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SANMAR
Annual Report 2004
CHEMPLAST SANMAR LIMITED
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Chemplast Sanmar Limited SANMAR
CHAIRMAN - EMERITUS
K.S. Narayanan
BOARD OF DIRECTORS
N. Sankar, ChairmanN. Kumar, Vice ChairmanP.S. Jayaraman, Managing DirectorAdit JainP.M. KapadiaM.K. KumarC.H. MahadevanV. NarayananVijay SankarN. Srinivasan
REGISTERED OFFICE
9, Cathedral RoadChennai 600 086
MANUFACTURING LOCATIONS
Mettur Dam PVC
Chlorochemicals:Caustic Soda, Chlorine,Chlorinated Solvents,Refrigerant Gases andSilicon Wafers
Krishnagiri & Panruti Industrial Alcohol
Vedaranyam Industrial Salt
Karaikal Caustic Soda and Chlorine
BANKERS
Indian Overseas BankState Bank of IndiaStandard Chartered Bank
AUDITORS
Price Waterhouse & Co.Chartered AccountantsChennai
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Chemplast Sanmar Limited
CONTENTSPage
Board of Directors 1
Directors' Report 3
Annexure to the Directors' Report 9
Corporate Governance 1.1
Auditors' Report 21
Five Year Summary 23
Profit and Loss Account 24
Balance Sheet 25
Schedules forming part of the Accounts 26
Cash Flow Statement 44
Information Regarding Listed Securities as required under Clause 32 of the Listing Agreement
NAME AND ADDRESS OF THE STOCK EXCHANGES DETAILS OF SECURITIES LISTED
1) Madras Stock Exchange Limited Equity SharesExchange Building,11 Second Line Beach,Chennai 600 001
2) The Stock Exchange, Mumbai Equity SharesPhiroze Jeejeebhoy Towers, Dalai Street,Fort, Mumbai 400 001
3) National Stock Exchange of India Limited Equity SharesExchange Plaza, 5th Floor,Plot No. C/1, G Block,Bandra-Kurla Complex,Bandra (E), Mumbai 400 051
The Listing fees to these Stock Exchanges have been paid.
The company is yet to receive approvals for delisting the Equity Shares of the company from the following Stock Exchanges.
1) Vadodara Stock Exchange Limited Equity SharesFortune Towers, Sayajigunj,Vadodara 390 005
2) The Calcutta Stock Exchange Association Limited Equity Shares7 Lyons Range, Calcutta 700 001
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Directors' Report
The Directors have pleasure in presenting their report along with the accounts for the year ended 31st March2004.
Corporate Results
2003-04 2002-03Rs.Crores Rs.Crores
Sales and other income 582.08 540.78
Profit before interest, depreciation and taxes 76.30 78.01
Interest 35.41 31.82
Depreciation 32.67 21.74
Profit before tax • 8.22 24.45
Provision for tax
- current tax (1.90) (4.81)
- deferred tax (1.70) 0.99
Profit after tax 4.62 20.63
Profit brought forward 19.95 6.03
Balance of profit and loss account of amalgamating company 27.24
Transfer from Debenture Redemption Reserve 26.13 7.22
77.94 33.88
Appropriations:
Capital Redemption Reserve 2.00 7.00
Equity Dividend - 3.52
Preference Dividend 2.13 2.96
Tax on Dividend 0.27 ' 0.45
Profit carried to Balance Sheet 73.54 19.95
Sales and other income registered an' increase of 8% over the previous year. Despite this, the high cost of.inputs and intermediates eroded margins, resulting in a drop in profits. With a view to conserving resources,the Directors do not recommend payment of dividend on equity shares for the year 2003-04.
MANAGEMENT DISCUSSION AND ANALYSIS
Your company is passing through a difficult period. The high cost of intermediates following internationalprice trends, increase in price of industrial alcohol consequent on the Gasohol programme of the Governmentof India, drop in import duties for finished products without a corresponding reduction in duty rates ofintermediates/ raw materials, have all contributed to the cost pressures during the year.
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Chemplast Sanmar Limited
Notwithstanding this, the management has initiated several proactive steps, re-establishing its faith in thefortunes of this highly cyclical business. The acquisition of the Caustic Soda facility at Karaikal in the UnionTerritory of Pondicherry with the objective of producing low-cost feedstock for PVC is a major move. Thiswill start yielding results from the last quarter of 2004-05. The innovative Scheme of Arrangement betweenthe company, Sanmar Properties and Investments Limited and Sanmar Holdings Limited as approved by theHigh Court of Madras has resulted in enhancement of equity resources of the company, thereby improvingthe gearing. Using this and the favourable liquidity conditions in the market, the company has retired high-cost debt, which will bring significant savings in interest cost in future.
PVC BUSINESS
As one of the pioneers in the PVC business, the company operates a fully integrated manufacturingat Mettur Dam. Of the PVC manufacturers in India, only your company has the ability to manufacture fourmajor product groups in PVC. This strength has stood the company in good stead over the last severaldecades.
Suspension Resin:
Thanks to healthy demand growth, the country's consumption of suspension resin has crossed the 900,000MT mark necessitating imports close to 100,000 MT. Pipes and Fittings continue to drive demand, especiallywith water supply, irrigation and construction activities increasing. Further, PVC is consumed in sectors likecables, packaging, footwear etc. The increase in demand for products in these sectors should keep up thegrowth momentum for suspension PVC.
Paste Grade Resin:
After a lull, domestic demand for Paste Resin has picked up. This is expected to increase further on thestrength of a surge in demand for automobile and household upholstery, shoes and fashion footwear, luggage,handbags etc. Your company makes three grades of paste grade speciality resin widely used in the manufactureof leather cloth, conveyor belts, automotive sealants etc. Many customers consider the company's resin tobe the best in its class, comparable to leading international suppliers. The focus is on continuing to expandthe customer base and markets for the resin.
Battery Separator Resin (BSR):
Demand is steady and in the region of around 6000 MT per year, contributed essentially by the replacementbattery segment. As the only Indian manufacturer of BSR, your company enjoys a good market' share.
Copolymer Resin:
Here again, your company is the only manufacturer of Copolymer Resin in South Asia. The demand is steadywith growth in the inks and adhesives segments, though the flooring segment has not shown improvement.
Raw materials and Intermediates:
The main feedstock for manufacture of PVC is Ethylenc Di-Chloride (EDC). Though the company has anintegrated facility to manufacture 75% of the EDC required, the high cost of industrial alcohol and boughtout chlorine has moved up the manufacturing cost of EDC. Increase in the cost of industrial alcohol is the .result of the introduction of the 'Gasohol' programme - a mixture of 5% ethanol with petrol - by theGovernment of India. The dismal sugarcane season has also led to the high cost of molasses and in turnalcohol. The company is also faced with the problem of the high international price of EDC.
