BOARD OF DIRECTORS
Mr. M. C. Gupta
Mr. C. S. Sastry
Dr. Pravin P. Shah
Dr. W. R. Correa
Mr. Supriya Gupta
Mr. B. S. Bhesania
Mr. P. R. Bhansali
Mr. Kenji Asakawa
Mr. Jayesh B. Bhansali
Mr. B. M. Bhansali
- Chairman
- (Resigned w.e.f. 24.06.06)
- Executive Director
- Additional Director (w.e.f. 24.06.06)
- Managing Director
MANAGEMENT TEAM
Mr. B. M. Bhansali
Mr. Jayesh B. Bhansali
Mr. Kiran Bhansali
Mr. Kenji Asakawa
-
Managing Director
Executive Director (Corporate)
Executive Director (Operations)
Executive Director (Technical)
AUDITORS
M/s. B.L.Dasharda & Associates
Chartered Accountants
SOLICITORS
M/s. Mulla & Mulla & Craigie Blunt & Caroe
BANKERS
Allahabad Bank
UTI Bank Limited
REGISTERED OFFICE
Bhansali House,
A-5, Veera Desai Road,
Andheri (West),
MUMBAI - 400 053.
WORKS
Satnoor
Bhansali Nagar,
Taluka : Sausar,
Dist.: Chhindwara, (M.P.)
Pin - 480 108.
Abu Road
SP-138-144,
Ambaji Industrial Area,
Abu Road, Dist.: Sirohi, (Rajasthan)
Pin - 307 026.
1
NOTICE
NOTICE is hereby given that the Twenty Second Annual General Meeting of the Members of Bhansali Engineering
Polymers Limited will be held at Walchand Hirachand Hall, Indian Merchants’ Chamber, Veer Nariman Road,
Mumbai 400020 on Saturday, 23rd day of September 2006, at 11.30 a.m. to transact the following business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Audited Balance Sheet as at 31st March 2006 and Profit and Loss Account for
the year ended on that date together with Reports of the Directors and Auditors thereon.
2.
3.
To Declare dividend on Equity Shares of the Company.
To appoint a Director in place of Dr. W. R. Correa, who retires by rotation at this Annual General Meeting and has
shown his unwillingness to be re-appointed.
4.
To appoint a Director in place of Mr. P. R. Bhansali, who retires by rotation at this Annual General Meeting and
being eligible, offers himself for re-appointment.
5.
To appoint a Director in place of Mr. M. C. Gupta, who retires by rotation at this Annual General Meeting and being
eligible, offers himself for re-appointment.
6.
To appoint Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting and to authorise the Board to fix their remuneration.
SPECIAL BUSINESS :
7.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT Mr. Jayesh B. Bhansali who was appointed as an Additional Director of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 read with Article 77.1 & 77.2 of the Articles of
Association of the Company and who would vacate his office at the ensuing Annual General Meeting and in
respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 along with
necessary deposit from a shareholder proposing the candidature of Mr. Jayesh B. Bhansali as a Director of the
Company, be and is hereby appointed as a Director of the Company.”
8.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT as per the recommendation of the Remuneration Committee and pursuant to the provisions
of Section 198, 269, 309 and 311 read with Schedule XIII to the Companies Act, 1956 and subject to such
approvals as may be necessary, consent of the Members of the Company be and is hereby accorded for the
appointment of Mr. Jayesh B. Bhansali as a Whole Time Director designated as Executive Director of the
Company for a period of three years with effect from 24th June, 2006 subject to the terms and conditions as set
out hereunder, with further liberty to the Board of Directors of the Company to alter and vary the said terms and
conditions, in such manner as may be agreed to between the Directors and Mr. Jayesh B. Bhansali but subject
to the provisions contained in Schedule XIII to the Companies Act, 1956, as amended from time to time :
2
REMUNERATION:
(i) Salary
Rs. 64,000/- per month.
(ii) Perquisites & allowances
(a) House Rent Allowance as per the Company’s Rules.
(b) Medical facilities for Mr. Jayesh B. Bhansali and his family will be
reimbursed by the Company as per the Company’s Rules.
(c) Leave Travel concession for Mr. Jayesh B. Bhansali and his family once
in a year in accordance with the Rules specified by the Company.
(d) Provision of car including driver for use on Company’s business
and telephone shall be provided at actuals.
(e) Contribution to Provident Fund, Gratuity and Encashment of Leave
as per Company’s Rules.
(f) Contribution to Super Annuation Fund will be provided as per the
Company’s Rules.
(g) Professional Perquisite Allowance in accordance with the Rules
specified by the Company.
(h) Transportation allowance will be provided as per the Company’s
Rules.
(i) Bonus will be given as per the Company’s Rules.
“RESOLVED FURTHER THAT in the event of absence or inadequacy of net profits in any financial year, the remuneration
payable to the Executive Director shall be governed by Section II of Part II of Schedule XIII to the Companies Act, 1956
or any statutory modification thereof and the same shall be treated as the Minimum Remuneration payable to the said
Executive Director.”
“RESOLVED FURTHER THAT during such time as Mr. Jayesh B. Bhansali holds and continues to hold office of the
Executive Director, he shall not be liable to retirement by rotation as a Director.”
“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such actions and do all
such things as may be necessary or desirable to give effect to this resolution.”
By order of the Board
For Bhansali Engineering Polymers Ltd.
Place : Mumbai
Dated: 24th June 2006
B. M. Bhansali
Managing Director
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND ON A POLL, TO VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER.
2.
Proxies, in order to be effective, must be received at the Company’s Registered Office not later than 48 (fortyeight)
hours before the time fixed for holding the meeting.
3.
Members desirous of obtaining any information concerning the accounts and operations of the Company are
requested to send their queries to the Share Department, so as to reach the registered office of the Company
at least seven days before the date of the meeting, to enable the Company to make available the required
information at the meeting, to the extent possible.
4.
The Register of Members and Share Transfer Books will remain closed from Saturday, 16th September 2006 to
Saturday, 23 rd September 2006 (both days inclusive).
3
5.
Payment of dividend, if any, declared at the Annual General Meeting, will be made to those shareholders whose
names appear on the Company’s Register of Members on 23rd September 2006 or their nominees. In respect
of shares in dematerialized form, dividend will be paid to the beneficial owners as at the end of business hours
on 15th September 2006 as per the details to be received from Depositories for the purpose. Dividend warrants
shall be dispatched within thirty days from the date of the Annual General Meeting.
6.
Members are requested to notify immediately any change in their address / bank mandate to their respective
Depository Participant (DP) in respect of their electronic share accounts and to the Company’s Registrar &
Share Transfer Agent M/s. Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg,
Bhandup (West), Mumbai- 400 078 in respect of their physical share folios.
7.
Members are requested to bring their copy of Annual Report to the Meeting.
8.
Members are requested to bring the Attendance Slip sent herewith duly filled for attending the Meeting.
9.
Information pursuant to clause 49 of listing agreement with respect to profile of Directors seeking re-appointment
is given herebelow:
ADDITIONAL INFORMATION:
Profile of Directors retiring by rotation and seeking re-appointment (in pursuant to clause 49 of the Listing Agreement).
Particulars
Mr. P. R. Bhansali
Mr. M. C. Gupta
Date of Birth
12.11.1946
23.07.1938
Date of Appointment
07.02.1986
30.09.2002
No. of shares held
552690
Nil
Qualifications
B. Com., L.L.B.
M.A.(English)
Expertise in specific
functional areas
Mr. P. R. Bhansali is an eminent
Industrialist and a leading exporter of
readymade garments. Mr. P. R. Bhansali
was the President of the Metal &
Stainless Steel Merchants Association,
Mumbai and Vice President of All India
Garments Exporters & Manufacturers
Association. Mr. P. R. Bhansali has been
associated with the Company since its
incorporation. The Company has
immensely benefited from Mr. P.R.
Bhansali’s expertise in various fields
and looks forward to continue the same.
I.A.S. (1960 batch), served the
Union & State Governments on
various administrative posts
i n c l u d i n g I n d u s t r i e s S e c r e t a r y,
Govt.of India, Advisor, Industries
Planning Commission. Retired as
Chief Secretary, Govt.of Haryana in
1997. Currently, Advisor to United
Nations Industrial Development
Organization. (UNIDO)
Directorship of
other Companies
a) Bhansali Ferromet Pvt. Ltd.
b) Bhansali Bright Bars Pvt. Ltd.
Vardhaman Acrylies Limited
Chairman/Member of
Committees of the
Board of Companies
of which he is a Director
Nil
Vardhaman Acrylies Limited
- Chairman of
Shareholders/Investors
Grievance Committee
By order of the Board
For Bhansali Engineering Polymers Ltd.
Place : Mumbai
Dated: 24th June 2006
4
B. M. Bhansali
Managing Director
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
Item No. 7 :Mr. Jayesh B. Bhansali was appointed as an Additional Director of the Company with effect from 24 th June 2006
pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article No.77.1 & 77.2 of the Articles of
Association of the Company. Pursuant to the provisions of the said section, the term of the office of the said Director
expires at the ensuing Annual General Meeting of the Company. In the mean time, the Company has received a
notice under Section 257 of the said Act along with the necessary deposit from a shareholder proposing the
candidature of Mr. Jayesh B. Bhansali for the office of Director of the Company. The details as required pursuant to
clause 49 of Listing Agreement are as under:
Date of Birth
25.07.1983
Date of Appointment
24.06.2006
Qualifications
B. Com.
Expertise in specific functional area
General Management
Directorship of other Companies
1. Bentley Commercial Enterprises Ltd.
2. Speedage Commercials Ltd.
3. Sheraton Properties & Finance Ltd.
4. Bhansali International Pvt. Ltd.
5. Bhansali Innovative Finance Pvt. Ltd.
6. Bhansali Engineering Industries Pvt. Ltd.
7. Bhansali Industrial Investment & Finance Pvt. Ltd.
Chairman/Member of Committees of the
Board of Companies of which he is Director
Nil
The Board recommends the appointment of Mr. Jayesh B. Bhansali as a Director of the Company.
The resolution vide serial No. 7 is therefore proposed for approval of the Members.
Mr. Jayesh B. Bhansali is concerned or interested in the above resolution for his appointment. Mr. Babulal M. Bhansali,
being father of Mr. Jayesh B. Bhansali, is concerned or interested in the said resolution.
No other Director is concerned or interested in the said resolution.
Item No. 8
As per the recommendation of the Remuneration Committee, the Board of Directors have at their meeting held on 24th
June, 2006 appointed Mr. Jayesh B. Bhansali as a Whole Time Director designated as the Executive Director for a period
of three years w.e.f. 24th June, 2006 on terms and conditions as stated in the resolution.
The appointment of Mr. Jayesh B. Bhansali as the Executive Director of the Company, would require the consent of the
shareholders of the Company pursuant to Sections 198, 269, 309, 311 and other applicable provisions of the Companies Act,
1956 and subject to the limits of Schedule XIII to the said act. The said resolution is therefore, recommended for your approval.
The information as furnished in the above resolution containing terms and conditions of appointment of and payment of
remuneration to Mr. Jayesh B. Bhansali, Whole Time Director designated as ‘Executive Director’ shall be deemed to be
abstract of the terms and conditions of such appointment and remuneration to the said Whole Time Director in terms of
Section 302 of the Companies Act, 1956.
Mr. Jayesh B. Bhansali is concerned or interested in the resolution vide serial no. 8 for his appointment as Whole Time
Director. Mr. Babulal M. Bhansali, being father of Mr. Jayesh B. Bhansali, is concerned or interested in the said resolution.
No other Director is interested or concerned in the said resolution.
By order of the Board
For BHANSALI ENGINEERING POLYMERS LIMITED
Place: Mumbai
Dated: 24th June 2006
B. M. Bhansali
Managing Director
REGISTERED OFFICE:
Bhansali House, A-5,
Veera Desai Road,
Andheri (West),
Mumbai- 400 053.
