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Company Information

Home » Market » Company Information

De Nora India Ltd.

May 23
341.60 -17.55 ( -4.89 %)
 
VOLUME : 21572
Prev. Close 359.15
Open Price 366.00
TODAY'S LOW / HIGH
341.20
 
 
 
372.90
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
231.45
 
 
 
633.15
May 23
343.40 -18.05 ( -4.99 %)
 
VOLUME : 66396
Prev. Close 361.45
Open Price 362.05
TODAY'S LOW / HIGH
343.40
 
 
 
373.65
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
226.25
 
 
 
633.55
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Market Cap. ( ₹ ) 182.30 Cr. P/BV 3.42 Book Value ( ₹ ) 100.27
52 Week High/Low ( ₹ ) 634/226 FV/ML 10/1 P/E(X) 107.85
Bookclosure 27/09/2017 EPS ( ₹ ) 3.18 Div Yield (%) 0.29
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2016-03 

TO

THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of your Company for the fifteen months financial period ended 31st March, 2016 (from 1st January, 2015 to 31st March 2016).

1. FINANCIAL RESULTS

(Rs. in Millions)

Particulars

Fifteen months period ended on March 31, 20161

Financial Year ended on December 31, 2014

Sales & Other Income (Net of duties)

546.04

327.66

Profit/(Loss) before Depreciation & Taxation

191.47

72.24

Provision for Depreciation

11.60

12.01

Provision for Taxation for current/prior years

60.14

16.62

Deferred Taxation (Liability)/Asset for current/ prior years

(0.03)

1.08

Net Profit after Tax

119.76

42.53

Balance of Profit brought forward

204.80

175.84

Transfer To General Reserves

11.98

4.26

Proposed Dividend

21.23

7.96

Tax on Dividend

4.59

1.35

Balance of Profit carried forward to next year

286.74

204.80

3. DIVIDEND

The Board of Directors of your Company have recommended a Dividend of 40% of the paid-up capital (i.e. Rs. 4/- per share) for the 15 months period ended 31st March, 2016 absorbing an amount of Rs. 25.83 Million of distributable profits, inclusive of tax on dividend.

The dividend, subject to the approval of Members at the Annual General Meeting on 21st September 2016, will be paid on or after 21st September, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Thursday, 15th September, 2016 to Wednesday, 21st September, 2016 (inclusive of both dates).

4. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 11.98 Million to General Reserve as against the sum of Rs. 4.25 Million transferred to General Reserve last year.

5. STATE OF COMPANY’S AFFAIRS

Your Company continues to remain the market leader in the chlor alkali and cathodic protection systems business.

During the fifteen months period ended March 31, 2016 your Company generated a total Turnover of Rs. 508.38 Million as against the total Turnover of Rs. 305.21 during the last financial year ended on December 31, 2014, covering a period of twelve months. The Net Profit of your Company for the fifteen months period ended March 31, 2016 stood at Rs. 119.76 Million as against the Net Profit of Rs. 42.53 Million for the twelve months period ended December 31, 2014.

6. DIRECTORS

During the year Mr. Angelo Ferrari was appointed as the Additional Director with effect from 19.02.2015. His appointment as a Non-Executive Director was regularized in the 26th Annual General Meeting of the Company held on 29.06.2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Robert Scannell, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The Board recommends his reappointment.

Mr. Vinay Chopra, Manager of the Company, whose tenure as Manager expires on 15th July 2016 has been appointed by the Board of Directors of the Company as the Managing Director of the Company for a period of 3 years w.e.f. 16th July 2016 to 15th July 2019, subject to the approval of the members at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities, if any. The Board recommends his appointment as the Managing Director of the Company for a period of 3 years w.e.f. 16th July 2016.

The above appointment and re-appointment forms part of the Notice of the Twenty-seventh Annual General Meeting and the relevant resolutions are recommended for your approval therein.