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ASANIVIAR
With a view to protecting the PVC business from the above difficult feedstock situation, a project tomanufacture EDC at the recently acquired Caustic soda facility at Karaikal is under implementation. It isproposed to manufacture EDC here initially from imported alcohol and later from imported Ethylene.Production is expected to commence in the last quarter of 2004-05. This facility will further add toflexibility of operations and enable manufacture of EDC at an economical cost. In the meantime, theacquisition of the Karaikal facility has already begun yielding returns, as the low cost chlorine availablein this facility has substituted to a large extent market purchase of chlorine at high cost.
Risks and concerns:
Reduction of import duty for PVC, without a corresponding drop in duty rates for the feedstock and rawmaterials, is a matter of concern for the industry. The rapid appreciation in the Rupee in terms of USD isalso bringing down the landed cost of PVC imported into the country. These factors impose continuous strainon the margins.
Review of operations 2003-04:
The company could achieve full capacity utilisation in its PVC division. This was possible due to timelyimport of EDC whenever the price came down in the international market. In line with international trends,resin prices firmed up in the second half of the year. However, margins were under pressure due to the highcost of inputs and intermediates.
Chlorochemicals Business
Caustic Soda:
Ever since the revival in caustic soda prices in the last quarter of 2002-03, realisations have remained more'or less stable with only minor fluctuations. The aluminium sector continued to procure caustic soda fromdomestic sources instead of imports and this factor also contributed to price stability.
So /vents:
Demand for Chloromethane solvents registered a nominal growth in the absence of strong demand from thepharma sector. The provisional Anti Dumping Duty imposed in the previous year on imports of Methylene ,Chloride from the European Union was confirmed as definitive duty during the year. However, during thelatter part of the year, substantial imports from the USA at very competitive prices eroded domestic realisations.
The Multilateral Fund decided in )uly 2003 the quantum of compensation for India for phasing out CarbonTetrachloride (CTC) for non-feedstock applications under Montreal Protocol. However, the Government ofIndia is yet to decide on the sharing of the compensation between the CTC production and consumptionsectors.
Mettron:
While the production volume came down during the year in line with the Montreal Protocol phase-outschedule, international prices of R-11 and R-12 (CFCs) went up due to reduced availability worldwide.International prices of R-22 continue to be unremunerative on account of aggressive marketing efforts by theChinese producers.
Metkem Silicon:
The international photovoltaic market continues to grow at a healthy pace. However, this growth has beenachieved with a substantial fall in module and cell prices. This is putting enormous pressure on wafer pricesinternationally and has affected the realisation of wafers in the domestic market.
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Chemplast Sanmar Limited
The indigenous demand for photovoltaic wafers suffered due to large imports of cells and modules atattractive prices.
Risks and concerns:
The Government is unlikely to permit mercury cell units manufacturing caustic soda to operate beyond 2012.This is a matter of concern since conversion to membrane cell technology will require substantial investment.
Operations of the chlorochemical business could be impacted by the highly volatile international prices ofmethanol, a major raw material. Further, the cost of captive power depends on the price of fuel i.e., LowSulphur High Stock (LSHS) which also continues to stay at a high level due to increase in international crudeprices. Sales volumes of both CFCs and the raw material CTC are shrinking due to the continuing phase-outschedule of CFCs under the Montreal Protocol. In addition, the proposed phase out schedule of CTC for non-feedstock use would also affect the production and sale of CTC adversely.
The business outlook for Metkem Silicon does not look bright on account of high raw material prices andreduction in the price of the end product i.e., photovoltaic wafers.
Review of operations 2003-04:
The major businesses viz., chloromethane solvents and caustic soda, operated at full capacity with improvementin efficiencies. Better price realisation in these businesses helped to increase the contribution of chlorochemica!products. There was continuous focus on rationalising maintenance expenses and cutting overheads. Thecompany, having successfully outsourced Drum manufacturing, is evaluating other manufacturing activitiesthat can be profitably outsourced.
Environment
The company has over the years made impressive strides towards pollution abatement through the variousinitiatives it has undertaken. It has constantly upgraded its infrastructure to conform to stringent environmentpreservation requirements. These efforts have helped the company to meet the challenge posed by presentday awareness of the role of industry in protecting the environment. The company has developed a large areaas a Green Belt around its manufacturing facilities. Provision of clean drinking water and street lighting tothe community around the factory area and imparting education and health care have been among the effortsthat highlight the company's commitment to being a good corporate citizen.
Personnel
The company considers people as its principal asset and attaches utmost priority to its development. Thefocus has been to prepare employees to meet the challenges of change and growth. The Sanmar Group hasclearly enunciated its "Management Philosophy", its "People Philosophy" and its "Ethics Policy".-There is aconstant drive to inculcate these policies in all employees.
Internal Control Systems
The company has in place adequate internal control procedures commensurate with the size and nature ofits operations. An Audit Committee consisting of three non-executive Directors is functioning effectively.Internal Audit for the year 2003-04 was carried out by Deloitte Haskins & Sells covering all areas ofoperations. All significant audit observations are discussed in the audit committee meetings, which met fourtimes during the year under review.
Cabot Sanmar Limited
For the year ended 31st March 2004, the company registered sales and other income of about Rs.18.69 croreand a profit before tax of about Rs.4.50 crore. The performance of the company has been satisfactory. Theproject to produce 200 TPA of treated fumed silica was completed on schedule without any cost overrun.
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SANMAB
PROJECTS
The company is in the process of obtaining necessary.approvals and clearances for setting up a green fieldPVC plant at a shore-based location.
FINANCE
Fitch Ratings India Private Limited (Fitch), an international credit rating agency, has given a credit rating ofA+(lnd) in respect of the Secured Non-Convertible Debentures of Rs.125 crore already issued. However,during the year 2003-04, the company prepaid Rs.104.50 crore of these debentures to bring down theinterest cost.
Your company continues to enjoy the confidence of its bankers and financial institutions. Taking advantageof the fall in interest rates, the company replaced some of its high cost debt and achieved interest reduction.
The Madras High Court accorded its approval on 3rd March 2004 for the Scheme of Arrangement betweenSanmar Properties and Investments Limited (SPIL), Sanmar Holdings Limited and your company, in termsof which SPIL merged with your company effective 2nd November 2003. This scheme has helped to enlargethe equity resources of the company.
As the company's equity shares were not traded at Delhi, Vadodra and Calcutta stock exchanges, thecompany sought delisting of its share from these Stock Exchanges. While the shares have been delisted fromDelhi Stock Exchange, the company's application is pending with the Vadodra and Calcutta Stock Exchanges.The company's shares will continue to be listed on the Mumbai and Madras Stock Exchanges and theNational Stock Exchange.