5
DIRECTORS’ REPORT
Dear Members,
Your Directors take pleasure in presenting the Twenty Second Annual Report and the Audited Accounts for the year
ended 31st March 2006.
CHANGE IN ACCOUNTING PERIOD :
The figures for the year ended on 31st March 2006 are not comparable with the figures of the previous period of nine
months ended on 31st March 2005.
FINANCIAL RESULTS :
Current
Previous
Accounting
Accounting
Year ended
Period ended
31.03.2006
31.03.2005
(12 months)
(9 months)
(Rs.in lacs)
(Rs.in lacs)
30655.49
17551.76
——————
——————
Profit before interest, tax and depreciation
3407.96
2218.66
Profit before tax
1546.71
1228.76
946.51
967.23
1605.34
827.29
——————
——————
2551.85
1794.52
——————
——————
189.18
189.18
2362.67
1605.34
Sales
Profit after tax
Balance brought forward
Proposed dividend including tax thereon
Balance carried to Balance Sheet
DIVIDEND:
The Directors have pleasure in recommending for the consideration of the Members at the Annual General Meeting,
payment of Dividend of Re.0.10 per share (10%) for the year ended 31st March, 2006 (previous period : Re.0.10). The total
outgo including tax thereon will be Rs.189.18 lacs.
OPERATIONS:
(a) The Company was able to optimally utilise its production facilities and achieved significant growth in production and
sales. A record production at 34469 MT and turnover at Rs.30655.49 lacs were achieved during the year under
review, reflecting an increase by 53% and 31% respectively on an annualized basis. It is noteworthy that during the
year under review, your company earned Rs. 3407.96 lacs profit before interest, tax and depreciation (EBITD), an
increase of 54%. It’s net profit before tax at Rs.1546.71 lacs, cash profits before tax at Rs.2185.36 lacs against the
net profit before tax at Rs.1228.76 lacs and cash profit before tax at Rs.1654.39 lacs in the previous period reflect an
increase of 26% and 32% respectively. However, due to provision for taxation, net profit after tax at Rs. 946.51 lacs
was marginally lower than previous period’s net profit after tax at Rs.967.23 lacs.
(b) Wild fluctuation in global monomer prices continued throughout the year, perhaps as a sequel to unabated turmoil
in crude and petroleum prices. However, your company is learning fast to live with such uncertainties hence could
achieve some good results. Furthermore, your Company has revamped its process technology to achieve in post
expansion phase cost and quality leadership and also successfully implemented ERP Programme, mySAP.
6
FUTURE PLAN:
The programme of expanding current capacity from 48 KTPA to 60 KTPA has been shelved owing to the reasons,
enunciated hereinafter. The incremental step to achieve 25% higher production capacity is fraught with the risk of
stopping the heart of the production facility, i.e. Bulk SAN plant, for 12 to 14 weeks to carry out modification, during which
production of ABS will come to a grinding halt. Owing to near optimal utilization of production facility together with the
absorption of the product at the market place, it is not becoming possible to create adequate inventory of Bulk SAN to
cover production schedule of ABS uninterruptedly for 12/14 weeks. Moreover, upon further in-depth examination, it is not
being found so attractive from cost reduction angle, as a step preceding the mega capacity expansion to 200 KTPA.
Therefore, the company’s strategy for capacity expansion is being re-engineered to implement mega expansion
programme to 200 KTPA from the present level of 48 KTPA in single or two phases. The implementation strategy whether
to reach 200 KTPA in single stage or implement in two stages will be finalised in the next few months because it involves
intensive study presently being carried out with respect to utility engineering as your company is coming out with a novel
scheme to implement co-generation power plant. Indian manufacturing scene, in general and no exception in particular
to ABS business, is getting exposed to international competition in the domestic market. Therefore, the watch words are
cost competitiveness globally and quality competence at par with the best in world. There is really no choice for your
company than to think big and out of box to get going with it’s mega expansion project in the manner that cost wise the
company is slim enough to wrestle at the market place and remain financial-healthwise robust. The strategy, therefore,
is right sizing of the capacity expansion and reducing the cost of the utility at minimal level, which would be achievable
through co-generation facility your company is planning to build as an integral part of 200 KTPA expansion project. The
cost of energy saved will reflect directly in bottom-line improvement. Your company’s endeavour is to carry out the study
intensively for achieving cost and quality leadership and equally extensively to arrive at a better understanding of the
growth dynamics of Indian and transnational markets. On the one hand there is no alternative than to grow and on the
other absorption, of higher volume turn out from the manufacturing outfit, by the market on value added basis posess
formidable challenge. While determining the growth model your company is simultaneously formulating the financing
strategy. It will be possible for your company to determine by end of the calendar year, financing programme befitting the
expansion plan, blueprint whereof will be ready by September, 2006. No doubt there has been delay in working out and
implementing the expansion plan but to find the right way in such densely and rapidly changing competitive environment
takes some time.
SAFETY AND ENVIRONMENT PROTECTION:
Your Company continues to accord high priority to the areas of Safety and Environment Protection. Compliance with
safety norms and regular training programs for employees for various safety measures and to increase the safety
standards and awareness are an integral part of the Company’s operating system.
FIXED DEPOSITS:
There were no deposits remaining unpaid/ unclaimed in terms of Section 58A of the Companies Act, 1956 read with the
Companies (Acceptance of Deposit) Rules, 1975 at the end of the year.
DIRECTORS:
Mr. Jayesh B. Bhansali has been appointed as an Additional Director of the Company w.e.f. 24th June, 2006 to hold office
upto the date of the ensuing Annual General Meeting of the Company. The Company has received notice from a
Shareholder pursuant to Section 257 of the said act proposing the candidature of Mr. Jayesh B. Bhansali for the office of
Directorship of the Company.
As per the recommendation of the Remuneration Committee, the Board of Directors have at their meeting held on 24th
June, 2006 appointed Mr. Jayesh B. Bhansali as a Whole Time Director designated as the Executive Director for a period
of three years w.e.f. 24th June, 2006, subject to the approval of the members of the Company.
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. W. R. Correa,
Mr. P. R. Bhansali and Mr. M. C. Gupta, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting.
Dr. W. R. Correa has shown his unwillingness to be re-appointed. Mr. P. R. Bhansali and Mr. M. C. Gupta, being eligible, have
offered themselves for re-appointment.
A brief profile of Directors seeking appointment / re-appointment as required by Clause 49(IV)(G) of the Listing Agreement with
the Stock Exchanges is given in the Notice of the ensuing Annual General Meeting.
7
DELISTING OF SHARES:
Pursuant to the application for delisting made by the Company, following two stock exchanges have delisted the Company’s
equity shares.
1) Ahmedabad Stock Exchange Limited, Ahmedabad.
2) The Delhi Stock Exchange Association Limited, New Delhi.
Though requisite applications have been submitted to following two stock exchanges are yet to delist Company’s
equity shares:
1) The Calcutta Stock Exchange Association Limited, Kolkata.
2) Madhya Pradesh Stock Exchange Association Limited, Indore.
PARTICULARS OF EMPLOYEES:
A statement containing details of employees in receipt of remuneration equal to or exceeding the limits prescribed under
Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is
attached hereto vide Annexure-D and forms part of this report.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the followings:
—
In the preparation of the annual accounts, the applicable accounting standards have been followed;
—
That the Directors have selected such accounting policies and 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 as
at 31st March, 2006 and of the profit of the Company for that period;
—
That the Directors have taken proper and sufficient care 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;
—
That the annual accounts for the year ended 31st March, 2006 have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Management Discussion and
Analysis and Certificate from M/s.Rathi & Associates, Company Secretaries in Practice on compliance thereof is given
in the Annexure-B and Annexure-C respectively, which form an integral part of this Report.
AUDITORS:
M/s B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint
auditors for the current year and to authorize the Board to fix their remuneration.
AUDITORS’ REPORT:
The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for
the year ended 31st March, 2006 are self explanatory and therefore do not call for any further comments under Section
217(3) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The relevant data pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A which forms part of this
report.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks, Statutory
Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company’s employees at
all levels for their relentless efforts and valuable contributions during the year.
For and on behalf of the Board
Place : Mumbai
Dated : 24th June 2006
8
M. C. GUPTA
CHAIRMAN
ANNEXURE – A
b) Own Generation :
PARTICULARS AS REQUIRED UNDER THE COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES,1988.
Conservation of Energy :
(a) During the year under review, several Energy Conservation measures were taken which resulted in
substantial reduction in power consumption per
unit volume of ABS which stood at 643 KWH/Ton
as against 840 KWH/Ton in the previous period.
(i) Power conservation measures which were
adopted are as follows:
a) Balanced utilization of sectional capacities to optimize
production with non liner increase in energy consumption
resulting in eventual reduction in the power consumption
per MT of ABS by 23.5%.
b) Application of cooling water instead of chilled brine
in first stage vapor condenser in SAN Plant – 2.
c) Replaced energy efficient AC drives in SAN Plant
and Compounding.
d) Changed method and mode of PBDE batch transfer
from stripper to Latex storage tank and implemented
agglomeration technology for production of PBDE.
e) Maintained power factor optimally.
(ii) Over all LDO Consumption was reduced by improving
insulation.
(b) Total energy consumption and consumption of energy
per unit of production are given in the prescribed Form
‘A’ hereunder.
B) Technology Absorption :
Details of the efforts made in Technology Absorption
are given in the prescribed Form ‘B’ hereunder.
C) Foreign Exchange Earnings and Outgo :
a) Activities relating to exports, initiatives taken to increase export, development of new export market
for products and services and export plans:
Total export during the period under review was
2163 MT valued at US$ 3.27 millions i.e.
Rs.1440.22 lacs.
b) Total foreign exchange used and earned:
(Rs. in lacs)
Total foreign exchange used
13871.54
Total foreign exchange earned
(FOB Value)
1440.22
FORM – A
(See Rule 2)
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT
TO CONSERVATION OF ENERGY.
Year Ended Period Ended
31.03.2006
31.03.2005
(12 Months)
(9 Months)
A) Power and Fuel Consumption :
1) Electricity
a) Purchased :
Units (KWH) in lacs
215.51
135.53
Total Amount (Rs. in lacs) 966.94
631.33
Rate per KWH (Rs.)
4.49
4.66
Through Diesel Generator
Units (KWH) in lacs
Unit per litre of diesel oil
A)
5.97
3.15
6.95
2.86
8.57
6.64
5318
118.81
3503
59.48
2234.11
1697.95
967352
539554
267.26
27.63
124.21
23.02
Cost per unit (Rs.)
2) Coal used in Boiler :
Quantity (MT)
Total cost (Rs.in lacs)
Rate per MT (Rs.)
3) L.D.O. :
Quantity (Ltrs.)
Total Amount (Rs.in lacs)
Average Rate (per Ltr.)
B) Consumption per unit of Production :
Electricity (KWH/MT of
ABS & SAN Resins)
642.55
Coal (MT/MT of ABS Resin) 0.16
L.D.O.
(Ltrs/MT of SAN Resins)
46.09
840.58
0.21
46.41
FORM – B
(See Rule – 2)
Form for disclosure of particulars with respect to technology
absorption.
A)
RESEARCH AND DEVELOPMENT (R & D) :1. Specific areas in which R & D has been carried
out by the Company and benefits derived as a
result of the above R & D.
a.
Productivity increased by 2.38% by increasing load
factor of PBDE batch.
b.
A stable antioxidant emulsion package has been
successfully implemented resulting in substantial cost saving.
A new resin called KU 633 has been developed to
increase productivity and processibility of super
heat resistant grades.
c.
d.
2.
Increased in throughout of HRG was achieved by
improving in morphology of the rubber.
Expenditure on R & D :
(Rs.in lacs)
A. Capital
B. Recurring
C. Total
D. Total R & D Expenditure as a
percentage of total turnover.
B)
13.42
1.99
15.41
0.05%
TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION :
1) Efforts, in brief, made towards technology
absorption, adaptation, innovation and benefits derived : N.A.
