKSHI GUPTA, AS&FA SHRI SAMIR KUMAR BISWAS, JS Govt. Nominee Director & Chairman, A.C. Govt. Nominee Director, Member A.C. (&Up to 29-05-2017) Ms. PUSHPA TRIVEDI [w.e.f. 15-06-2016] MS. LATA ALKER, [w.e.f. 21-02-2017] NOID, Member, A.C. NOID, Member, A.C.] SHRI MUKESH PAREEK [w.e.f. 21-02-2017] SMT.SUSHEELA S. KULKARNI, C.S. NOID, Member, A.C. Secretary to A.C. AUDIT COMMITTEE [A.C.] OF THE BOARD (Reconstituted on 29-05-2017) Ms. PUSHPA TRIVEDI, NOID SHRI MUKESH PAREEK Chairman, A.C. NOID, Member, A.C. Member, A.C. MS. LATA ALKER, NOID SMT. SUSHEELA S. KULKARNI, C.S. Member, A.C. Secretary to the A.C. SHARES/BONDS TRANSFER, SHARES/BONDS HOLDERS’/ INVESTORS’ GRIEVANCES COMMITTEE SHRI S.B. BHIDE SHRI J. N. SURYAWANSHI (Upto 03-08-2016) CMD , Chairman. Director (Mktg.), Member SMT. SUSHEELA S. KULKARNI CS, Member & Secretary NOMINATION & REMUNERATION COMMITTEE (Constituted on 29-05-2017) SHRI MUKESH PAREEK, NOID Ms. PUSHPA TRIVEDI, NOID Chairperson, Committee Member , Committee MS. LATA ALKER, NOID Mr. S.B.Bhide, CMD Member, Committee Member, Committee SMT.SUSHEELA S. KULKARNI, C.S. Secretary to the Committee 3 HINDUSTAN ORGANIC CHEMICALS LIMITED Annual Report 2016-17 NOTICE 5. Members/Proxies should bring their attendance slip, duly filled in, at the meeting. Notice is hereby given that the 56th Annual General Meeting (AGM) of the Members of the Company will be held on Wednesday, the 27th September, 6. Members are requested to intimate immediately any change in their 2017 at 3.00 p.m. at the Registered Office of the Company at RASRANG HALL, addresses registered with the Company. Dr. Kasbekar Park, Rasayani, Dist. Raigad, 410 207 to transact the following 7. Members, who hold shares in the dematerialised form, are requested to business :- bring their depository account number for identification. ORDINARY BUSINESS: 8. As per Section 101 and 136 of the Companies Act, 2013 read together with the Rules made thereunder, electronic copies of the Annual Report 2016- 1. To receive, consider and to adopt the (Standalone & Consolidated) th st 2017 and the Notice of the 56 AGM are sent to all members whose email Audited Statement of Profit & Loss of the Company for the period from 1 st st addresses are registered with the Company/Depository Participants(s). April, 2016 to 31 March, 2017 and the Audited Balance Sheet as at 31 For members who have not registered their email addresses, physical March, 2017 together with the Directors’ Report and the Auditors’ Report copies of the Annual Report 2016-2017 and the Notice of the 56th AGM thereon. are sent in physical mode. 2. To Re-appoint Shri Samir Kumar Biswas, J.S., as per GOI Order, who 9. Company is providing e-voting facility to all members to enable them to retires at this AGM and being eligible offers himself for re- appointment . cast their votes electronically on all resolutions set forth in the Notice. This 3. To Re-appoint Ms. Meenakshi Gupta, AS&FA, as per GOI Order, who is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the retires at this AGM and being eligible offers herself for re-appointment. Companies (Management and Administration) Rules, 2014. 4. To authorise and to ratify the actions of the Board of Directors of the 10. All documents referred to in the accompanying Notice and Explanatory Company to fix the remuneration of the Statutory Auditors and Branch statement shall be open for inspection at the Registered Office of the Auditors of the Company as may be appointed by the C&AG, for the FY Company during the office hours on all working days up to the date of the 2017-18. Annual General Meeting of the Company. SPECIAL BUSINESS: Voting through electronic means 5. To ratify the actions of the Board of Directors of the Company for In compliance with provisions of Section 108 of the Companies Act, 2013 appointment and remuneration of M/s. BBS& Associates, Cost and Rule 20 of the Companies (Management and Administration) Rules, Accountants, Kochi as Cost Auditors of Kochi Unit & Rasayani Unit of the 2014, and any amendments thereto, Secretarial Standard 2 on General Company for the FY 2017-18 and to pass the resolutions. Meetings (“SS-2”) and Regulation 44 of the SEBI (Listing Obligations and By Order of the Board of Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Hindustan Organic Chemicals Ltd. Members are informed that the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Sd/- Services provided by Central Depository Services Limited (CDSL) Place : Rasayani (Mrs.Susheela S.Kulkarni) The instructions for members for voting electronically are as under:- Date : 19/07/2017 Company Secretary All grievances connected with the facility for voting by electronic means Registered Office : may be addressed to Mr.Rakesh Dalvi, Deputy Manager, (CDSL, ) Central P.O.Rasayani, Depository Services (India) Limited, 16th Floor, Phiroze Jeejeebhoy Dist.Raigad, Maharashtra 410 207. Towers, Dalal Street, Fort, Mumbai-400001, or send an email to helpdesk. [email protected] or call 18002005533. NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO In case of members receiving e-mail / physical copy: APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF (A) The voting period begins on Friday, the 22nd September, 2017 at 09.00 AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. a.m. and ends on Tuesday, the 26th September, 2017 5.00 p.m. During this Pursuant to the provisions of Section 105 of the Companies Act, 2013, period shareholder’s of the Company, holding shares either in physical a person can act as a proxy on behalf of not more than fifty members form or in dematerialized form, as on the cut-off date 20th September, and holding in aggregate not more than ten percent of the total 2017, may cast their vote electronically.
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