NPL-Annual-Reports-2014-15.Pdf
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National Peroxide Limited National Peroxide Limited Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai-400 001. vakils AWARDS RECEIVED DURING 2014-2015 AWARDS RECEIVED DURING 2014-2015 Bronze Medal in “national awards for Manufacturing coMpetitiveness 2013-1014” icc certificate of Merit for excellence in energy conservation & ManageMent - 2013 Mr. rakesh goyal, vice-president – operations (in centre) receiving the Bronze Medal in “national awards for Manufacturing employees of npl receiving the icc certificate of Merit for excellence in energy conservation & Management for the year competitiveness 2013-14” presented by padma Bhushan dr. a. sivathanu pillai, (on right) father of Brahmos Missile, on 6th June, 2013, presented by Mr. ananth Kumar, (second from left) Hon’ble Minister of chemicals & fertilizers, government of india on 2014 in chennai, at a ceremony organized by the international research institute for Manufacturing. 30th september, 2014 in Mumbai. MaHarasHtra safety award - 2013 MaHarasHtra safety award - 2014 icc award for excellence in ManageMent of HealtH / safety / environMent - 2013 Mr. rakesh goyal, vice-president – operations & Mr. v. K. valmiki, sr. Manager – Hse, (third & fourth from left) receiving the icc award for excellence in Management of Health / safety / environment for the year 2013, presented by Mr. ananth Kumar, (second from left) Hon’ble Minister of chemicals & fertilizers, government of india and padma vibhushan dr. anil Kakodkar, (on right) former chairman – atomic energy commission of india on 30th september, 2014 in Mumbai. Please also see inside back cover National Peroxide Limited Annual Report 2014-2015 (Registered — 16th March, 1954) DIRECTORS (As on 6th July, 2015) NESS N. WADIA (Chairman) K. N. SUNTOOK (upto 25th April, 2014) R. BATRA N. P. GHANEKAR S. RAGOTHAMAN S. R. LOHOKARE (Managing Director) COMPANY SECRETARY H. B. CHINOY (upto 20th April, 2015) SEEMA JAGNANI (w.e.f. 21st April, 2015) BANKERS STATE BANK OF INDIA CANARA BANK THE HONGKONG & SHANGHAI BANKING CORPORATION LIMITED SOLICITORS AND ADVOCATES CRAWFORD BAYLEY & CO. AUDITORS S. B. BILLIMORIA & CO. Chartered Accountants REGISTERED OFFICE NEVILLE HOUSE, J. N. HEREDIA MARG, BALLARD ESTATE, MUMBAI - 400 001. HEAD OFFICE: C-1, WADIA INTERNATIONAL CENTRE (BOMBAY DYEING), PANDURANG BUDHKAR MARG, CONTENTS WORLI, MUMBAI-400 025 Notice 2 FACTORY Directors’ Report 9 N.R.C. ROAD, P. O. ATALI, Management Discussion & Analysis Report 16 VIA MOHONE, KALYAN - 421 102, Corporate Governance Report 18 DIST. THANE, MAHARASHTRA. Auditors’ Report for Standalone Financial Statements 49 REGISTRAR & SHARE TRANSFER AGENTS Standalone Financial Statements 52 SHAREX DYNAMIC (INDIA) PVT. LTD. Notes to Standalone Financial Statements 55 UNIT : NATIONAL PEROXIDE LTD. Auditors’ Report for Consolidated Financial 71 UNIT NO. 1, Statements LUTHRA INDUSTRIAL PREMISES, Consolidated Financial Statements 74 ANDHERI-KURLA ROAD, SAFED POOL, Notes to Consolidated Financial Statements 77 ANDHERI (E), MUMBAI - 400 072. Tel: 2851 5644/2851 5606 Form AOC-1 93 National Peroxide Limited NOTICE being in force) M/s. S. B. Billimoria & Co., Chartered Accountants, Mumbai (ICAI Registration No. 101496W), Registered Office: be and are hereby re-appointed as Statutory Auditors of the Neville House, J. N. Heredia Marg, Company to hold office from the conclusion of this Annual Ballard Estate, Mumbai - 400 001 General Meeting until the conclusion of the next Annual General Meeting at a remuneration to be decided by the Head Office: Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and C-1, Wadia International Centre (Bombay Dyeing), out of pocket expenses incurred by them for the purpose Pandurang Budhkar Marg, Worli, Mumbai-400 025 of Audit.” (CIN : L24299MH1954PLC009254) Email : [email protected] Website: www.naperol.com Special Business: Phone : 022-66620000 5. To consider and, if thought fit, to pass with or without Fax : 022-66193421 modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of NOTICE is hereby given that the Sixty First Annual General Section 148 and all other applicable provisions, if any, Meeting of the Members of NATIONAL PEROXIDE LIMITED of the Companies Act, 2013 and the Companies (Audit will be held at Sunville Banquet & Conference Rooms, and Auditors) Rules, 2014, (including any statutory 9, Dr. Annie Besant Road, Near Worli Flyover, Worli, modification(s) or re-enactment(s) thereof, for the time Mumbai 400 018 on Tuesday, 11th August, 2015 at 4.00 p.m. to being in force), M/s. N. I. Mehta & Co., Cost Accountants, transact the following business:: Mumbai, (ICWA Registration No. 000023), the Cost Auditors appointed by the Board of Directors of the Ordinary Business: Company, to conduct the audit of the cost records of organic and inorganic chemicals and industrial gases of the 1. To receive, consider and adopt: Company for the financial year ending 31st March, 