2) Information regarding technology imported during
the last five years: N.A.
9
ANNEXURE – B
REPORT ON CORPORATE GOVERNANCE
(A) Company’s philosophy on code of Corporate Governance:
The Company is fully committed to and continues to practice good Corporate Governance. The Company
believes that proper Corporate Governance generates goodwill among business partners, customers and
investors, facilitates effective management and control of business and generates competitive returns for the
investors. In addition to the basic governance issues, the Company lays significant emphasis on the principles
of trusteeship, transparency, empowerment, accountability and integrity.
During the period under review, the Board continued its pursuit by adopting appropriate corporate strategies and
prudent business plans. Adequate monitoring system was followed to safeguard against major risk and to ensure
implementation of policies and procedures to satisfy its social, legal and ethical responsibilities.
(B) Board of Directors:
In terms of the Company’s Corporate Governance Policy, all statutory and other significant and material information
is placed before the Board to enable it to discharge its responsibilities of closely monitoring the activities of the
Company.
Composition of the Board
i)
As on 31st March, 2006 the Board consisted of 7 Non-Executive Independent Directors (including Chairman) and
2 Whole-Time Directors, who are professionals and/or have expertise in their respective functional areas and
capable of bringing in a wide range of managerial skills and business acumen.
The composition, category of Directors and their other Directorships and Membership/ Chairmanship of Committees as on 31st March, 2006 is as under:
Number of other Companies
ii)
Sr.
No.
Name of Directors
Category
Directorships
Committee
Memberships
Committee
Chairmanships
1
Mr. M. C. Gupta
Chairman
Non-Executive,
Independent Director
1
-
1
2
Mr. Babulal M. Bhansali
Managing Director
Promoter, Executive
7
-
-
3
Mr. P. R. Bhansali
Non-Executive,
Independent Director
2
-
-
4
Mr. C.S. Sastry
- do -
1
-
-
5
Dr. Pravin P. Shah
- do -
10
4
-
6
Dr. W. R. Correa
- do -
2
2
-
7
Mr. Supriya Gupta
- do -
11
5
5
8
Mr. B. S. Bhesania
- do -
6
4
-
9
Mr. Kenji Asakawa
Whole-Time Director
with a designation of
“Executive Director”
Non-Promoter, Executive
-
-
-
Board Meetings and attendance of Directors :
The Board meets at least once in a quarter to consider amongst other business the performance of the Company
and quarterly financial results. When necessary, additional meetings are held. Agenda for each meeting along with
explanatory notes are drafted and distributed well in advance to the Directors. Every Board Member is free to suggest
the inclusion of items on the agenda.
10
During the year under review, 5 Board Meetings were held on 17th May 2005, 13th June 2005, 22nd July 2005, 26th
November 2005 and 28th January 2006. The Twenty First Annual General Meeting was held on 23rd July 2005.
Attendance of each Director at Board Meetings and Annual General Meeting (AGM) was as follows:
Sr.
Name of the Directors
No.
No. of Board Meetings
Attendance at AGM
Attended
held on 23.07.2005
4
5
Yes
Yes
1
2
Mr. M.C.Gupta
Mr. Babulal M. Bhansali
3
Mr. P.R. Bhansali
4
Yes
4
Mr. C.S. Sastry
4
Yes
5
Dr. Pravin P. Shah
1
Yes
6
Dr. W.R. Correa
4
No
7
Mr. Supriya Gupta
2
Yes
8
Mr. B.S. Bhesania
4
No
9
Mr. Kenji Asakawa
2
No
(C) Details of Remuneration paid to the Directors during the year ended 31st March 2006:
The Non-executive Directors are paid sitting fees for attending each meeting of the Board of Directors and
Committees thereof. The details of the sitting fees paid during the year under review to the Non-executive
Directors and the remuneration paid to the Executive Directors are given below:
(Rs. in lacs)
Sr.
Name of the Directors
No.
1
Mr. M.C.Gupta
2
Mr. Babulal M. Bhansali
3
Sitting fees
Salaries &
Contributions
(including
Committee
Meetings)
Allowances,
etc.
to Provident
and
Superannuation
Funds
0.16
-
-
-
21.00
1.42
Mr. P.R. Bhansali
0.16
-
-
4
Mr. C.S. Sastry
0.08
-
-
5
6
Dr. Pravin P. Shah
Dr. W.R. Correa
0.06
0.08
-
-
7
Mr. Supriya Gupta
0.04
-
-
8
Mr. B.S. Bhesania
0.10
-
-
9
Mr. Kenji Asakawa
-
72.00
-
No. of Equity Shares held by Non-Executive Director as on 31st March 2006:
Sr. No.
Name of the Directors
No. of Shares
1
Mr. M.C.Gupta
Nil
2
Mr. P.R. Bhansali
3
Mr. C.S. Sastry
4
Dr. Pravin P. Shah
5
Dr. W.R. Correa
Nil
6
Mr. Supriya Gupta
Nil
7
Mr. B.S. Bhesania
Nil
552690
5000
161500
(D) Committees of the Board:
Currently, the Board has three Committees – the Audit Committee, the Shareholders Grievance Committee and the
Remuneration Committee. The Board is responsible for the constitution, co-opting and fixing the terms of reference
for Committee members of the said Committees.
(i) Audit Committee:
During the year under review, the Board of Directors at their meeting held on 28th January 2006 reconstituted the Audit
Committee by inducting Mr. B. S. Bhesania as a member of the Committee.
11
The following Directors are members of the Audit Committee:
Name of the Directors
1
Mr. M. C. Gupta
Chairman, Non-Executive, Independent Director
2
Dr. Pravin P. Shah
Non-Executive, Independent Director
3
Mr. P. R. Bhansali
Non-Executive, Independent Director
4
Mr. B. S. Bhesania
Non-Executive, Independent Director
All members of the Committee are Independent Directors. The Managing Director, Statutory Auditors and
Internal Auditors are permanent invitee of the Audit Committee Meetings.
The role, powers and functions of the Audit Committee are as stated in clause 49 of the Listing Agreement and
Section 292A of the Companies Act, 1956. The Committee reviews the financial statements before they are
placed before the Board.
During the year under review, four meetings of the Audit Committee were held on 17th May 2005, 22nd July 2005, 26th
November 2005 and 28th January 2006. The details of attendance of the Audit Committee Members are as under:
Sr. No.
Name of the Directors
No. of meetings held
No. of Meetings Attended
1
Mr. M.C. Gupta
4
4
2
Dr. Pravin P. Shah
4
1
3
Mr. P.R. Bhansali
4
4
4
Mr. B. S. Bhesania
(appointed w.e.f. 28 th January, 2006)
Nil
Nil
(ii) Remuneration Committee:
The broad terms of reference of the Remuneration Committee is to ensure that the remuneration practices of
the Company in respect of the Senior Executives including the Executive Directors are competitive keeping in
view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.
The following Directors are members of the Remuneration Committee:
Name of the Directors
1
Mr. B. S. Bhesania
Chairman, Non-Executive, Independent Director
2
Dr. Pravin P. Shah
Non-Executive, Independent Director
3
Mr. P. R. Bhansali
Non-Executive, Independent Director
During the year under review, the Remuneration Committee met once on 22 nd November 2005 in which
Mr. B.S. Bhesania and Dr. Pravin P. Shah were present.
Remuneration Policy:
Non-Executive Directors are paid sitting fees for each meeting of the Board and the Committees thereof attended by
them. The appointment and remuneration of the Managing Director and Whole Time Directors is governed by
resolutions passed by the Board of Directors and Shareholders of the Company, which covers terms of such
appointments read with the service rules of the Company. Remunerations paid to the Managing Director and Whole
Time Directors are recommended by the Remuneration Committee, approved by the Board and are within the limits
set by the shareholders at the General Meetings.
Presently, the Company does not have any stock option plan or performance linked incentives for its Directors.
(iii) Shareholders Grievance Committee:
The following Directors are members of Shareholders Grievance Committee:
Sr. No.
Name of the Directors
1
Mr. P. R. Bhansali – Chairman, Non-Executive, Independent Director
2
Mr. Babulal M. Bhansali – Promoter, Executive
Mr. P. R. Bhansali is the Chairman of the Shareholders Grievance Committee. The Committee is authorised to
approve the transfer of shares, review & records shareholders grievances, if any, and monitor the work of the
Registrar and Transfer Agents. In total, 41 meetings of Shareholders Grievance Committee were held during
the year under review.
Mr. P. M. Parakh, A.V.P. (Finance), of the Company acts as the Compliance Officer.
12
(E) General Body Meetings :
Details of last three Annual General Meetings are given hereunder :
AGM
For the year
Venue
Date
Time
21 st
2004-2005
Walchand Hirachand Hall,
Indian Merchants’ Chamber,
Veer Nariman Road,
Mumbai- 400 020.
23.07.2005
11.30 a.m.
20 th
2003 - 2004
-do-
16.10.2004
11.30 a.m.
th
2002 - 2003
-do-
26.07.2003
4.30 p.m.
19
Special Resolution:
No Special Resolution was passed at the 19th and 21st Annual General Meetings. At the 20th Annual General Meeting
held on 16th October 2004, the following Special Resolutions were passed:
-
For appointment of Mr. Kenji Asakawa as the Whole Time Director with a designation of “Executive Director”.
-
For obtaining consent of the members to delist the equity shares of the Company from (i) Ahmedabad Stock
Exchange Limited, Ahmedabad (ii) The Delhi Stock Exchange Association Limited, New Delhi; (iii) The
Calcutta Stock Exchange Association Limited, Kolkata; (iv) Madhya Pradesh Stock Exchange, Indore.
Postal ballots:
No Special Resolution requiring postal ballot was placed before the last Annual General Meeting. No Special
Resolution requiring postal ballot is being proposed at the ensuing Annual General Meeting.
(F) Disclosures regarding appointment or re-appointment of Directors:
Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956, Dr. W. R. Correa, Mr. P. R. Bhansali
and Mr. M. C. Gupta, retire by rotation at the ensuing Annual General Meeting. Dr. W. R. Correa has shown his
unwillingness to be re-appointed. Mr. P. R. Bhansali and Mr. M. C. Gupta, being eligible, have offered themselves for
re-appointment. The required details of Mr. P. R. Bhansali and Mr. M. C. Gupta are provided alongwith Notice of the
Annual General Meeting.
Mr. Jayesh B. Bhansali who has been appointed as an Additional Director w.e.f. 24th June 2006 would vacate his
office on the date of the ensuing Annual General Meeting of the Company. The Company has received Notice under
Section 257 of the Companies Act, 1956 from a shareholder proposing the candidature of the said Additional
Director for the office of Director of the Company.
(G) Disclosures:
(i) Related Party Transactions:
There are no transactions of material nature with Directors/Promoters or any related entity, which will have any
potential conflict with the interests of the Company at large.
(ii) Compliances by the Company:
There is no non-compliance by the Company. Further, there is no penalties, strictures imposed by the Stock
Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three
years/period.
(iii) Whistle Blower Policy and Access of personnel to the Audit Committee:
The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the
Company’s personnel have access to the Chairman of the Audit Committee in cases such as concerns about
unethical behaviour, frauds and other grievances. No personnel of the Company have been denied access to
the Audit Committee.
(iv) Compliance with the Mandatory requirements and Implementation of the Non-mandatory requirements:
The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing
Agreement. The Company has not implemented the non-mandatory requirements enlisted by way of annexure
to Clause 49 of the listing agreement excepting the constitution of Remuneration Committee.
(H) Means of Communication:
Financial Results
(i) The quarterly unaudited financial results and annual audited financial results were published in Economic
Times – All editions, Nav Bharat Times – All editions, Maharashtra Times – Mumbai, Business Standard – All
editions. These results were also placed on the Company’s website www.bhansaliabs.com
13
(ii) Pursuant to clause 51 of the Listing Agreement, all data related to quarterly financial results, shareholding
pattern etc. have been hosted on the Electronic Data Information Filing and Retrieval System (EDIFAR) website
at www.sebiedifar.nic.in within the time frame prescribed in this regard.