A brief resume of the Directors seeking appointment/ 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.

Pursuant to Sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made there under, all the Independent Directors have given the declaration that they meet the criteria of independence as laid down in Sub-section (6) of Section 149 of the Act and Clause 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations 2015’] and the Board at its meeting held on May 25, 2016 has duly taken note of the same.

7. CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has complied with the corporate governance requirements under the Companies Act, 2013 and the various standards set out by Securities and Exchange Board of India and the Stock Exchange where it is listed. Pursuant to the provisions of the Listing Regulations 2015, 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 this Annual Report.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

Conservation of Energy

Your Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no additional investment is required to be made for reduction of energy consumption. However, efforts would be initiated by the Company to conserve energy in the best possible way in the future.

Research and Development

Your Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electro chlorinators 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

The Company is in the process of acquiring the technology for repair/recoating of NACL-ODC & HCL-ODC membrane technology from Industrie Denora

S.p.A. Milan, Italy.

Foreign Exchange Earnings & Outgo

The information on foreign exchange earnings are detailed in Note No. 34 (a) and foreign exchange outgo is detailed in Note No. 34 (b) to the Accounts.

9. SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate company or a joint venture.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI under Clause 49 of the erstwhile Equity Listing Agreement with the Stock Exchange, the Board of Directors had carried out an annual evaluation of its performance and that of its individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of the Independent Directors was also held to review the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company taking into account the views of the Executive Directors and Non - Executive Directors. The Executive Directors and the Non-Executive Directors of the Board also evaluated the performance of the Independent Directors of the Company.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of the Board processes, information and functioning etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings, their preparedness on the issues to be discussed at the meetings, contributions at the meeting, relationship with the peers and the Company Management etc. Further the chairperson was also evaluated on the key aspects of his/her role.

11. REMUNERATION POLICY

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and the Senior Management Employees. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The details of the Remuneration Policy for the Directors and Senior Management Employees are given in the Corporate Governance Report.

12. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has also formulated a Policy on Board Diversity and Board Recruitment and Succession Policy.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm that:- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

- they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

-they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

14. STATUTORY AUDITOR

M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No. 116231W/W-100024), have been appointed as the statutory auditors of the Company to hold office from the conclusion of the 26th Annual General Meeting held on 29th June

2015 until the conclusion of the 29th Annual General Meeting of the Company to be held in the calendar year 2018, subject to ratification of the appointment by the members at the respective AGMs to be held in the year 2016 and 2017 respectively.

Your Company has received a certificate confirming their eligibility to be re-appointed as Auditors of the Company in terms of the provisions of Section 139(1) of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Clause 33 of the newly notified Listing Regulations 2015.

Accordingly, ratification of the appointment of the Statutory Auditors is being sought from the Members of the Company at this AGM for the Financial Year 2016-17.

Further, the report of the Statutory Auditors along with the notes to the Schedules for the 15 months period is enclosed to this report. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

The Auditor’s Report does not contain any qualification, reservation or adverse remark.

15. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Sadashiv. Shet, a Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Auditors’ Report, in the prescribed format, for the fifteen months period ended March 31, 2016 is annexed to this Directors’ Report as Annexure 1 and forms part of the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 and Rules framed there under, your Board has constituted a Corporate Social Responsibility (CSR) Committee. Based on the Recommendation of the

CSR Committee a Corporate Social Responsibility Policy (CSR Policy) of the Company has also been adopted. The CSR Policy of the Company is available on the website of the Company at www.denoraindia. com and can be viewed using the below link:

http://india.denora.com/company/shareholder-

information.html.

Your Company has initiated various CSR programs during the financial Period as per the CSR Policy adopted by the Board and shall monitor the same through its CSR Committee, which meets periodically. A brief outline of the same is set out in Annexure 2 of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.