DIRECTORS
Mr.N.Kumar, Mr.Vijay Sankar and Mr.N.Srinivasan, Directors, retire by rotation at the ensuing Annual GeneralMeeting and are eligible for reappointment.
Mr.Adit Jain, who was appointed in a casual vacancy holds office upto the date of the ensuing AnnualGeneral Meeting. Notice under Section 257 of the Companies Act, 1956 has been received from a memberproposing the appointment of Mr.Adit Jain and the Directors commend this proposal to the shareholders. -
AUDITORS
Price Waterhouse & Co., Chartered Accountants, Chennai, retire and are eligible for re-appointment.
STATUTORY INFORMATION
Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read withthe Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given inAnnexure 'B' to the Directors' Report. However, as per the provisions of Section 219 of the CompaniesAct, 1956, the Report and Accounts are being sent to all shareholders of the company, excluding theaforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretaryat the Registered Office of the company.
Particulars under Section 217 (1) (e) relating to energy conservation and technology absorption are furnishedin a separate statement annexed to, and forming part of this report.
A Cash Flow statement, as required by Clause 32 of the listing agreement, is annexed.
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Chemplast Sanmar Limited
DIRECTORS' RESPONSIBILITY STATEMENT
(a) In the preparation of the annual accounts for ,the year ended 31st March 2004, the applicableaccounting standards have been followed by the company.
(b) The Directors have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company as at 31st March 2004 and of the profit of the company for the yearended that date.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities.
(d) The accounts of the company have been prepared on a going concern basis.
CAUTIONARY STATEMENT
Statements made in this Report, including those stated under the caption "Management Discussion andAnalysis" describing the company's plans, projections and expectations may constitute "forward lookingstatements" within the meaning of applicable laws and regulations. Actual results may differ materially fromthose either expressed or implied.
For and on behalf of the BoardChennai N. SANKARApril 27, 2004 Chairman
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ASANMAR
Annexure to the Directors' ReportInformation under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosureof particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'Report for the year ended March 31, 2004.
1. CONSERVATION OF ENERGY
a. Measures taken:
The company continues to accord high priority to conservation of energy. Details of some of themeasures undertaken to optimise energy conservation are:
1. Reduction in power consumption by 187 Kwh/ MT of Caustic Soda has been achieved bycarrying out re-membraning of electrolyser at a cost of Rs.171 lacs at our Karaikal facility.
2. Steam traps in PVC driers were changed from bucket type to ball float type. This has resultedin reduction of steam consumption in drying of PVC resins.
3. Steam generation by waste heat recovery boiler was increased by completely burning the EDCvent from Monomer.
4. Internal consumption of steam was brought down in oxy chiorination plant and incinerator byusage of hot water from main de-aerator.
b. Additional investment proposals
Recoating of anode and cathode elements at our Caustic Soda Plant at Karaikal is being plannedat an investment of Rs.215 lacs. This will result in reduction of power consumption.
c. Impact of measures taken under (a) above:Substitution/ Savings in
Reduction in energy rost ofconsumption productionper annum (Rs. Lacs)
1. Reduction in power consumption due tore-membraning of electrolysers Power 12.43 lac Kwh 38.78
2. Reduction in steam consumption bychanging steam traps in PVC driers Steam 5352 MT 45.49
3. Increase in steam generation from wasteheat recovery boiler Steam 1000 MT , 8.50 •
4. Reduction in steam consumption due tousage of hot water from main de-aerator. Steam 1250 MT 10.63
d. Total energy consumption and energy consumption per unit of production - Annexure - I
2. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATIONTechnology has been fully absorbed.
RESEARCH AND DEVELOPMENT (R&D)
The company's R & D laboratory is engaged in carrying out process/ product improvement programmes.In particular the areas of focus have been on import substitution, optimising the utilisation of availableresources, evolving alternative and more economic processes for the existing range of products andenvironment conservation.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO(Rs. Lacs)
a) Foreign exchange outgo 9305.09
b) Foreign exchange earnings 2369.41
For and on behalf of the BoardChennai N. SANKARApril 27, 2004 Chairman
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Chemplast Sanmar Limited
Annexure 1
A. POWER AND FUEL CONSUMPTION 31-03-2004 31 03 20031) Electricity
(a) PurchasedUnits - lacs kwh 518.69 111.12Amount - Rs. lacs 1,744.14 392.27Rate per unit - Rs. 3.36 3.53
(b) Own Generation1) Through generators
Units - lacs kwh 2,486.28 2,525.01Units per KG of LSHS or equivalent 4.33 4.29Cost per unit - Rs. 2.77 2.74
2) Through turbinesSteam turbineUnits - lacs kwh 29.82 21.62Windmill power
' Units - lacs kwh 124.90 124.492) Furnace oil
Quantity - KL 10,672.72 9,028.16Amount - Rs. lacs 1,138.30 967.63Average - Rs./ KL 10,666 10,718
3) DieselQuantity - KL 215.27 181.67Amount - Rs. lacs 48.14 36.15Average - Rs./ KL 22,363 -19,899
4) LSHSQuantity - MT 74,402.54 77,014.68Amount - Rs. lacs 8,622.09 8,945.91Average - Rs./MT 11,588 11,616
5) Superior keroseneQuantity - KL 9,051.72 9,032.74Amount - Rs. lacs 1,279.16 1,124.13Average - Rs./KL 14,132 12,445
6) Others - Internal generationMethane gas - lac MJ 36.58 41.68Hydrogen - MT 650 642
B. CONSUMPTION PER UNIT OF PRODUCTION1) PVC resin
Electricity - (kwh) 1,134 1,215Superior kerosene - (Itr) 140 146Furnace oil - (kg) 350 407
2) Caustic sodaElectricity - (kwh) - Mercury cell plant 3,248 3,237Electricity - (kwh) - Membrane cell plant 2,703
3) ChloromethanesElectricity - (kwh) 422 422LSHS - (kg) 233 227
4) TrichloroethyleneElectricity - (kwh) 403 383LSHS - (kg) 203 197
Note:Electricity for caustic soda is for electrolysis. LSHS denotes the LSHS equivalent of steam consumption.
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SANIVIAR
Corporate Governance
The Securities and Exchange Board of India (SEBI) has introduced a code of corporate governance for listedcompanies which is implemented through the Listing Agreements with the Exchanges with which the companyis listed. The company has complied in all material respects with the corporate governance requirements setout in Clause 49 of the Listing Agreement.