(iii) No presentations were made to the institutional investors or to analysts during the year under review.
(iv) The Management Discussion and Analysis Report forms a part of this Annual Report.
(I) Certificate on Corporate Governance :
As required by Clause 49 of the Listing Agreement, a certificate issued by M/s. Rathi & Associates, practising
Company Secretaries, regarding compliance of conditions of Corprorate Goveranance certificate is given as an
annexure to the Directors’ Report.
(J) CEO Certification :
As required by Clause 49 of the Listing Agreement, the CEO i.e. the Managing Director’s declaration on compliance
of the Company’s code of conduct is provided as an annexure to this report.
(K) General Shareholders Information:
(i) Annual General Meeting:
Day, Date and Time
Saturday, 23rd September, 2006 at 11.30 a.m.
Venue
Walchand Hirachand Hall, Indian Merchants’ Chamber,
Veer Nariman Road, Mumbai – 400 020.
(ii) Financial Calendar:
Calendar of events for the year ending 31 st March 2007:
Unaudited Financial Results for the quarter ending
30th June 2006
By 31st July 2006
Unaudited Financial Results for the quarter ending
30th September 2006
By 31st October 2006
Unaudited Financial Results for the quarter ending
31st December 2006
By 31st January 2007
Audited Financial Results for the year ending
31st March 2007
By 30th June 2007
Annual General Meeting for the year ending
31st March 2007
By 30th September 2007
(iii) Date of Book Closure:
The Company’s Register of Members and Share Transfer Books shall remain closed from Saturday,
16 th September, 2006 to Saturday, 23 rd September, 2006 (both days inclusive).
(iv) Payment of Dividend:
Payment of dividend, if any, declared at the Annual General Meeting, will be made to those shareholders whose
names appear on the Company’s Register of Members as on 15th September, 2006 or their nominees. In
respect of shares in dematerialized form, dividend will be paid to the beneficial owners as at the end of business
hours on 15th September, 2006 as per the details to be received from Depositories for the purpose. Dividend
warrants shall be dispatched within thirty days from the date of the Annual General Meeting.
(v) Share Transfer System:
Shares lodged for transfer at the Registrar’s address are normally processed within 21 days from the date of
lodgement, if the documents are clear in all respects. All requests for dematerialisation of shares are
processed and the confirmation is given to the depositories within 15 days. Shareholders Grievance
Committee of the Board of Directors of the Company is empowered to approve transfer of shares and
other investor related matters. Grievances received from investors and other miscellaneous correspondence
on change of address, mandates etc. are processed by the Registrars within 15 days.
Total number of shares transferred in physical form for the year from 1st April 2005 to 31st March 2006.
14
Number of Transfer Deed
612
Number of Shares Transferred
646300
(vi) Investor Services - queries/complaints during the year ended 31st March 2006:
The correspondence identified as Investor complaints are letters received through statutory/regulatory bodies
and those related to loss of shares, court/consumer forum matters and other matters identified as complaints
for reporting under clause 41 of the Listing Agreement. The details of complaints received and attended during
the period from 1st April 2005 to 31st March 2006 are as under:
Total no. of complaints received
177
Total no. of complaints attended
177
No complaints were unresolved at the end of the year under review.
(vii) Listing on Stock Exchanges:
The Equity Shares of the Company are listed at following stock exchanges:
Sr. No.
Name of the Stock Exchange
1.
Bombay Stock Exchange Limited (BSE)
2.
National Stock Exchange of India Limited (NSE)
3.
The Calcutta Stock Exchange Association Ltd., Kolkata
4.
Madhya Pradesh Stock Exchange Ltd., Indore
The Listing Fees for the Stock Exchanges, where the Company’s equity shares are listed have been paid. The
Company has filed necessary application for delisting its equity shares from Stock Exchanges at Kolkata and Indore.
Stock Codes:
Name of the Stock Exchange
Codes
Bombay Stock Exchange Ltd. (BSE)
500052
National Stock Exchange of India Ltd. (NSE)
BEPL – EQ
The Calcutta Stock Exchange Association Ltd.
12007
The Madhya Pradesh Stock Exchange Ltd.
INE026701016
viii) Market Price Data (At BSE):
As per BSE Quote
Month
High (Rs.)
Low (Rs.)
Volume
(in no.of
shares)
April – 2005
47.80
30.00
3353186
May – 2005
41.25
34.60
2058758
June – 2005
41.65
34.90
2066646
July – 2005
44.90
39.20
1324819
August – 2005
40.50
35.80
558362
September – 2005
37.00
30.00
1172941
October – 2005
32.65
23.00
627346
November – 2005
31.90
25.10
351547
December – 2005
30.40
23.85
792491
January – 2006
36.05
24.00
895372
February – 2006
36.50
29.00
506344
March – 2006
37.00
31.25
444526
15
(ix) Performance in comparison to BSE Sensex:
MONTHLY HIGH-LOW BEPL SHARE PRICE/BSE SENSEX
BEPL LOW
BEPL HIGH
BSE LOW
BSE HIGH
50.00
12000
45.00
11000
10000
9000
35.00
8000
30.00
7000
25.00
6000
20.00
5000
BSE SENSEX
BEPL QUOTE
40.00
4000
15.00
3000
10.00
2000
Mar-06
Feb-06
Jan-06
Dec-05
Nov-05
Oct-05
Jul-05
Jun-05
Apr-05
Sep-05
0
Aug-05
1000
0.00
May-05
5.00
PERIOD
x)
Market Price Data (At NSE Nifty):
As per NSE Quote
Month
April –2005
May –2005
June –2005
July –2005
August –2005
September –2005
October –2005
November –2005
December –2005
January –2006
February –2006
March –2006
Volume
High (Rs.)
Low (Rs.)
48.90
40.25
41.80
44.00
41.00
38.00
33.30
31.50
30.50
36.40
36.25
36.40
28.60
34.50
35.00
39.75
36.05
30.00
23.25
25.15
24.00
24.00
29.40
30.50
(in no.of
shares)
5942943
5655043
3303695
2802117
287444
806841
1163686
1247071
3424145
834502
1010760
646958
xi) Performance in comparison to NSE Nifty:
M O N TH L Y H IG H -L O W B E P L S H AR E P R IC E / N S E N IF T Y
B E P L LO W
B E P L H IG H
N S E LO W
N S E H IG H
50 .00
40 00.0 0
45 .00
35 00.0 0
40 .00
30 .00
25 00.0 0
25 .00
20 00.0 0
20 .00
15 00.0 0
15 .00
10 00.0 0
10 .00
P E R IO D
16
M ar-06
F e b-0 6
J an -06
D ec -05
N ov-05
O c t-05
S ep -05
A ug -05
J ul-05
0.0 0
J un -05
0.0 0
M ay -05
50 0.00
A pr-05
5.0 0
NSE NIFTY
BEPL QUOTE
30 00.0 0
35 .00
(xii) Distribution of Share holding (As on 31st March 2006):
No. of Equity Shares held
2500
Shareholders
Shares
Number
% to total
Shareholders
Number
% to total
Capital
13352
92.38
10730067
6.47
1
-
2501
-
5000
610
4.22
2368039
1.43
5001
-
10000
187
1.29
1443210
0.87
10001
-
20000
81
0.56
1216134
0.73
20001
-
30000
24
0.17
622405
0.38
30001
-
40000
28
0.19
995183
0.60
40001
-
50000
16
0.11
766163
0.46
50001
-
100000
40
0.28
3073370
1.85
&
above
115
0.80
144691069
87.21
14453
100.00
165905640
100.00
100001
Total
(xiii) Categories of Share holding (As on 31st March 2006):
Category
Promoters
Banks, Financial Institutions, FIIs,
Mutual Funds, Insurance Companies
Private Corporate Bodies
Indian Public
Total
Shareholders
Number
% to total
Shareholders
28
0.18
07
0.05
251
14167
14453
1.74
98.03
100.00
Shares
Number
% to total
Capital
70439900
42.46
398180
0.24
52137655
42929905
165905640
31.43
25.87
100.00
(xiv) Dematerialisation of Shares:
The Company has established connectivity with Central Depository Services (India) Limited and National
Securities Depository Limited for dematerialisation of shares and the same are available in electronic
segment under ISIN No. INE922A01025. As on 31 st March 2006, 15,59,39,920 Equity Shares representing
93.99% had been dematerialized.
(xv)
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on
equity:
There are no GDR/ADR/Warrant or any Convertible Instruments pending conversion or any other instrument
likely to impact the equity share capital of the Company.
(xvi) Plant Locations:
(i) Works - Satnoor : Bhansali Nagar, Taluka Sausar, Dist.: Chhindwara, Madhya Pradesh-480108.
(ii) Works - Abu Road : SP-138-144, Ambaji Industrial Area, Abu Road, Dist.: Sirohi, Rajasthan-307026.
(xvii) Address for Correspondence for Shareholders/Registrar & Share Transfer Agent:
Intime Spectrum Registry Limited,
Unit: Bhansali Engineering Polymers Limited,
C-13, Pannalal Silk Mills Compound, L.B.S.Marg,
Bhandup (West), Mumbai - 400 078.
Tel.: 2596 3838, Fax : 2594 6969
Web Site : www.intimespectrum.com
Email : [email protected]
Investors of the Company shall also be attended to from the following office of the Registrar & Share
Transfer Agent:
Intime Spectrum Registry Limited,
Unit: Bhansali Engineering Polymers Limited,
203, Daver House, 197/199, D.N.Road,
Mumbai – 400 001.
Tel : 2269 4127
17
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :(a) Industry structure
ABS consumption in India has grown from 12362 MT during 1992-93 to 79828 MT during 2004-05, an increase of
about 545% in a span of 12 years, i.e. CARG 17%. ABS exhibits wide range of properties, which allows the use of
ABS for diverse applications, viz. Home Appliances, Automobiles, Telecom Industry, Electrical, Electronics goods,
Business machines, Luggage, bus body and lots of other applications such as helmets, novelties, stationery items,
etc. In a special study report on “Demand Forecast for Polymers in India till 2009-10”, published by Petrochemicals
Data Service, Vadodara reflect demand for ABS is expected to continue it’s growth @ 17% CARG in future too.
The choice of ABS polymer for a particular application is dictated by the quality/performance requirement as varied
range of composition is available with wide spectrum of properties.
(b) Industry development
With the passage of time the reality reinvents itself but the core truth never changes. The only difference is that those
who dare to dream turn out as achievers more so in a competitive environment. ABS market growth though impressive
presents a chicken and egg story, i.e. the demand will grow if the product is available at a competitive price level even
after considering the phenomenon of inter polymer shift. It is pertinent to cite the example of Chimei who started their
journey of ABS manufacturing with 5000 TPA capacity in early 1990 and now have a capacity of 1.25 million TPA.
Chimei is a global leader in terms of capacity build up, cost and quality in general purpose ABS market. They could
convert a coveted engineering polymer (ABS) into a bulk polymer and compete well against several bulk polymers
viz. PP co-polymer and HIPS. Your company is inspired by such glorious achievement especially because the
consumption of ABS in Taiwan is insignificance and Chimei’s success story relates itself to the growing demand of
ABS in China who today consume 3.5 million tons of ABS while a decade and half ago when your Company began
manufacturing ABS they were at 0.1 million tonne consumption level. In India your Company and another manufacturer
both are no doubt growing but at a snail pace because so far none has dared to set up the plant at international
competitive level, i.e. 200 KTPA. Your company is indeed working seriously to launch a mega expansion project to
achieve 200 KTPA capacity in the manner that cost wise it is competitive even against Chimei (because of low utility
cost being aimed through power co-generation concept) and quality-wise at par with them and other respectable
players viz. Lanxess, LG and Cheil. India presents the growth opportunity because consuming segment of ABS from
automobile and telecommunication industries is likely to present phenomenal growth opportunity (a) because of
telecommunication revolution in the domestic market and (b) because India in the next 10 years time will become
global hub for automobile manufacturing. In these two market segments, India can boast of higher growth rate than
China, though highest consuming segment of ABS in China is toy manufacturing for export especially to USA and
Europe. In this segment Indian ABS market has practically not awakened at all. While implementing the growth plan
your Company will direct efforts as to how to act as a stimulant in the toy industry in India who must slice out a share
of global market, which is practically monopolised by China.
