DIRECTORS
TO
THE MEMBERS
Your Directors have pleasure in presenting the 24th Annual Report together
with the Audited Accounts of your Company for the year ended 31st December, 2012.
FINANCIAL RESULTS
(RS. IN MILLION)
|
2012 |
2011 |
| Sales & Other Income (Net of duties) |
656.63 |
352.59 |
| Profit/(Loss) before Depreciation & Taxation |
198.61 |
75.02 |
| Provision for Depreciation |
(5.98) |
(6.05) |
| Provision for Taxation for current/prior years |
(59.96) |
(22.13) |
| Deferred Taxation (Liability)/Asset for current/prior years |
0.40 |
0.98 |
| Net Profit after Tax |
133.07 |
47.82 |
| Balance of Profit brought forward |
81.40 |
76.33 |
| Transfer To General Reserves |
13.31 |
4.78 |
| Proposed Dividend |
37.16 |
32.66 |
| Tax on Dividend |
6.03 |
5.30 |
| Balance of Profit carried forward to next year |
157.98 |
81.40 |
DIVIDEND
The Directors of the company recommend a Dividend of 70% of paid-up capital for the
year ended 31st December, 2012 absorbing an amount of Rs. 43.19 Million of
distributable profits, inclusive of tax on dividend as against 60% dividend for the
previous year 2011.
OPERATIONS
The Company continues to remain the market leader in the Chlor Alkali and Cathodic
Protection Systems business. The Company has improved it`s performance in all it`s
segments. The Company has achieved significant increase in sales of Cathodic Protection
Systems during 2012.
OUTLOOK
The Company is looking forward to maintain its position of market leader in Membrane
recoating activity and Cathodic
Protection Systems. Your Directors are hopeful that ongoing efforts made in the field
of Chlorate Cells fabrication would pave way for the future growth of the Company.
DNIL has successfully developed the new business of supplying of special electrodes for
water treatment mainly for treating pharmaceutical waste water. This is new biz segment
for DNIL and the management looks forward to consolidate this new business in the years to
come. Company is also looking forward to consolidate it`s position as pioneer & leader
of our premium electrochlorination system and especially develop the business of selling
Solar Mac NGO™ specially meant for remote villages without electric power to cater to
the poorest strata of society the opportunity of disinfecting the water with the minimum
cost.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr. M. A. Sundaram &
Mr. Giuseppe Cambareri will retire by rotation at the forthcoming Annual General Meeting
and are eligible for re-appointment.
Brief resumes of Directors seeking re-appointment, the nature of their expertise in
specific functional areas, names of companies in which they hold directorships and the
memberships of committees of the board, their shareholdings, etc. are attached with the
Notice of the Annual General Meeting of the Company.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of
India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and
Practicing Company Secretary`s Certificate regarding Compliance with the Code of Corporate
Governance are made part of the Annual Report.
CEO/CFO CERTIFICATION
A certificate from Managing Director and Finance Head on the financial statements of
the Company, as required under Clause 49 of the Listing Agreement with the National Stock
Exchange was placed before the Board.
INFORMATION AS REQUIRED UNDER THE LISTING
AGREEMENT
The shares of the company are presently listed at The National Stock Exchange of India
Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee
upto March 31, 2013 in respect of above stock exchange.
ISO CERTIFICATION
The Company has maintained its continued endeavor in terms of quality and maintenance
of International Standards. The Company has got the prestigious certification for ISO
9001:2008 for Quality Management System from JAS-ANZ on 17-08-2010 valid till 16-08-2013
for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-alkali
Industry used for NaOH/ KOH/Cl2, Electro Chlorinators for On-site Hypo,
Cathodic Protection Systems and Surface Finishing Products.
DIRECTORS` RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with
respect to Directors` Responsibility Statement, it is hereby confirmed:
1. That in the preparation of the accounts for the financial year ended December 31,
2012 the applicable accounting standards have been followed along with proper explanations
relating to material departures;
2. That such accounting policies have been selected and consistently applied and
judgements and estimates made, that are reasonable and prudent so as to give a fair and
true view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for the year under review;
3. That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. That the accounts for the financial year have been prepared on a `going concern`
basis.
AUDITORS
The Auditors M/s. B S R & Associates, Chartered Accountants will retire at the
conclusion of the forthcoming Annual General Meeting and M/s. BSR & Co., Chartered
Accountants shall be appointed up to the conclusion of the next Annual General Meeting.
The Company has received letter from them to the effect that their appointment, if made,
would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.
PERSONNEL
The information required under Section 217(2A) of the Companies Act, 1956, and the
Rules framed there under is annexed hereto as Annexure `A` and forms part of the Report.
In anticipation of progressive dis-engagement from operative matters of Mr. S. C. Jain,
Mr. Vinay Chopra has been appointed as General Manager w.e.f. January 1, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with
Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are set out in Annexure `B` forming part of this report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the continued
support and co-operation received from Bankers, Foreign Collaborators, Government
Authorities and Shareholders. Your Directors wish to place on record their deep sense of
appreciation for the devoted services of the Executives, Staff and Workers during the year
under review.
For and On behalf of the Board of Directors
| Place: Kundaim, Goa |
S. C. JAIN |
| Dated: February 21, 2013 |
MANAGING DIRECTOR |
ANNEXURE `A` TO DIRECTORS` REPORT
Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975, forming part of the Directors`
Report for the year ended 31st December, 2012.
There was no employee for year ended 31st December, 2012 who was in receipt of
remuneration for that year which, in the aggregate was not less than Rs. 60,00,000 per
annum.
ANNEXURE `B` TO DIRECTORS`
REPORT
INFORMATION IN ACCORDANCE WITH SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956 READ WITH
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
A. CONSERVATION OF ENERGY
Though the manufacturing operations involve consumption of energy, it is not of major
significance. The Company is not covered under the list of industries required to furnish
information in Form `A`.
B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT
Your Company has ongoing technical collaboration for Ion Exchange Membrane
Electrolysers for Chlor-Alkali Industry, Electrochlorinators for Water Treatment and
Cathodic Protection (Anti corrosion) Systems. These agreements are performed through
Industrie De Nora S.p.A. Your Company did not incur any expenditure on R&D during the
year under review.
TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
The company is in the process of acquiring the technology for coating of the Membrane
Cathode named as "Zerogap" from Industrie Denora S.p.A. Milan, Italy.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
The information on foreign exchange earnings are detailed in Note No. 35 (a) and
foreign exchange outgo is detailed in Note No. 35 (b) to the Accounts.
For and On behalf of the Board of Directors
| Place : Kundaim, Goa |
S. C. JAIN |
| Dated: February 21, 2013 |
MANAGING DIRECTOR |
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