1. Brief statement on company's philosophy on code of governance
The company believes that good corporate governance leads to corporate growth and long term gainin shareholder value. The company is committed to maintaining the highest standards of corporategovernance in its conduct towards shareholders, employees, customers, suppliers and other stakeholders.
2. Board of Directors
Composition
The Board of Directors consists of eight Non-Executive Directors, of whom five are independent,and two executive directors. The composition of the Board is in conformity with the Listing Agreement.
Board Meetings
During the year 2003-04, the Board met five times on 21st April 2003, 25th July 2003, 10thSeptember 2003, 25th November 2003 and 12th January 2004.
The following table gives details of the Directors, attendance of the Directors at the Board Meetingsand at the last Annual General Meeting, number of memberships held by Directors in Board/Committees of various companies as on 31.03.2004:
Name
Mr N Sankar
Mr N Kumar
Mr P S Jayaraman
Mr Adit Jain @
Mr P N Kapadia
Mr M K Kumar @
Mr C H Mahadevan*
Mr V Narayanan
Mr N Srinivasan
Mr Vijay Sankar
Category
Chairman, Executive, Promoter
Vice Chairman, Non-Executive, Promoter
Managing Director, Executive
Non-Executive, Independent
Non-Executive
Non-Executive, Independent
Non-Executive, Independent
Non-Executive, Independent
Non-Executive, Independent
Non-Executive, Promoter
AttendanceParticulars
BoardMeetings
5
4
5
5
5
3
5
5
2
5
LastACM
held on10.09.2003
Yes
No
Yes
Yes
Yes
No
Yes
Yes
No
Yes
Number of other directorships inpublic companies and CommitteeMemberships/ Chairmanships
OtherDirector-
ships
11
10
4
-
3
2
-
13
14
13
CommitteeMember-
ships
2
5
2
1
2
3
1
10
6
2
CommitteeChairman-
ships
2 " '
3
-
-
1
2
-
5.
3
-
@ Mr Adit Jain was appointed an alternate director to Mr M K Kumar for the Board and AuditCommittee meetings on 25th November 2003.
* Represents Life Insurance Corporation of India, a shareholder of the company.
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Chemplast Sanmar Limited
I Board Procedure
The Board meets at least once a quarter and the interval between two meetings was not more thanfour months.
The Board is presented with extensive information on vital matters affecting the working of thecompany. Among others, this includes- Operating plans, capital budgets,
quarterly results of the company and its business segments,minutes of meeting of audit committee and other committees,details of any joint venture or collaboration agreement,
- significant developments in the industrial and human relations front,- materially important show cause, demand and penalty notices and prosecution,- materially relevant defaults in financial obligations to and by the company or substantial non
payment for goods sold by the company,- materially significant effluent or pollution problems,
any Issue which involves possible public or product liability claims of a substantial nature,foreign exchange exposure and steps taken by management to limit the risks of adverse exchangerate movement,proposals for diversification, investment, disinvestments and restructuring, and
- non compliance of any regulatory or statutory provision or listing requirements as well asshareholder services.
3. Audit Committee
The company's Audit Committee consists of three Non-Executive Directors - two of them beingindependent. All members of the Committee have financial and accounting knowledge.
The members of the Committee are Mr V Narayanan (Chairman), Mr M K Kumar and Mr N Kumar.Mr Adit Jain was appointed as the alternate director for Mr M K Kumar for the Audit Committeemeeting held on 25th November 2003.
During 2003-04, the Audit Committee met four times -21 st April 2003, 25th July 2003, 25th November2003 and 22nd March 2004. All the members/ alternate director attended the meetings.
The Audit Committee adheres to the SEBI guidelines in terms of quorum for its meetings, functioning,role and powers as also those set out in the Companies Act, 1956.
4. Remuneration Committee
The Board of Directors constituted a Remuneration Committee consisting of three Non-Executiveindependent Directors, namely, Mr M K Kumar (Chairman), Mr N Srinivasan and Mr Adit Jain.
The scope/ role of the Remuneration Committee is to recommend to the Board of Directors theremuneration payable to the Wholetime Directors of the company as and when they come for review.
Remuneration of Directors
The compensation of the wholetime directors comprises of a fixed component and commission. Thewholetime directors are not paid sitting fees for any Board/ Committee meetings attended by them.
Non-Executive Directors are paid a sitting fee of Rs.5,000 for every meeting of the Board orCommittee attended by them, other than Share & Debenture Committee for which the sitting feeis Rs.500.
The Remuneration Committee, during the year 2003-04, met twice on 24th July 2003 and 12thJanuary 2004. Mr M K Kumar and Mr Adit Jain attended both the meetings and Mr N Srinivasanattended one meeting. The committee recommended the commission payable to Mr N Sankar,Chairman for the financial year 2002-03 and revision in Mr P S Jayaraman, Managing Director'sremuneration.
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ASAIMMAR
Details of remuneration paid or payable to Directors for the year ended 31st March 2004:
Director
Mr N SankarMr N KumarMr P S JayaramanMr Adit JainMr P N KapadiaMr M K KumarMr C H MahadevanMr V NarayananMr Vijay SankarMr N Srinivasan
Sitting Fees
Rs.Nil
50,500Nil
45,00025,00045,00030,00050,00025,00015,000
Salary
Rs.40,80,000
Nil24,02,695
NilNilNilNilNilNilNil
RetirementBenefits
Rs.3,57,692
Nil3,18,692
NilNilNilNilNilNilNil
Perquisites
Rs.7,20,000
Nil20,629
NilNilNilNilNilNilNil
Commission
Rs.NilNilNilNilNilNilNilNilNilNil
Total
Rs.51,57,692
50,50027,42,016
45,00025,00045,00030,00050,00025,00015,000
Shareholders/ Investors Grievance CommitteeThe Board' of Directors has constituted a Shareholders/ Investors Grievance Committee consisting ofthree Non-Executive Directors and the Managing Director, which looks into shareholders and investorsgrievances. The members of the Committee are Mr M K Kumar, Mr N Kumar, Mr C H Mahadevan andMr P S Jayaraman, Managing Director. Mr M K Kumar is the Chairman of the Committee.The Compliance officer is Mr P U Aravind, Secretary.During the year 2003-04, the Shareholders/ Investors Grievance Committee met once on 12th January2004 and all the four members attended the meeting.During the year 2003-04, the company received 30 complaints from the investors and all of them wereresolved to the satisfaction of the investors concerned. As on 31.3.2004 there were no investorgrievances pending for a period exceeding one month and no transfers were pending for approval-.