(c) Outlook & Opportunities:
The opportunity scene has already been presented in the foregoing and the realization has dawned upon your
Company that there is no survival without growth. The growth in a highly competitive environment especially when
international players are itching to enter Indian market, establishing the technology process to produce the best at
a least cost has been the priority area for your Company in last two years. As already reported in the foregoing your
Company has revamped its technology with which it is confident to manufacture quality at par with best in the world.
Moreover, with implementation of the growth strategy in terms of capacity and lower operating cost to be enjoyed
owing to innovative utility engineering scheme of power co-generation, your Company will be able to intimidate entry
of any foreign player in Indian ABS manufacturing scene. It is expedient for your Company to expand its capacity with
the approach laconically covered in the text herein.
(d) Segment-wise or product-wise performance
The Company has only one business segment covering ABS and SAN polymers. The figures of production and
sales for both ABS and SAN are furnished in the Notes to Accounts.
(e) Risks and concerns
The Company knows it has to grow and it is gearing up to imaginatively plan and implement 200 KTPA capacity
expansion programme. The major threat is delay that it may occur for Indian ABS market to grow and in the intervening
period the Company will have to focus on transnational markets. With the unpredictable and widely fluctuating
monomer market selling ABS in the spot market many a times presents risk of poor EVA (Economic Value Addition).
Challenge, therefore, is to withstand uncertainty like trading with a coin depicting different denomination on either
side, since relationship between ABS price and monomer price on standard EVA basis does not get established in
sequel. Therefore, with economics of scale your Company’s growth strategy would also be focused on accentuating
the growth of ABS market in India by directing efforts towards application research and development.
18
(f) Internal Control Systems and their adequacy
The Company has an elaborate system of internal controls to ensure optimal utilization of Company’s resources
and protection thereof, facilitating accurate and speedy compilation of accounts, management information reports
and compliance with statutes, laws and regulations. The Company has a well defined organization structure,
authority levels and internal guidelines and rules for conducting business. The Internal Auditors’ conduct regular
audits to ensure adequacy of internal control systems, adherence to management instructions and compliance with
laws and regulations of the country.
(g) Discussions on financial performance with respect to operational performance
There has been substantive growth in the business of the Company, resulting in improved profitability.
(h) Human Resources
The Company is conscious of the fact that it has to step up its efforts to foster human resource development work in
the manner befitting the requirement which may arise out of implementing mega expansion project. Presently your
Company is rationalizing human resource deployment in the manner that right man is on the right job. It is working
in the direction of reducing multiplicity of supervision layer and developing a flat structure following Japanese
philosophy of building manufacturing business organization. In order to remain competitive the entire human resource
policy, plan and development strategy focuses on staying slim and empowering its employees much more with
matching accountability. Therefore, greater stress is being laid on skill formation through on the job training for
enhancing performance at all levels.
Annexure ‘C’
PRACTICING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members of
Bhansali Engineering Polymers Limited.
We have examined the compliance of conditions of Corporate Governance by Bhansali Engineering Polymers Limited
(the Company) for the year ended March 31, 2006, as stipulated in Clause 49 of the Listing Agreement of the said
Company with the Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinations were
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreements.
As per the records of the Company, there were no investor grievances remaining unattended for a period exceeding one
month against the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For and on behalf of
M/s. Rathi & Associates
Company Secretaries
Place: Mumbai
Date: 24th June 2006
Narayan Rathi
Partner
FCS No.: 1433
CODE OF CONDUCT DECLARATION
Pursuant to Clause 49 (I) (D) of the Listing Agreement entered into with the Stock Exchanges, I hereby declare that all the
board members and senior management personnel of the Company have affirmed compliances with the Code of
Conduct for the current year.
For Bhansali Engineering Polymers Ltd.
Place: Mumbai
Date : 24th June 2006
B.M.Bhansali
Managing Director
19
Annexure - D
Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and forming part of the Directors’ Report for the year ended 31st March 2006.
Sr.
No.
Name of the
Employee
1
Mr. Kenji Asakawa
Designation /
Nature of Duties
Gross
Remuneration
(Rupees)
Qualification
7,200,000
B.E., M.E
Age
Total
(Years) Experience
(Years)
Date of Last employment
commen- and Designation
cement of
employment
Employed for full financial year
Executive Director
(Technical)
2
Mr. Suryakant Ladi
Executive Director
60
35
(Chemical Engineering)
2,552,008
B. Tech (IIT),
Ltd. - Manager
Technology
49
23
MBA - IIM(A)
3
Mr. Kiran Bhansali
4
Mr. Sunil Tandon
Executive Director
2,412,585
06/11/03 Nippon A & L Co.
01/06/00 Perstorp Aegis
Chemicals Ltd. Vice President
(Marketing)
B.E.(Mechanical), DBM
30
7
Master in Political Sc.
48
24
01/08/04 Bhansali Bright
Bars Pvt. Ltd. Executive Director
(Operations)
Employed for part of the financial year
Chief Executive
Officer
12,308,259
(Allahabad), MBA (UK)
04/11/04 Capital Partner
- Chairman
Notes
1
2
Gross remuneration includes Salary, House Rent Allowance, Special Allowance, Company’s contribution to
Provident fund, Leave encashment, Leave Travel Concession, Medical Reimbursement and Taxable value of
perquisites.
All appointments are contractual. Other terms & conditions are as per the Company Rules.
For and on behalf of the Board
M. C. Gupta
Chairman
P. R. Bhansali
Director
Place : Mumbai
Dated : 24th June 2006
20
B. M. Bhansali
Managing Director
AUDITORS’ REPORT
To,
The Members of
Bhansali Engineering Polymers Limited
1
We have audited the attached Balance Sheet of Bhansali Engineering Polymers Limited as at 31st March, 2006 and
also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
2
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in the
financial statement. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3
As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of
Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a
statement on the matters specified in paragraphs 4 & 5 of the said Order.
4
Further to our comments in the Annexure referred to above, we report that: a) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books;
c)
The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of
account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are
in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
e) On the basis of written representations received from the directors as on 31st March, 2006 and taken on record
by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2006 from being
appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;
f)
In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India;
i.
in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;
ii.
in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.
For and on behalf of
B. L Dasharda & Associates
Chartered Accountants
Place : Mumbai
Dated : 24th June 2006.
B. L. Dasharda
Partner
Membership No. : 13708.
21
ANNEXURE TO THE AUDITORS’ REPORT
Statement referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2006 of
Bhansali Engineering Polymers Limited.
1
a) The Company has maintained proper records showing full particulars including quantitative details and
situation of Fixed assets.
b) Fixed Assets have been physically verified by the Management according to the regular program of periodical
verification in a phased manner which in our opinion is reasonable having regards to the size of the Company
and the nature of its Fixed Assets. The discrepancies noticed on such physical verification were not material.
c) No substantial part of Fixed Assets has been disposed off during the year, which has bearing on the going
concern assumption.
2
a) The stocks of finished goods, raw materials, work-in-process, stores and spare parts of the Company have
been physically verified by the management during the year.
b) The procedures of physical verification of the above stocks followed by the management are reasonable and
adequate in relation to the size of the Company and nature of its business.
c) The Company is maintaining proper records of inventory. The discrepancies between the physical stocks and
the book stocks were not material and have been properly dealt with in the books of account.
3
a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in
the register maintained under Section 301 of the Companies Act, 1956.
b) The Company had taken an interest free unsecured loan from the Managing Director listed in the register
maintained under Section 301 of the Companies Act, 1956.The maximum balance outstanding during the year
was of Rs 20.00 lacs which was repaid during the year.
c) The terms and conditions of the loan taken were not prima facie prejudicial to the interests of the company.
4
In our opinion and according to the information and explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and the nature of its business with regard to purchase of
inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing
failure to correct major weaknesses in internal control systems.
5
a) According to the information and explanations given to us ,we are of the opinion that the particulars of contracts
or arrangements that needs to be entered in the register maintained under section 301 of the Companies Act,
1956 have been so entered.
b) In our opinion and according to the information and explanations given to us, having regard to the explanation
that many of the items are of a special nature and their prices cannot be compared with alternative quotations,
the transactions made in pursuance of contract or arrangement entered in the register maintained under
section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of any party
during the year have been reasonable having regard to the prevailing market prices at the relevant time.
6
In our opinion and according to the information and explanations given to us, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under to the extent applicable with regards to the
deposit accepted from the public.
7
In our opinion, the Company has an internal audit system commensurate with its size and nature of business.
8
On the basis of the records produced, we are of the opinion that, prima facie, the cost records and accounts
prescribed by the Central Government u/s 209(1)(d) of the Companies Act,1956 have been maintained by the
Company. However, we are not required to carry out and have not carried out any detailed examination of such
accounts and records.
9
a) In our opinion and according to the information and explanations given to us, undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income
Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, Service Tax and any other statutory dues have
been generally regularly deposited in time during the year with the appropriate authorities and there are no
undisputed statutory dues payable for a year of more than six months from the date they became payable as
at 31st March, 2006.
22
b) In our opinion and according to the information and explanations given to us, there are no dues outstanding in
respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Service Tax on account of any
dispute other than the following:Name of the Statute
Nature of the Dues
Amount
(Rs in lacs)
Period to which
the amount relates
Forum where
Dispute is Pending
The Central Excise
Act, 1944
Classification of
ABS polymers
77.62
1996-1997 &
1998-2000
Supreme Court
The Central Excise
Act, 1944
Cenvat Credit on
Material dispatched
u/s.173 H
4.80
1997-1998
Assistant
Commissioner
(Chhindwara)
The Central Excise
Act, 1944
Reprocessed
Granules cleared
under notification.
33.92
1999-2000
Assistant
Commissioner
(Chhindwara)
The Income Tax
Act,1961
Income Tax
1.10
A.Y.2002-03
The Commissioner of
Income Tax (Appeals)
The Income Tax
Act,1961
Income Tax
0.66
A.Y.2003-04
The Commissioner
of Income Tax (Appeals)
10 The Company does not have accumulated losses as at the end of the financial year and has not incurred cash
losses in the current financial year and in the immediately preceding financial period.
11 The Company has not defaulted in repayment of any dues to financial institutions or banks.
12 According to the information and explanations given to us, the Company has not granted any loans and advances on
the basis of security by way of pledge of shares, debentures and other securities.
13 The Company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, the clause 4 (xiii) of the Order is not
applicable to the Company.
14 In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.
15 In our opinion and according to the information and explanations given to us, the Company has not given any
guarantees for loans taken by others from banks or financial institutions.
16 In our opinion, on the basis of information and explanations given to us, the Company has not raised any term loans
during the year.
17 On the basis of an overall examination of the Balance Sheet of the Company, we report that the Company has not
utilised funds raised on short term basis for long term investment.
18 The Company has not made any preferential allotment of shares during the year to any parties or companies
covered in the register maintained under Section 301 of the Companies Act, 1956.
19 The Company has not issued any debentures during the year.
20 The Company has not raised any money through a public issue during the year.
21 Based upon the audit procedures performed and on the basis of information and explanations provided by the
Management, we report that no fraud on or by the Company has been noticed or reported during the course of our
audit.
For and on behalf of
B. L. Dasharda & Associates
Chartered Accountants
B. L. Dasharda
Place : Mumbai
Partner
Dated : 24th June 2006.
Membership No.: 13708.