2016, a. the Audited Financial Statements of the Company be paid remuneration of ` 3,00,000/- (Rupees Three Lakhs for the financial year ended 31st March, 2015, the Only) plus service tax as applicable and reimbursement of reports of the Board of Directors and Auditors travelling and out-of-pocket expenses incurred by them thereon; and in connection with the aforesaid Audit be and is hereby ratified and confirmed. b. the Audited Consolidated Financial Statements of the Company for the financial year ended RESOLVED FURTHER THAT, the Board of Directors 31st March, 2015, together with the Report of the and / or the Company Secretary, of the Company be and is Auditors thereon. hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to 2. To declare a Dividend on Equity Shares for the financial this resolution.” year ended 31st March, 2015. 6. To consider and, if thought fit, to pass with or without 3. To appoint a Director in place of Mr. Ness N. Wadia modification(s), the following resolution as Special (DIN: 00036049), who retires by rotation in terms of Resolution: Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. “RESOLVED THAT, pursuant to the provision of Section 94 and other applicable provisions, if any, of the 4. To appoint Auditors and to fix their remuneration and Companies Act, 2013 and the Companies (Management in this regard to consider and, if thought fit, to pass with and Administration) Rules, 2014, (including any statutory or without modification(s), the following resolution as an modification(s) or re-enactment(s), thereof, for the time Ordinary Resolution: being in force), the Company hereby accords its approval to keep, maintain and preserve Register of Members together “RESOLVED THAT, pursuant to the provisions of with the Index of Members, the Register of Debenture Sections 139, 142 and other applicable provisions, Holders together with the Index of Debenture Holders, if any, of the Companies Act, 2013 read with the Companies other registers, the copies of all Annual Returns to be (Audit and Auditors) Rules, 2014, (including any statutory filed under Section 92 of the Companies Act, 2013 along modification(s) or re-enactment(s) thereof for the time with those filed under the provisions of the Companies 2 Annual Report 2014-2015 Act, 1956 together with the copies of certificates and (c) The Members are hereby informed that documents required to be annexed thereto or any one Mrs. Hema Hattangady (DIN: 00175563) was or more of them, and/or any of the documents as appointed as Additional/Independent Director on required to be kept at the Registered Office of the the Board of the Company w.e.f. 31st March, 2015. Company be kept at the Company’s Head Office situated The Nomination and Remuneration Committee at its at C-1, Wadia International Centre (Bombay Dyeing), meeting held on 26th May, 2015 had recommended Pandurang Budhkar Marg, Worli, Mumbai 400 025, to the Board the appointment of Mrs. Hattangady instead of being kept at the Registered Office of the as Independent Director of the Company for a Company. period of 5 years. The Board at its meeting held later on the same day had approved the appointment RESOLVED FURTHER THAT, any one Director and / or of Mrs. Hattangady as Independent Director the Company Secretary of the Company, be and is/are pursuant to Sections 149, 152 read with Schedule IV hereby jointly and/or severally, authorised to do all such and all other applicable provisions if any, of acts, deeds, matters and things as may be considered the Companies Act, 2013 and the Companies necessary or desirable to give effect to this resolution and (Appointment and Qualification of Directors) matters incidental thereto.” Rules, 2014, including any statutory amendment(s) or modification(s) thereof for the time being in force and Clause 49 of the Listing Agreement, as amended for a period of 5 years from the conclusion of the ensuing Annual General Meeting to be held on 11th August, 2015 upto 10th August, 2020, subject By Order of the Board of Directors to the approval of the members. For NATIONAL PEROXIDE LIMITED Mrs. Hattangady tendered her resignation for SEEMA JAGNANI personal and unavoidable circumstances from Company Secretary the Board of the Company w.e.f. 2nd July, 2015. th Mumbai, 6 July, 2015 Consequent to which the Board vide Circular Resolution dated 6th July, 2015 noted the resignation of Mrs. Hattangady and approved revised Notice convening the 61st Annual General Meeting by deleting the item for appointment of NOTES: Mrs. Hattangady as Independent Director. The members are also informed that serial no. 31 (a) A MEMBER ENTITLED TO ATTEND AND VOTE AT in the Directors’ Report mentions about the THE MEETING IS ENTITLED TO APPOINT ONE OR appointment of Mrs. Hattangady as an Independent MORE PROXIES TO ATTEND AND VOTE INSTEAD Director, since the Directors’ Report has to be dated OF HIMSELF/HERSELF AND SUCH PROXIES NEED the date on which the Annual Accounts are adopted NOT BE MEMBER(S).