General Body MeetingsThe last three Annual General Meetings of the company were held as under:
Year
2000-01
2001-02
2002-03
Location
Sathguru Gnanananda Hall,Narada Gana Sabha Trust Complex,314 TTK Road, Chennai 600 018Sathguru Gnanananda Hall,Narada Gana Sabha Trust Complex,314 TTK Road, Chennai 600 018Sathguru Gnanananda Hall,Narada Gana Sabha Trust Complex,314 TTK Road, Chennai 600 018
Date
27.09.2001
18.09.2002
10.09.2003
Time
3.00 PM
1 0.00 AM
10.00 AM
Number of specialresolutions passed
' 1
2
3
All special resolutions were passed by show of hands. (Of the 6 special resolutions, 2 related toappointment of auditors).At the Annual General Meeting held on 10th September 2003, one special resolution for grant ofloans/ extension of guarantees/ provision of securities on behalf of Chemplast Chlorochemicals Limitedwas approved by the shareholders through a postal ballot. The voting pattern was as follows:
No. of shares PercentageIn favour of the resolution 2,64,78,074 99.74%Against the resolution 68,449 0.26%
Mr P H Arvindh Pandian was the Scrutiniser. Mr P S Jayaraman, Managing Director andMr R Sukumaran, Secretary, were severally responsible for the entire ballot poll process.At the forthcoming Annual General Meeting, there is no item on the Agenda that needs approval bypostal ballot.
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Chemplast Sanmar Limited
Disclosures
Related party transactions during the year have been disclosed as required under Accounting Standard18 issued by the Institute of Chartered Accountants of India. These transactions are not likely to haveany conflict with the company's interest.
No strictures/ penalties have been imposed on the company by the Stock Exchanges orSEBI or anystatutory authority on any matters related to the capital market during the last 3 years.
Information pursuant to Clause 49 VI (A)(c) of the Listing Agreement: A brief resume and name ofthe companies in which Directors, who are being re-appointed, hold Directorships/ CommitteeMemberships are given below:
a) [Mr N Kumar,| 54, B.E. (Electronics & Communications), is the Chairman of Indchem SoftwareTechnologies Limited and Vice Chairman of The Sanmar Group. Indchem Software has set up amodern high-tech software development facility in Chennai in the areas of web, enterpriseapplications integration and extended enterprises. He was the President of Confederation of IndianIndustry, a leading industrial body, and has participated in various apex bodies. He is associatedwith numerous business, social and cultural organisations.
Mr N Kumar holds Directorships/ Committee Memberships in the following public companies inaddition to his Directorship in Chemplast Sanmar Limited.
1. Indchem Software Technologies Limited
2. AMP Sanmar Life Insurance Company Limited
3. SilkRoute Indchem Limited
4. The India Cements Limited
5. MRF Limited
6. Bharti Tele-Ventures Limited
7. Ennore Port Limited
8. Indchem Software Technologies (India) Limited
1. Bharti Tele-Ventures Limited
2. AMP Sanmar Life Insurance Company Limited
3. Chemplast Sanmar Limited
Executive Chairman
Director
Director
Director
Director
Director
Director
Director
Committee Position
Audit Committee - Chairman
Audit Committee - ChairmanRemuneration Committee - Chairman
Audit Committee - MemberShareholders/ Investors GrievanceCommittee - Member
b) Mr Vijay Sankar, 31, holds a Masters in Business Administration from the JL Kellogg-GraduateSchool of Management, Northwestern University and is a qualified Chartered Accountant. He isalso associated with sports organisations.
Mr Vijay Sankar holds Directorships/ Committee Memberships in the following public companiesin addition to his Directorship in Chemplast Sanmar Limited.
1. SHL Securities (Alpha) Limited
2. Sanmar Holdings Limited
3. Sanmar Engineering Corporation Limited
4 AMP Sanmar Life Insurance Company Limited
5. SilkRoute Indchem Limited
1. AMP Sanmar Life Insurance Company Limited
Director
Director
Director
Director
Director
Committee position
Audit Committee - MemberRemuneration Committee - Member
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SANMAR
c)
9.
Mr N Srinivasan, 59, a Post Graduate in Chemical Engineering from the Illinois Institute of Technology,USA is the Vice Chairman & Managing Director of The India Cements Limited (ICL). 1CL is one ofthe major players in the Cement Industry with a turnover of around Rs.1200 Crores. Mr Srinivasanhas served as the President of Cement Manufacturers' Association, Chairman of the Board ofGovernors of the National Council for Cement Industry, the President of The Madras Chamber ofCommerce and Industry, and is a member of the Prime Minister's Council on Trade and Industry.He is associated with numerous business, social, cultural and sports organisations.
Mr N Srinivasan holds Directorships/ Committee Memberships in the following public companiesin addition to his Directorship in Chemplast Sanmar Limited.1.2.3.4.5.6.7.8.9.10:11.12.13.14.
The India Cements Limited Vice Chairman & Managing DirectorAndhra Pradesh Gas Power Corporation Limited DirectorCeat LimitedCoromandel Electric Company LimitedEWS Finance & Investments LimitedICL International LimitedICL Securities LimitedICL Shipping LimitedICL Sugars LimitedIndia Cements Capital & Finance LimitedM M Forgings LimitedRaasi Cement LimitedSpencer & Co. LimitedVisaka Cement Industry Limited
1. The India Cements Limited
2. ICL Sugars Limited3. Visaka Cement Industry Limited4. India Cements Capital & Finance Limited
5. MM Forgings Limited
DirectorChairman & Managing DirectorChairmanChairmanChairmanChairmanChairmanChairmanDirectorChairmanDirectorChairman
Committee positionShareholders/ Investors GrievanceCommittee - MemberAudit Committee - ChairmanAudit Committee - ChairmanAudit Committee - MemberShareholders/ InvestorsGrievance Committee - ChairmanAudit Committee - Member
Mr Adit Jain, 43, B.E. (Mechanical Engineering) from the Birla Institute of Technology and a Master.in Business Administration from Henley Management College, UK, is the Managing Director of IMAIndia, an associate firm of The Economist Group Asia Pacific. Previously Mr Jain worked withLazard India, an Investment bank as Vice President & Head, Corporate Advisory Services, and wasresponsible for the mergers and acquisitions business. In his current role Mr Jain has advised severalcorporations towards the development of their India strategy. He has successfully handled assignmentsin the areas of policy amendments, entry strategy planning, competitor analysis, scenario planning,joint ventures etc.Mr Adit Jain does not hold Directorship in any public companies. He is a member of the followingcommittee:Chemplast Sanmar Limited Remuneration Committee
Means of communicationThe quarterly/ half yearly/ annual results are published in the New Indian Express, Financial Expressand Daily Thanthi. The financial results of the company are posted on Website - www.sanmargroup.com.As per Clause 51 of the Listing Agreement financial results and shareholding pattern are filed on theElectronic Data Information Filing and Retrieval (EDIFAR) website maintained by National InformationCentre. These are not sent individually to the shareholders.There has been no presentation to analysts.Management Discussion and Analysis highlighting individual businesses has been included in theDirectors' Report.