23
BALANCE SHEET AS AT 31 ST MARCH 2006
As At
31.03.2006
(Rs.in lacs)
——————
Schedule
——————
I
SOURCES OF FUNDS
Shareholders’ Funds :
Share Capital
Reserves and Surplus
A
B
1659.06
21877.57
——————
23536.63
1659.06
22382.77
——————
24041.83
Loan Funds:
Secured Loans
Unsecured Loans
C
D
7905.62
2000.00
——————
9905.62
3888.52
2100.00
——————
5988.52
Deferred Tax Liability
II
As At
31.03.2005
(Rs.in lacs)
——————
APPLICATION OF FUNDS
Fixed Assets :
Gross Block
Less: Depreciation
E
Net Block
Add : Capital-Work-In-Progress
Current Assets,
Loans & Advances:
Inventories
Sundry Debtors
Cash & Bank Balances
Loans & Advances
Less: Current Liabilities
& Provisions :
Current Liabilities
Provisions
F
G
H
I
208.11
——————
30238.46
——————
30828.22
7963.93
——————
22864.29
376.26
——————
23240.55
30473.96
6110.58
——————
24363.38
0.00
——————
24363.38
19682.87
——————
4897.98
5601.32
967.26
695.72
12162.28
——————
J
8262.41
902.33
——————
Net Current Assets
TOTAL
Notes on Accounts
4158.59
13255.32
1046.35
1222.61
316.43
——————
33758.68
——————
9164.74
——————
10518.13
——————
33758.68
——————
5819.36
467.84
——————
6287.20
——————
5875.08
——————
30238.46
——————
O
—————————————————————————————————————————————————————————————————————
As per our report of even date attached
For and on behalf of
B. L. Dasharda & Associates
Chartered Accountants
B. L. Dasharda
Partner
M. No. 13708
Place : Mumbai
Dated : 24 th June 2006
24
M. C. Gupta
Chairman
P. R. Bhansali
Director
B. M. Bhansali
Managing Director
PROFIT AND LOSS ACCOUNT
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2006
Schedule
——————
I
II
INCOME
Sales
Increase/(Decrease) in Stocks
Other Income
EXPENDITURE
Raw Materials Consumed
Excise Duty
Manufacturing, Administrative &
Selling Expenses
Interest
Depreciation
Less: Transferred from Revaluation Reserve
III Profit before Tax
Provision for Taxation
- Fringe Benefit
- Current Year
- Earlier Years
K
L
M
N
1884.57
1245.92
——————
25.98
465.90
0.00
—————
Profit after Tax
Less: Deferred Tax
IV Profit after Deferred Tax
Add:Profit brought forward from Previous period
V Appropriations
Proposed Dividend
Tax on Proposed Dividend
Balance carried to Balance Sheet
165.91
23.27
—————
Year Ended
31.03.2006
12 Months
(Rs.in lacs)
——————
Period Ended
31.03.2005
9 Months
(Rs.in lacs)
——————
30655.49
(1094.67)
219.52
——————
29780.34
——————
17551.76
764.85
196.31
——————
18512.92
——————
18139.39
4135.80
11509.46
2363.33
4097.19
1222.60
2421.47
564.27
638.65
——————
28233.63
——————
1546.71
491.88
—————
1054.83
(108.32)
946.51
1605.34
——————
2551.85
——————
189.18
2362.67
——————
2551.85
——————
0.57
1441.30
1015.67
——————
0.00
101.05
6.22
—————
165.91
23.27
—————
425.63
——————
17284.16
——————
1228.76
107.27
—————
1121.49
(154.26)
967.23
827.29
——————
1794.52
——————
189.18
1605.34
——————
1794.52
——————
0.58
VI Earning Per Share (Basic & Diluted)
Face Value Re.1/-per share
VII Notes on Accounts
O
—————————————————————————————————————————————————————————————————————
As per our report of even date attached
For and on behalf of
B. L. Dasharda & Associates
Chartered Accountants
B. L. Dasharda
Partner
M. No. 13708
M. C. Gupta
Chairman
P. R. Bhansali
Director
B. M. Bhansali
Managing Director
Place : Mumbai
Dated : 24 th June 2006
25
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2006
Year Ended
31.03.2006
(12 months)
(Rs in lacs)
———————
Period Ended
31.03.2005
(9 months)
(Rs in lacs)
———————
1546.71
1228.76
638.65
1222.60
(48.20)
(113.10)
11.50
——————
3258.16
425.63
564.27
(21.97)
(40.28)
0.39
——————
2156.80
(8045.35)
739.39
2521.77
——————
(1526.03)
(3982.24)
(1624.88)
3787.09
——————
336.77
(60.03)
0.00
——————
276.74
Cash flow from operating activities :
Net profit/(Loss) before tax :
Adjustment for :
Depreciation
Interest paid
Interest received from bank
Unrealised foreign exchange gain
(Profit) / Loss on sale of Assets
Operating profit before working capital changes
Adjustment for :
Trade and other receivables
Inventories
Trade payables
Cash Generated from Operations
Taxes paid
Income Tax Paid
Fringe Benefit Tax Paid
Net cash from operating activities
Cash flow from investing activities
Purchase of Fixed Assets
Interest paid
Sale of Fixed Assets
A
(135.54)
(23.00)
——————
(1684.57)
Net cash used in investing activities
Cash flow from Financing Activities
Proceeds from borrowings
Interest paid
Dividend paid including dividend tax thereon
B
(803.20)
48.20
13.33
——————
(741.67)
(935.26)
21.97
1.98
——————
(911.31)
Net cash used in financing activities
C
3917.11
(1222.60)
(189.18)
——————
2505.33
——————
79.09
1869.67
(564.27)
0.00
——————
1305.40
——————
670.83
Net increase/(decrease) in cash
and cash equivalents (A+B+C)
Cash and Cash equivalents (Opening Balance)
967.26
296.43
——————
——————
Cash and Cash equivalents (Closing Balance)
1046.35
967.26
——————
——————
—————————————————————————————————————————————————————————————————————
As and on behalf of
B. L. DASHARDA & ASSOCIATES
M. C. Gupta
Chairman
Chartered Accountants
B. L. Dasharda
Partner
M. No. 13708
P. R. Bhansali
Director
Place : Mumbai
Dated : 24th June 2006
B. M. Bhansali
Managing Director
26
SCHEDULES FROM ‘A’ TO ‘O’ FORMING PART OF THE ACCOUNTS
As At
31.03.2006
(Rs.in lacs)
——————
As At
31.03.2005
(Rs.in lacs)
——————
2000.00
2000.00
——————
——————
SCHEDULE ‘A’ - SHARE CAPITAL
Authorised:
20,00,00,000 Equity Shares of Re.1/- each
Issued, Subscribed and Paid-up:
16,59,05,640 Equity Shares of Re. 1/- each fully paid up
1659.06
1659.06
——————
——————
SCHEDULE ‘B’ - RESERVES & SURPLUS
Revaluation Reserve :
Opening Balance
17530.53
18551.34
16.61
5.14
Less : Adjustment towards assets
sold / discarded
Less: Transferred to Depreciation Account
1245.92
16268.00
——————
Capital Reserve: Capital Subsidy
Share Premium Account :
General Reserve
Balance as per Profit & Loss Account
1015.67
17530.53
——————
44.90
44.90
2977.00
225.00
2977.00
225.00
2362.67
1605.34
——————
——————
21877.57
22382.77
——————
——————
Cash Credit Limit from Bank
6302.54
3304.05
Corporate Loan from Bank
(The above Cash Credit Limit & Corporate Loan are secured
1517.84
0.00
18.82
28.73
0.00
461.80
SCHEDULE ‘C’ - SECURED LOANS
by a first charge on all the immovable assets of the
Company and hypothecation of all movable
properties, both present and future).
Finance Lease Liability
(Secured by an exclusive charge on the assets
acquired.
Factored Liability
(To the extent secured by Sundry Debtors)
Loan against purchase of Vehicles
From Corporate Bodies
From Banks
(Secured by hypothecation of vehicles)
SCHEDULE ‘D’ - UNSECURED LOANS
Inter Corporate Deposits
Others
7.17
3.29
59.25
66.42
90.65
93.94
——————
——————
——————
——————
7905.62
3888.52
——————
——————
1900.00
1900.00
100.00
200.00
——————
——————
2000.00
2100.00
——————
——————
27
SCHEDULE ‘E’ - FIXED ASSETS
DESCRIPTION
(Rs in lacs)
GROSS BLOCK (AT COST)
DEPRECIATION
As at
01.04.2005
Additions
Deductions
As at
31.03.2006
As at
01.04.2005
For the
year
on
Revalued
Assets
Land [Free hold]
125.80
0.00
0.00
125.80
0.00
0.00
Land [Lease hold]
133.62
0.00
0.00
133.62
0.00
0.00
0.00
3050.09
215.46
36.07
25.72 26366.31
5545.07
Buildings
NET BLOCK
As at
31.03.2006
0.00
Adjustment in
respect of
assets sold /
discarded
0.00
As at
As at
31.03.2006 31.03.2005
0.00
125.80
125.80
0.00
0.00
0.00
133.62
133.62
55.86
0.00
307.38
2742.71
2705.76
482.38 1190.57
2.07
2921.22
128.87
26285.63
106.40
Office Equipments*
716.23
155.86
0.66
871.43
271.20
90.27
0.00
0.58
360.89
510.53
445.03
Vehicles
291.46
35.82
46.31
280.97
78.85
29.93
0.00
29.08
79.70
201.26
212.61
Plant & Machinery
7215.95 19150.36 20740.56
Furniture, Fixtures &
TOTAL
30473.96
426.95
72.69 30828.22
6110.58
638.66 1246.43
31.73
PREVIOUS PERIOD
29541.84
948.19
16.07 30473.96
4677.85
425.63 1015.67
8.57
7963.93 22864.28 24363.38
6110.58 24363.38
* includes Computer Equipments costing Rs.31.65 lacs (previous period Rs.31.65 lacs) acquired under finance lease.
Note : Refer note no.1(c) of Schedule ‘O’.
SCHEDULE ‘F’ - INVENTORIES
(As certified and valued by the Management)
Finished Goods
Work-in-Process
Raw Materials (including Goods in Transit)
Packing Materials
Stores & Spares
(Refer note no 1 (d) of schedule “O”
SCHEDULE ‘G’ - SUNDRY DEBTORS
(Unsecured, Considered Good)
Over six months
Others
SCHEDULE ‘H’ - CASH & BANK BALANCES
Cash in Hand
Balances with Scheduled Banks:
On Current Accounts
On Margin Accounts
Unclaimed Dividend Account
SCHEDULE ‘I’ - LOANS & ADVANCES
(Unsecured, Considered Good)
Deposits
Advances Recoverable in Cash or in Kind
or for value to be received
Balances with Customs & Excise
Advance Income Tax
28
As At
31.03.2006
(Rs.in lacs)
——————
As At
31.03.2005
(Rs.in lacs)
——————
482.14
1671.94
1747.85
12.79
243.87
——————
4158.59
——————
429.24
2819.51
1385.73
28.65
234.85
——————
4897.98
——————
42.03
13213.29
——————
13255.32
——————
5.63
5595.69
——————
5601.32
——————
9.85
13.16
205.57
827.32
3.61
——————
1046.35
——————
122.40
831.70
0.00
——————
967.26
——————
168.11
152.87
722.75
110.74
221.01
——————
1222.61
——————
457.38
0.00
85.47
——————
695.72
——————
As At
31.03.2006
(Rs.in lacs)
——————
SCHEDULE ‘J’ - CURRENT LIABILITIES & PROVISIONS
Current Liabilities:
Sundry Creditors
- Small Scale Industries/ Undertakings
- Others
- Unclaimed Dividend*
Advance from Customers
Other Liabilities
Provisions for:
Gratuity
Leave Encashment
Taxation
Fringe Benefit Tax
Proposed Dividend
Tax on Proposed Dividend
6.35
8188.78
3.61
0.25
63.42
——————
104.14
26.86
579.17
2.98
165.91
23.27
——————
8262.41
——————
902.33
——————
9164.74
——————
As At
31.03.2005
(Rs.in lacs)
——————
72.10
5646.41
0.00
1.27
99.58
——————
129.70
35.68
113.28
0.00
165.91
23.27
——————
5819.36
——————
467.84
——————
6287.20
——————
* There is no amount due and outstanding to be credited
to Investor Education and Protection Fund
SCHEDULE ‘K’ - INCREASE/(DECREASE) IN STOCKS
Closing Stocks:
Finished Goods
Work-in-Process
Less: Opening Stocks:
Finished Goods
Work-in-Process
SCHEDULE ‘L’ - OTHER INCOME
Profit on Sale of Assets
Interest Income
From Debtors
(T.D.S Rs 0.14 lac Previous Period Rs.14.44 lacs)
From Banks
(T.D.S Rs 8.68 lacs Previous Period Rs. 3.49 lacs)
Others
(T.D.S. Rs 1.42 Lacs Previous Period Rs. NIL )
Miscellaneous Income
(T.D.S. Rs. Nil Previous Period Rs.0.53 lac)
Bad debts Recovered
Exchange Rate Difference (Net)
482.14
1671.94
——————
429.24
2819.51
2154.08
3248.75
——————
(1094.67)
——————
429.24
2819.51
——————
987.36
1496.54
0.00
79.28
48.20
21.97
104.33
2483.90
——————
764.85
——————
0.50
48.14
7.99
——————
3248.75
1.92
——————
103.17
115.19
51.57
0.00
0.00
——————
219.52
——————
0.79
40.28
——————
196.31
——————
29
Year Ended
31.03.2006
(Rs.in lacs)
——————
Period Ended
31.03.2005
(Rs.in lacs)
——————
SCHEDULE ‘M’ - MANUFACTURING,
ADMINISTRATIVE & SELLING EXPENSES
Salaries & Wages
Contributions to Provident Fund etc.