17. BOARD MEETINGS

During the period under review, five Board Meetings were convened and held. The details of the composition of the Board and its committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

Pursuant to the provisions of Part VII of Schedule IV of the Companies Act, 2013 read with clause 25(3) of ‘Listing Regulations 2015’, a separate meeting of the Independent Directors was held on April 21, 2015 for transacting the business enumerated under the said provisions.

18. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises of Mr. M. A. Sundaram as the Chairman and Mr. Robert Scannell and Mrs. Sarita D’Souza as the members. More details on the Committee are given in the Corporate Governance Report.

19. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure 3.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees who were drawing remuneration more than Rs. 5 lakhs per month during whole or part of the 15 months financial period under review.

20. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the members/public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial period under review.

21. RISK MANAGEMENT

Risk management has always been an integral part of the corporate strategy. Your Company has laid down a well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a well-defined framework. The risk management framework is discussed in detail in the Management Discussion and Analysis report forming part of this Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

23. EXTRACT OF ANNUAL RETURN

As mandated by Section 92 of the Companies Act, 2013 read with the rules made there under, extract of the Annual Report as on 31st March 2016 in Form No. MGT - 9 is enclosed as Annexure 4 to this Report.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a policy to provide adequate safeguards against victimization of employee(s) and Director(s) who report any violation of the Code of Conduct or any unethical behaviour, actual or suspected fraud or improper practice to the Top Management and Audit Committee and to prohibit managerial personnel from taking adverse personnel action against employees/Directors as a result of the employees’/Director’s good faith disclosure of alleged wrongful conduct to the Audit Committee on a matter of public concern. It is affirmed that no personnel/Director has been denied access to the Audit Committee. The details of the establishment of such policy are disclosed on the Company’s website www.denoraindia.com.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the fifteen months period were on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015. The same are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have a potential conflict with the interest of the Company at large or which warrants the approval of the Members of the Company during the period under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with related parties are provided in the Company’s financial statements in accordance with the Accounting Standards.

The Company has also framed a policy on dealing with the related parties and has disclosed the same on the Company’s website at www.denoraindia.com.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the 15 months financial period under review have been provided in the Notes to the Financial Statement which forms part of this Annual Report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate financial controls commensurate with the size and nature of its operations.

28. CHANGE IN THE REGISTRAR & TRANSFER AGENT OF THE COMPANY

The Securities and Exchange Board of India vide its Interim Order No. WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 had restrained the Company’s Registrar and Share Transfer Agent (‘R&STA’)

i.e. M/s. Sharepro Services (India) Private Limited from dealing with the securities market due to some irregularities detected in the conduct of its activities as the Registrar and Share Transfer Agent. Further, vide the above order the current clientele of M/s. Sharepro Services (India) Private Limited were advised to carry out/switchover their activities related to the R&STA, either in house or through another R&STA registered with SEBI.

In addition to the above, the Companies were also directed to conduct a thorough audit of the records and systems of M/s. Sharepro Services (India) Private Limited with respect to the dividends paid and transfer of securities to determine whether dividends have been paid to actual/beneficial holders and whether securities have been transferred as per the provisions of the law for the last 10 years. The audit has to be completed by the Companies within a period of three months from the date of the order i.e. 22nd March 2016 and thereafter a report shall be submitted to SEBI by the Companies in that regard. Further, within a period of six months from the date of the order, the Companies shall take appropriate action, in cases where violations are observed, in accordance with the provisions of law and inform SEBI accordingly.

In compliance with the above SEBI mandate, the Company has changed its Registrar and Transfer Agent and has appointed M/s. Bigshare Services Private Limited, a SEBI registered Category - I Registrar & Share Transfer Agent (SEBI Registration No. INR000001385) as the new R&STA of the Company with effect from June 1, 2016.

29. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, employee unions, regulatory & government authorities, stock exchanges and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

For De Nora India Limited

Place: Kundaim, Goa M. A. Sundaram

Dated: May 25, 2016 Chairman

DIN: 00144607