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Chemplast Sanmar Limited
10. General Shareholders Information
Registered Office
Annual General Meeting
Day
Date
Time
Venue
Tentative Financial Calendar
Annual General Meeting
Financial reporting for the firstquarter ending 30th June 2004
Audited Financial Results for thesix months ending 30th September 2004
Financial reporting for the quarterending 31st December 2004
Audited Results for the year ending31st March 2005
Date of Book Closure
9 Cathedral Road, Chennai 600 086Web : www.sanmargroup.come-mail : [email protected]
Tuesday
08.06.2004
10.30A.M.
Sathguru Gnanananda Hall,Narada Gana Sabha Trust Complex,314 TTK Road, Chennai 600018.
08.06.2004
Last week of July 2004
Last week of November 2004
Last week of January 2005
Last week of June 2005
The Register of Members of the company will be closed from Thursday, the 3rd June 2004 to Tuesday,the 8th June 2004, both days inclusive, for the purpose of Annual General Meeting.
Listing of Equity shares on Stock Exchanges
(D Madras Stock Exchange LimitedExchange Building11 Second Line Beach, Chennai 600 001
The Stock Exchange, MumbaiP J Towers, Dalai Street, Fort,Mumbai 400 001
(3)
Stock Code
Chemplast
506355
Chemplast EQNational Stock Exchange of India LimitedExchange Plaza, 5th FloorBandra Kurla Complex, Bandra (East), Mumbai 400 051
The listing fee has been paid upto date to these Stock Exchanges.
The company is yet to receive approvals from The Calcutta Stock Exchange Association Limited (StockCode 13078) and Vadodara Stock Exchange Limited (Stock Code 6355) for delisting the Equity Sharesof the company.
The Equity Shares of the company were delisted from The Delhi Stock Exchange Association Limitedon 10th December 2003.
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SANMAR
Market Price Data
Month
April 2003
May 2003
June 2003
July 2003August 2003
September 2003October 2003
November 2003
December 2003January 2004
February 2004
March 2004
Bombay Stock Exchange
High(Rs.)
29.1032.0034.00
34.50
30.90
34.00
29.9033.50
46.00
43.50
31.9529.00
Low(Rs.)
26.05
27.5030.1027.05
25.1525.55
26.00
25.6031.9530.80
25.55
20.80
National Stock Exchange
High(Rs.)
29.50
31.7534.00
36.50
32.20
30.95
30.00
34.9045.80
43.45
31.9028.00
Low(Rs.)
25.55
27.00
30.25
28.0027.05
25.60
23.80
23.6031.1030.75
26.50
20.05
225 I
200
175
150
$ 125
c 1 00 •
75
50
25
Relative Performance of Chemplast Share Price vsBSE Sensex & NSE Nifty
»i.
^ •— •
^J&K*^^ 5MI
_^~- *\*"^-̂a-*-**̂ — -*_ r̂"" "x*^_"*• *" *-—-*
Apr-03 May-03 Jun-03 Jul-03 Aug-03 Sep-03 Oct-03 Nov-03 Dec-03 |an-04 Feb-04
-*- Chemplast ~s- BSE Sensex -*- NSE Nifty
Chemplast Share Price 100= 27.75
BSE Sensex 100 = 2959.79
NSE Nifty 100 = 934.05
Code of conduct for prevention of Insider Trading
Mar-04
The company has framed a Code of Conduct for Prevention of Insider Trading based on SEBI (InsiderTrading) Regulations, 1992. This code is applicable to all Directors and designated employees. Thecode ensures the prevention of dealing in shares by persons having access to unpublished pricesensitive information.
Registrar and Transfer Agents
Integrated Enterprises (India) Limited,2nd Floor, Kences Towers, 1 Ramakrishna Street,North Usman Road, T Nagar, Chennai 600 01 7Telephone : 28140801-03 Fax : 28142479Contact person: K Suresh Babu, Deputy General Manager.
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Chemplast Sanmar Limited
Share Transfer System
A Committee of Board approves share transfers in the physical form on a monthly basis. In compliancewith the directions of SEBI, the company immediately on transfer of shares, has sent letters to theinvestors in the prescribed format informing them about the simultaneous dematerialisation optionavailable for shares transferred in their names.
Pursuant to the Scheme of Arrangement between Chemplast Sanmar Limited, Sanmar Properties andInvestments Limited (SPIL) and Sanmar Holdings Limited approved by the High Court of Judicature atMadras on 3rd March 2004 in terms of which SPIL was amalgamated with the company effective 2ndNovember 2003, 1,27,99,730 equity shares of the company were allotted to the shareholders of SPILon 20th April 2004. Permission has been sought to list these shares on the Stock Exchange, Mumbai,National Stock Exchange of India Limited and Madras Stock Exchange Limited. The distribution ofshareholding and shareholding pattern after such allotment are given below:
Distribution of Shareholding
SharesUp to . 500501 - 10001001 - 20002001 - 30003001 - 40004001 - 50005001 - 100001 0001 & aboveTOTAL
Shareholders20804
1140473
115
44
27
38
3622677 @
%
91.7415.0272.0860.5070.1940.1190.1680.158
100.000
No. of shares held20,62,069
8,37,1466,68,2572,84,2461,52,2071,27,9892,62,688
• 4,35,87,3424,79,81,944 ,
%
4.2981.7451.3930.592 .0.3170.2670.547
90.8411 00.000
(@ Prior to consolidation of multiple folios)
Shareholding pattern
Category
A. Promoters' holding1 . Indian Promoters
Foreign Promoters2. Persons acting in concert
Sub-total
B. Non Promoters' holding3. Institutional Investors
a) Mutual Funds & UTIb) Banks, Financial Institutions,
Insurance Companiesc) Foreign Institutional InvestorsSub-total
4. Othersa) Private Corporate Bodiesb) Indian Publicc) NRIs/ OCBsd) Foreign NationalsSub-total
GRAND TOTAL
No. of shares held
3,68,89,189-_
3,68,89,189
1 6,06262,68,990
2,26062,87,312
2,96,57144,44,376
59,0205,476
48,05,4434,79,81,944
Percentage ofshareholding
76.88%,
_
76.88%
0.03%13.07%
-
13.10%
0.62%9.27%0.12%,0.01%
10.02%
100.00%
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Dematerialisation of shares
The shares of the company are compulsorily traded in dematerialised form. The Code Number allottedby National Securities Depository Limited and Central Depository Services (India) Limited isINE488A01019.