Employees Welfare Expenses
823.34
508.77
51.27
32.61
58.74
933.35
——————
68.29
609.67
——————
Stores and Spares Consumed
217.22
41.68
Packing Materials Consumed
205.71
102.86
1404.18
861.18
29.27
24.92
Power & Fuel
Rent, Rates & Taxes
Insurance
Travelling & Conveyance
88.01
39.28
173.19
119.04
Repairs & Maintenance :
Buildings
14.59
13.82
Machinery
95.63
110.96
Others
48.50
158.72
——————
12.97
137.75
——————
Printing & Stationery
17.25
14.05
Postage, Telephone, Fax etc.
58.49
38.95
237.34
133.42
50.03
10.11
Miscellaneous Expenses
Legal & Professional Charges
Auditors’ Remuneration :
Audit Fees
2.00
1.75
Tax Audit Fees
0.25
0.28
Taxation Matters
0.18
0.67
Review Audit Fees and Certifications
0.29
0.42
Out of Pocket Expenses
0.06
2.78
——————
Directors’ Sitting Fees
Managerial Remuneration
0.00
3.12
——————
0.68
0.31
22.42
14.47
Loss on Sale of Assets
11.50
0.89
Commission
27.72
72.04
Freight & Forwarding
265.73
144.25
Exchange Rate Difference (Net)
193.60
0.00
Bad Debts
0.00
53.48
——————
——————
4097.19
2421.47
——————
——————
SCHEDULE ‘N’ - INTEREST
On Corporate Loan to Bank
154.02
0.00
On Cash Credit Limits to Bank
616.46
304.13
On Others
30
452.12
260.14
——————
——————
1222.60
564.27
——————
——————
SCHEDULE ‘O’
NOTES FORMING PART OF THE ACCOUNTS
1. Significant Accounting Policies:
(a) Basis of Accounting
The financial statements are prepared under historical cost convention modified by revaluation of fixed assets
and in accordance with the requirements of the Companies Act, 1956 and comply with the Accounting Standards
issued by the Institute of Chartered Accountants of India to the extent applicable. For recognition of Income and
Expenses, mercantile system of accounting is followed.
(b) Revenue Recognition
(i)
The Company recognises sale at the point of despatch of goods to the customers.
(ii)
Customs duty benefits in the form of advance license entitlements are recognised on export of goods and
are set off from material costs.
(c) Fixed Assets & Depreciation
(i)
The Fixed Assets are stated at cost of acquisition / construction and includes amounts added on revaluation
less accumulated depreciation. All cost including financing cost attributable to the fixed assets to bring the
assets to their intended use are capitalised.
(ii)
Depreciation on plant and machinery (other than continuous process plant) has been calculated on the
written down value method at the rates specified in schedule XIV to the Companies Act, 1956.
(iii) Depreciation on all other assets, other than leasehold land including continuous process plant, has been
calculated on the straight line method at the rates specified in schedule XIV to the Companies Act, 1956.
(iv) Cost of leasehold land is not amortised over the lease period.
(v)
Depreciation on the assets purchased/ sold during the year has been provided on a pro-rata basis.
(d) Valuation of Inventories
(i)
Inventories are valued at cost except for finished goods which are valued at lower of cost or net estimated
realisable value.
(ii)
Cost of inventories is computed on Weighted Average basis.
(iii) Finished goods and work-in-progress include cost of conversion and other costs incurred in bringing the
inventories to their present location and condition.
(e) Retirement benefits
(i)
The Company’s contributions to Provident Fund and Superannuation Fund are charged to the Profit & Loss
Account.
(ii)
Provisions for Gratuity and Leave encashment have been charged to Profit and Loss Account on the basis
of actuarial valuation.
(f) Foreign Currency Transactions
(i)
Foreign currency transactions are recorded at the exchange rate prevailing at the time of the transaction and
exchange difference, if any, on settlement of transaction is recognised in the Profit & Loss Account.
(ii)
Amounts of foreign currency transactions remaining pending at the year end are recorded at the exchange
rate prevailing at that time.
(iii) All exchange differences arising on settlement/conversion on foreign currency transactions are included in
the Profit and Loss Account.
(iv) In respect of transactions covered by forward exchange contracts, the difference between the forward rate
and the exchange rate at the date of transaction is recognized as income or expense over the life of the
contract.
(g) Borrowing Cost
Borrowing costs attributable to acquisition and / or construction of qualifying assets are capitalised as a part of
the cost of these capitalised assets, upto the date when such assets is ready for its intended use. Borrowing
costs on working capital is charged to Profit and Loss Account for the year.
(h) Excise Duty
Cenvat is accounted as per exclusive method of accounting in terms of Accounting Standard – 2 on Valuation of
Inventories, issued by the Institute of Chartered Accountants of India.
31
(i) Taxation
(i) The provision for taxation is made at the current rate of tax as applicable for the income of the relevant year as
per Income Tax Act, 1961.
(ii) Deferred tax is recognised, subject to consideration of prudence on timing difference, being the difference
between the taxable and accounting income/expenditure that originate in one period and are capable of
reversal in one or more subsequent period(s). Deferred tax assets are not recognised unless there is virtual
certainty that sufficient future taxable income will be available, against which such deferred tax asset will
realise.
(j)
Leased Assets
Assets acquired under finance lease, which effectively transfer to the company all the risks and benefits are
disclosed as leased assets. Lease payments are apportioned between the finance charges and reduction of
the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
(k) Provision, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be outflow of resources. Contingent
Liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor
disclosed in the financial statements.
2.
The Freehold Land, Building and Plant & Machinery of the Company as on 30th June 2002 and as on 30th June 2004
were revalued by the approved valuer and the surplus arising thereon has been transferred to Revaluation Reserve.
Depreciation on revalued assets, amounting to Rs.1245.92 lacs (Previous Period Rs. 1015.67 lacs) has been
appropriated from the Revaluation Reserve.
3.
Sundry Creditors include amounts due to small scale industrial undertakings Rs. 6.35 lacs (Previous Period Rs.
72.10 lacs). Party to whom the amounts are outstanding for more than 30 days is as per attached annexure.
4.
Managerial Remuneration:
Year Ended
31.03.2006
(12 Months)
(Rs. in lacs)
————————
Period Ended
31.03.2005
(9 Months)
(Rs. in lacs)
————————
21.00
13.50
1.42
————————
22.42
————————
0.97
————————
14.47
————————
(a) Remuneration to Managing Director:
(i) Salaries & Allowances etc.
(ii) Contributions to Provident Fund and
Superannuation Fund
Total
(b) Remuneration to Executive Director:
Salaries
Less: Capitalised
(c) Directors’ Sitting Fees
5.
(i)
72.00
50.48
72.00
————————
50.48
————————
Nil
————————
Nil
————————
0.68
————————
0.31
————————
The Income Tax Assessments have been completed upto Assessment Year 2003-04.The total demand raised
by the Income Tax Authorities upto the said Assessment Year is Rs. 1.76 lacs which is disputed. Based on the
decisions of the Appellate Authorities and other relevant provisions, the Company has been legally advised that
the demand is likely to be deleted.
(ii) As required by the Accounting Standard 22 “Accounting for Taxes on Income” issued by the Institute of Chartered
Accountants of India, which is mandatory in nature, the Company has recognised Deferred Taxes, which result
from the timing difference between the Book Profits and Tax Profits, for the year aggregating to Rs.108.32 lacs
(Previous period 154.26 lacs) in the Profit and Loss Account.
32
6.
Related party disclosures and transactions with related party:
Name of the related party
and nature of relationship
Nature of
transactions
Year Ended
31.03.2006
(12 Months)
(Rs. in lacs)
Transaction
Value
Period Ended
31.03.2005
(9 Months)
(Rs. in lacs)
Outstanding Transaction
amounts
Value
carried in
the Balance
Sheet
Outstanding
amounts
carried in
the Balance
Sheet
(i) Associates:
Bhansali Ferromet Pvt. Ltd.
Unsecured Loan
50.00
Nil
Nil
Nil
(ii) Relative of Key Managerial
Person:
Mrs. Dhudidevi B. Bhansali
Rent Deposit
Rent paid
Nil
18.00
Nil
18.00
12.24
Nil
9.18
Nil
Mr. Jayesh B. Bhansali
Salary
1.20
0.10
0.80
0.10
Mr. Vimal Bhansali
Salary
1.08
Nil
Nil
Nil
22.42
20.00
3.28
0.00
14.47
0.00
0.39
0.00
72.00
4.03
50.48
4.00
123.08
Nil
81.81
8.02
24.13
1.14
16.17
1.03
(iii) Key Managerial Personnel
Mr. B.M. Bhansali
Managerial
(Managing Director)
Remuneration
Unsecured Loan
Mr. Kenji Asakawa
(Executive Director - Technical) Remuneration
Mr. Sunil Tandon
Remunerations
(C.E.O.)
& Perquisites
Mr. Kiran Bhansali
Remunerations
(Executive Director -Corporate) & Perquisites
7.
The Company has only one reportable business segment and geographical segment and hence no further
disclosure is required under Accounting Standard – 17 on Segment Reporting.
8.
Earning per share is calculated as shown below:
Year Ended
31.03.2006
(12 Months)
(Rs. in lacs)
___________________
Period Ended
31.03.2005
(9 Months)
(Rs. in lacs)
___________________
946.51
967.23
16,59,05,640
16,59,05,640
0.57
0.58
Net profit as per Profit & Loss Account after
tax available for equity shareholders
Weighted Average Number of Equity Shares (Nos.)
Earning per share (Rs.)
- Basic & Diluted
(Face Value Re.1/- per share)
33
9.
Lease Commitments :
The company had acquired certain items of computer equipments on finance lease amounting to Rs. 31.65 lacs
during the financial year 2004-05. The minimum future lease rental outstanding as on 31st March 2006 in respect of
these assets is as follows:
(Rs. in lacs)
Due
Within one year
Later than one year but
not later then five years
Later than five years
Total
Total Minimum
Lease Payments
Outstandings
Future Interest on
Lease payments
Outstandings
Present value of
Minimum Lease
Payments
As on
31.03.2006
As on
31.03.2005
As on
31.03.2006
As on
31.03.2005
As on
31.03.2006
As on
31.03.2005
12.27
12.26
1.45
2.36
10.82
9.90
8.43
20.70
0.43
1.87
8.00
18.83
Nil
Nil
Nil
Nil
Nil
Nil
20.70
32.96
1.88
4.23
18.82
28.73
Lease payments recognised during the year in the profit and loss account is Rs. 2.36 lacs (Previous period Rs. 0.91 lac).
10. Borrowing cost capitalised during the year is Rs. 56.47 lacs (Previous period Rs. 51.27 lacs).
11. Details of foreign currency exposures that are not hedged by derivative instruments or otherwise.
Particulars
Amount in foreign currency
Currency
Equivalent Indian
currency (Rs. in lacs)
Liabilities Payable
17475.00
EURO
9.53
15186330.82
USD
6812.59
Assets Receivable
83348.59
USD
37.39
12. Information given under Clause 3(i) (a), 3(ii), 4-C, 4-D of Part II of Schedule VI to the Companies Act, 1956.
Year Ended
Period Ended
31.03.2006
31.03.2005
(12 Months)
(9 Months)
(a) Installed Capacity:
Acrylonitrile Butadiene Styrene (ABS) Resins /
48000 TPA
48000 TPA
Styrene Acrylonitrile (SAN) Resins
(As certified by the Management & relied upon
by the auditors, being a technical matter)
(b) Actual Production
(i) For Captive Consumption
SAN Resins
(ii) Meant for Sale
ABS Resins
SAN Resins
(c) Sales
ABS Resins
SAN Resins
Trading Sales (ACN)
(d) Return for Production
SAN Resins
34
Qty
Value
(MT)
——————
(Rs. in lacs)
——————
Qty
Value
(MT) (Rs. in lacs)
——————
——————
19350
-
11602
-
——————
——————
——————
——————
32830
1639
-
16926
23
-
——————
——————
——————
——————
34469
-
16949
-
——————
——————
——————
——————
32783
1639
-
29651.34
1004.15
-
17290
23
290
17395.56
3.82
152.38
——————
——————
——————
——————
34422
30655.49
17603
17551.76
——————
——————
——————
——————
-
-
430
-
——————
——————
——————
——————
-
-
430
-
——————
——————
——————
——————
Qty
Value
(MT) (Rs. in lacs)
——————
——————
Qty
Value
(MT) (Rs. in lacs)
——————
——————
(e) Opening Stock of Finished Goods
(f)
ABS Resins
443
429.24
807
SAN Resins
-
-
430
662.66
324.70
——————
——————
——————
——————
443
429.24
1237
987.36
——————
——————
——————
——————
ABS Resins
490
482.14
443
429.24
SAN Resins
-
-
-
-
——————
——————
——————
——————
Closing Stock of Finished Goods
490
482.14
443
429.24
——————
——————
——————
——————
(g) Value of Import on CIF Basis
Components & Spare Parts
18.70
14.25
Capital Goods
-
-
Raw Materials
13837.75
6243.47
15.09
15.41
1440.21
56.90
Year Ended
31.03.2006
(12 Months)
Qty
Value
(MT) (Rs. in lacs)
Period Ended
31.03.2005
(9 Months)
Qty
Value
(MT) (Rs. in lacs)
(h) Expenditure in Foreign currency - Others
(i)
(j)
Earnings in Foreign Exchange
Exports on F.O.B. Basis
Raw Material Consumed
Acrylonitrile
6616
4100.03
3820
2172.67
Butadiene
4295
2584.93
2665
1581.54
18025
9708.38
1746.05
10460
6341.01
1281.51
Styrene
Sub-Raw Material
——————
——————
18139.39
ACN (Trading Activity)
(k) Value of Raw Materials, Stores
& Spares and Components consumed
(i)
Raw materials:
Imported
Indigenous
0.00
11376.73
290
132.73
18139.39
11509.46
——————
——————
(Rs.in lacs)
%
(Rs.in lacs)
%
——————
——————
——————
——————
14647.45
80.75
5466.18
47.49
3491.94
19.25
6043.28
52.51
——————
——————
——————
——————
18139.39
100.00
11509.46
100.00
——————
——————
——————
——————
34.19
(ii) Stores & Spare parts & Components
Imported
Indigenous
18.70
8.61
14.25
198.52
91.39
27.43
65.81
——————
——————
——————
——————
217.22
100.00
41.68
100.00
——————
——————
——————
——————
35
As at
31.03.2006
(12 Months)
(Rs. in lacs)
As at
31.03.2005
(9 Months)
(Rs. in lacs)
20.32
94.44
33.92
33.92
82.42
83.38
———————
———————
13. Contingent Liabilities in respect of :
(a) Estimated amount of contracts remaining to
be executed on capital accounts and not
provided for (net of advances).
(b) Show Cause Notices issued in respect of payment
of Excise Duty: The matters are subjudice
and not provided for.
(c) Demand raised by Excise Authorities against which
appeals have been filed for which the Company
has been legally advised that these are good cases
and the demand is likely to be deleted.
14. (a) Figures for the Previous Period have been regrouped & rearranged wherever necessary to conform to the
Current Year’s classification.
(b) The current financial year is consisting of 12 months from 1st April 2005 to 31 st March 2006 and hence the figures
st
are not comparable with the previous financial period of 9 months from 1st July 2004 to 31 March 2005.
——————————————————————————————————————————————————————————————————————————————————————————————————
SIGNATURES TO SCHEDULES ‘A’ TO ‘O’
As per our report of even date attached
For and on behalf of
B. L. DASHARDA & ASSOCIATES
Chartered Accountants
M. C. Gupta
Chairman
B. L. Dasharda
Partner
M. No. 13708
P. R. Bhansali
Director
Place : Mumbai
Dated : 24th June 2006
B. M. Bhansali
Managing Director
——————————————————————————————————————————————————————————————————————————————————————————————————
Annexure to “Schedule ‘O’ – Notes to Accounts”
Name of Small Scale Industrial undertakings to whom the Company owes amounts which are outstanding for more
than 30 days as at 31.03.2006
- Sunshine Organics Pvt. Ltd.
36
SCHEDULE - VI
PART - IV
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
(Inserted by Notification No.GSR 388 (E), dated 15.05.1995)
I. Registration Details
IV. Performance of Company (Amount in Rs. Thousands)
Registration No. 3 2 6 3 7
Balance Sheet Date 3 1
Date
State Code 1 1
(Refer Code List)
0 3
Month
II. Capital raised during the year
(Amount in Rs. Thousands)
Public Issue
- - - - - - - - Bonus Issue
- - - - - - - - -
2 0 0 6
Year
Profit/Loss before tax
1 5 4 6 7 1
Earning per Share in Rs.
0 . 5 7
Right Issue
- - - - - - - - Private Placement
- - - - - - - - -
III. Position of Mobilisation and Deployment of Funds
(Amount in Rs. Thousands)
Total Liabilities
- - 3 3 7 5 8 7 0
Turnover & Other Income
2 9 7 8 0 3 4
Total Assets
- - 3 3 7 5 8 7 0
Total Expenditure
2 8 2 3 3 6 3
Profit/Loss after tax
9 4 6 5 1
Dividend rate %
1 0
V. Generic Names of Three Principal Products/
Services of Company
(As per monetary terms)
Item Code No.
(ITC Code)
39 0 3 3 0 . 0 0
Product Description
AC R Y L O N I TR I L E
BU T AD I EN E
S T YR E N ER E S I N S - - - - - - - - -
Source of Funds
Paid-up Capital
- - - 1 6 5 9 0 6
Reserves & Surplus
- - 2 1 8 7 7 5 8
Secured Loans
- - - 7 9 0 5 6 3
Unsecured Loans
- - - 2 0 0 0 0 0
Deferred Tax Liability
- - - - 3 1 6 4 3
Item Code No.
(ITC Code)
3 9 03 2 0 . 00
Product Description
S T YR E N E AC R Y L O N I T R I L E
RE S I NS - - - - - - - - - - - - - - -
Application of Funds
Net Fixed Assets
- - 2 3 2 4 0 5 4
Investments
- - - - - - - - -
Net Current Assets
- - 1 0 5 1 8 1 6
Misc. Expenditure
- - - - - - - - -
Accumulated Losses
- - - - - - - - -
Item Code No.
(ITC Code)
4 0 02 1 9 . 02
Product Description
S T YR E N E
RU BB ER
BU T AD I EN E
LAT EX - - - - -
—————————————————————————————————————————————————————————————————————
As per our report of even date attached
For and on behalf of
B. L. DASHARDA & ASSOCIATES
Chartered Accountants
M. C. Gupta
Chairman
B. L. Dasharda
Partner
M. No. 13708
P. R. Bhansali
Director
Place : Mumbai
Dated : 24th June 2006
B. M. Bhansali
Managing Director
37
PERFORMANCE HIGHLIGHTS (10 Years)
Financial
Installed
Sales
Year/Period
Capacity
Volume
Sales
Profit/
Net Worth
(Loss)
(12 Months
Book Value
Per Share
after Tax
basis)
(MT)
(MT)
Rs. In lacs
Rs. In lacs
Rs. In lacs
Rs.
1996-97
15000
8161
5995
2.99
2501.76
18.75
1997-98
15000
8669
5756
146.58
2648.34
19.85
1998-99
15000
11307
6710
244.92
2893.26
21.69
1999-00
15000
12147
8435
198.49
3056.55
22.91
2000-01
15000
12159
9197
(442.66)
2477.71
18.62
2001-02
27000
20048
12638
326.80
2558.06 (*)
19.18 (*)
30000
10221
8386
207.33
2765.39 (*)
20.73 (*)
2003-04
(15 Months)
48000
11443
9379
(282.14)
5733.25 (*)
3.46 (**)
2004-05
48000
17313(#)
17399(#)
967.23
6511.30(*)
3.92(**)
48000
34422
30655.49
946.51
7269.57(*)
4.38(**)
(15 Months)
2002-03
(9 Months)
(9 Months)
2005-06
(12 Months)
(*)
Excluding Revaluation Reserve.
(**) Face Value of Shares sub-divided from Rs.10/- to Re.1/- w.e.f. 23.02.2004.
(#) Excluding Trading Sales.
38
Registered Office : Bhansali House, A-5, Veera Desai Road, Andheri (W), Mumbai-400 053.
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE
ENTRANCE OF THE HALL.
I hereby record my presence at the 22 nd Annual General Meeting to be held on Saturday, 23 rd day of
September 2006 at 11.30 a.m. at Walchand Hirachand Hall, Indian Merchants’ Chamber, Veer Nariman
Road, Mumbai - 400 020.
Name of the Member (in capital letters)
Demat Particulars
(Name of the Proxy/Representative, if any)
DP ID NO
I
N
Signature of the Member or Proxy
Client ID No.
Folio no. ....................................
No. of Shares ..........................................
.............................................................................. TEAR HERE ..............................................................................
Registered Office : Bhansali House, A-5, Veera Desai Road, Andheri (W), Mumbai-400 053.
PROXY FORM
I/We .....................................................................................................................................................................................
of ...................................................................................................................................... being a Member/Members of
BHANSALI
ENGINEERING
POLYMERS
LIMITED
hereby
appoint
Shri / Smt. ............................................................................................... of ......................................................................
(or failing him/her) ................................................................................... of ......................................................................
(or failing him/her) ................................................................................... of .....................................................................
as my/our proxy to attend and vote for me/us on my/our behalf at the 22 nd Annual General Meeting of the
Company to be held on Saturday, 23rd day of September, 2006 at 11.30 a.m. and at any adjournment thereof.
AS WITNESS my hand / our hands this .................................................................. day of .................................. 2006.
Signed by the said ..............................................................................................................
Affix a
Re.1/Revenue
Stamp
NOTE : The proxy must be deposited at the Registered Office of the Company not less than 48 hours before the
time for holding the meeting. Proxy need not be a member of the Company.
DP ID ............................. Client ID ............................. No.of Shares ............................. Folio No. .............................

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