Outstanding CDRs/ ADRs/ Warrants or Convertible Bonds
There are no outstanding convertible warrants/ instruments.
Plant Locations
Mettur Dam, Tamil Nadu
Krishnagiri & Panruti,Tamil Nadu
Vedaranyam, Tamil Nadu
Karaikal
PVC
Chlorochemicals:Caustic Soda, Chlorine,Chlorinated Solvents,Refrigerant Gases andSilicon Wafers
Industrial Alcohol
Industrial Salt
Caustic Soda and Chlorine.
Investor Correspondence
(i) For all matters relating to shares,dividends, annual report
(ii) For any other general mattersor in case of any difficulties/grievances.
Integrated Enterprises (India) Ltd.2nd Floor, Kences Towers,1, Ramakrishna Street,North Usman Road, T Nagar,Chennai 600 017Telephone : 28140801-03Fax : 28142479E-mail : [email protected] person: K Suresh Babu,Deputy General Manager.
The SecretaryChemplast Sanmar Limited,9, Cathedral Road, Chennai 600 086Telephone : 28118500/28118120
28118102/ 2811812328118124/ 28118119
Fax : 28112627E-mail : [email protected] (or)
pual ©sanmargroup.com
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Chemplast Sanmar Limited
Auditors' Certificate on compliance with the conditions of Corporate Governanceunder Clause 49 of the listing agreements
1. We have examined the compliance with the conditions of Corporate Governance by ChemplastSanmar Limited (the company) for the year ended March 31, 2004 with the relevant, records anddocuments maintained by the company and furnished to us for our examination and the report onCorporate Governance as approved by the Board of Directors.
2. The compliance with conditions of Corporate Governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by the company forensuring the compliance with the conditions of the Corporate Governance. It is neither an audit noran expression of opinion on the financial statements of the company.
3. Based on the aforesaid examination and according to information and explanations given to us wecertify that the company has complied with the conditions of Corporate Governance as stipulated inClause 49 of the Listing Agreements with the Stock Exchanges.
4. We state that no investor grievances are pending for a period exceeding one month against thecompany as per the records maintained by the Shareholder/ Investors Grievance Committee.
5. We further state that such compliance is neither an assurance as to the future viability of the companynor the efficiency or effectiveness with which the management has conducted the affairs of thecompany.
S.DATTAPartner
(Membership No.F14128)For and on behalf of
Chennai PRICE WATERHOUSE & CO.April 27, 2004 Chartered Accountants
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SANMAR
Auditors' Report
To the Members ofCHEMPLAST SANMAR LIMITED
1. We have audited the attached Balance Sheet of Chemplast Sanmar Limited as at March 31, 2004 andthe relative Profit and Loss Account and Cash Flow Statement for the year ended on that date, whichwe have signed under reference to this report. These financial statements are the responsibility of thecompany's management. Our responsibility is to express an opinion on these financial statementsbased on our audit.
2. We have 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 aboutwhether the financial statements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Government of Indiain terms of Section 227(4A) of the Companies Act, 1956 of India (the Act) and on the basis of suchchecks as we considered appropriate and according to the information and explanations given tous, we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of thesaid Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :
(a) we have obtained all the information and explanations which to the best of our knowledge andbelief 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 companyso far as appears from our examination of those books.
(c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportare in agreement with the books of account.
(d) in our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt withby this report have been prepared, in all material respects, in compliance with the applicableaccounting standards referred to in Section 211 (3C) of the Act.
(e) on the basis of written representations received from the directors and taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2004 from beingappointed as a director in terms of Section 274 (1)(g) of the Act.
(f) in our opinion and to the best of our information and according to the explanations given tous, the Balance Sheet and Profit and Loss Account together with the notes thereon and attachedthereto give in the prescribed manner the information required by the Act and together with theCash Flow Statement also give a true and fair view in conformity with the accounting principlesgenerally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2004;
(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 the Cash Flow Statement, of the cash flows for the year ended on that date.
S. DATTAPartner
(Membership No.F14128)For and on behalf of
Chennai Price Waterhouse & Co.April 27, 2004 Chartered Accountants
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Chemplast Sanmar Limited
Annexure to the Auditors' Report(Referred to in paragraph 3 of our report of even date to the members of Chemplast Sanmar Limited)(i) (a) The company has maintained proper records to-show full particulars including quantitative details and
situation of its fixed assets.(b) The fixed assets of the company have been physically verified during the year by the management and no
material discrepancies between the book records and the physical inventory have been noticed.(c) No substantial part of fixed assets of the company has been disposed of during the year.
(ii) (a) The inventories of the company at all its locations have been physically verified by the management duringthe year.
(b) In our opinion, the procedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and nature of its business.
(c) The company has maintained proper records of inventories and the discrepancies between the physicalinventories and the book records which have been properly dealt with in the books of account were notmaterial.
The company has neither granted nor taken any loans, secured or unsecured, to/ from companies, firms or otherparties covered in the register maintained under Section 301 of the Act.In our opinion, there is an adequate internal control procedure commensurate with the size of the company andthe nature of its business for purchase of inventories and fixed assets and for the sale of goods.(a) In our opinion, the transactions that need to be entered in the register maintained under Section 301 of the
Act have been so entered.(b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to
the prevailing market prices.The company has not accepted any deposits from the public.In our opinion, the company's present internal audit system is commensurate with its size and nature of itsbusiness.On the basis of the records produced, we are of the opinion that, prima facie, the cost records and accountsprescribed by the Government of India under Section 209 (1)(d) of the Act in respect of industrial alcohol,ethylene di chloride, caustic soda and chloromethanes have been maintained. However, we are not required toand have not carried out any detailed examination of such accounts and records.(a) The company has been regular in depositing undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, CustomsDuty, Excise Duty, Cess and other statutory dues with the appropriate authorities in India.
(b) At the end of the financial year there were no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax,Excise Duty and Cess which have not been deposited on account of any dispute except as followsName of the Statute
Tamil Nadu General SalesTax Act, 1955Central Sales Tax Act, 1956Central Excise Act, 1944Central Excise Act, 1944Central Excise Act, 1944Central Excise Act, 1944
Nature of the Amountdues Rs. lacsSales Tax/ Penalty
Sales Tax/ PenaltyExcise DutyExcise DutyExcise DutyExcise Duty
126
112203
1962
Forum where dispute is pending
Sales Tax Appellate Tribunal
Sales Tax Appellate TribunalCustoms, Excise and Service Tax TribunalCommissioner of Central ExciseMadras High CourtAssistant Commissioner of Central Excise
The company did not have any accumulated losses at the end of the financial year, nor had it incurred any cashloss during the financial year or in the immediately preceding financial year.According to the records produced, the company nas not defaulted in repayment of its dues to any financialinstitution or bank or debenture holders during the year.The company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.In our opinion, the terms and conditions in respect of the guarantees given by the company for loans taken byothers from banks and financial institutions are not prima facie prejudicial to the interest of the company.On the basis of review of utilisation of funds on an overall basis, in our opinion, the term loans taken by thecompany were applied for the purposes for which the loans were obtained.
(xv) On the oasis of review of utilisation of funds on an overall basis, in our opinion, the funds raised on short termbasis have not been used for long term investment or vice versa during the year.The company has not made any preferential allotment of shares during the year to parties and companiescovered in the register maintained under Section 301 of the Act.The company has created securities as per debenture trust deed in respect of debentures issued.During the course of our examination of the books of account carried out in accordance with the generallyaccepted auditing practices in India, we have not come across any instance of fraud on or by the company norhave we been informed by the management of any such instance being noticed or reported during the year.Clauses (xiii), (xiv) and (xx) of the aforesaid Order are not applicable to the company.
S. DATTAPartner
(Membership No.F14128)For and on behalf of
Chennai Price Waterhouse & Co.April 27, 2004 Chartered Accountants
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ASANIVIAR
Five Year Summary
(Rs. Crores)
Particulars
Results for the year
Sales, freight earnings and other income
Profit for the year
Profit after tax
Dividend (Equity and Preference)
Year end position
Capital Employed
Fixed assets .
Net current assets
Sources of funds
Shareholders' funds
Equity share capital
Preference share capital
Reserves
Deferred tax liability - Net
Borrowed funds
Equity share statistics
Face value
Earnings
Dividend
Book value
2003-04
582.0.8
8.22
4.62
2.13
361.16
87.92
449.08
47.98
20.50
117.21
185.69
49.00
214.39
449.08
10.00
0.55
-
34.43
2002-03
540.78
24.45
20.63
6.48
350.74
67.18
417.92
35.18
22.50
78.86
136.54
47.30
234.08
417.92
10.00
5.02
1.00
32.42
2001-02
513.28
33.55
20.82
17.64
252.05
163.15
415.20
35.18
29.50
61.92
126.60
48.29
240.31
415.20
10.00
4.80
4.00
27.60
2000-01
443.39
18.19
16.45
7.64
265.22
204.30
469.52
35.18
32.00
95.25
162.43
-
307.09
469.52
(Rs.
10.00
3.24
1.00
37.07
1 999-00
446.09
39.09
30.15
13.45
233.37
165.12
398.49
35.18
35,00
80.32
150.50 '
-
247.99
398.49
per share)
10.00
7.10
2.50
32.83
Note:
Figures have been regrouped where required.
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Chemplast Sanmar Limited
Profit and Loss Account for the year ended March 31, 2004
INCOMESalesLess: Excise duty
Other income
EXPENDITURECost of goods soldSalaries, wages and amenities to staffRepairs and maintenanceOther expensesInterest and finance chargesDepreciation
Profit before taxProvision for current taxProvision for deferred taxProfit after tax
Profit brought forwardBalance of Profit and Loss Account of amalgamating company(Note 3 in Schedule 21)
Transfer from Debenture Redemption Reserve
Transfer to Capital Redemption Reserve
Interim Dividend- Preference dividend (previous year - subject to tax)- Tax on dividend
Proposed final dividend- Equity dividend- Tax on dividend
Profit carried to Balance Sheet
Earnings per shareNotes on Accounts 21
Schedules referred to above form an integral part of these accounts.
This is the Profit and Loss Account referred to in our report of even date
edule
1
2
34567
31.03.2004Rs.Lacs
57360.897465.85
49895.04847.16
50742.20
33369.374537.502234.942970.603540.533266.85
49919.79
822.41(190.00)(170.00)462.41
1995.292724.24
5181.942612.507794.44(200.00)
(212.80)(27.26)
31.03.2003Rs.Lacs
53404.696770.10
46634.59673.73
47308.32
29852.434797.141892.222965.903181.542173.73
44862.96
2445.36(481.00)
99.002063.36
602-.64
2666.00722.17
3388.17(700.00)
(295.98)
S. DATTAPartner(Membership No. F14128)For and on behalf ofPRICE WATERHOUSE & Co.Chartered AccountantsChennaiApril 27, 2004
N. SANKARChairman
P.S. JAYARAMANManaging Director
P.U. ARAVINDSecretary
7354.38
Rs. 0.55
(351.82)(45.08)
1995.29
Rs. 5:02
N. KUMARVice Chairman
ADIT JAINP.N. KAPADIAM.K. KUMAR
C.H. MAHADEVANV. NARAYANAN
VIJAY SANKARDirectors
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SANMAR
Balance Sheet as at March 31, 2004Schedule
SOURCES OF FUNDSSHAREHOLDERS' FUNDSCapitalReserves and surplus
Deferred tax liability-NetLOAN FUNDSSecured loansUnsecured loans
APPLICATION OF FUNDSFIXED ASSETSGross blockLess: Depreciation
Net blockCapital work in progress
INVESTMENTSCURRENT ASSETS,LOANS AND ADVANCES
InventoriesSundry debtorsCash and bank balancesOther current assetsLoans and advances
Less: CURRENT LIABILITIESAND PROVISIONS
LiabilitiesProvisions
NET CURRENT ASSETSMISCELLANEOUS EXPENDITURETO THE EXTENT NOT WRITTENOFF OR ADJUSTED(Note 17 in Schedule 21)
14151617
1920
31.03.2004Rs.Lacs Rs.Lacs
31.03.2003Rs.Lacs Rs.Lacs
89
1011
12
13
6848.1911838.73
17811.803626.85
55722.0420498.88
35223.16892.84
18686.92
4900.00
21438.65
45025.57
36116.00
433.74
5768.227907.69
20542.982864.61
52399.8517444.81
34955.04118.71
13675.91
4730.00
23407.59
41813.50
35073.75
566.23
5057.476262.47445.41
10.413757.85
15533.61
5824.721350.59
7175.31
4061.936215.60
, 661.5758.35
3505.13
14502.58
6222.372128.21
8350.588358.30
117.53
45025.57Notes on Accounts 21Schedules referred to above form an integral part of these accounts.This is the Balance Sheet referred to in our report of even date.
N. SANKARChairman
S. DATTAPartner(Membership No. F14128) P.S. JAYARAMANFor and on behalf of Managing DirectorPRICE WATERHOUSE & Co.Chartered AccountantsChennai P.U. ARAVINDApril 27, 2004 Secretary
6152.00
- 21.52
41813.50
N, KUMARVice Chairman
ADIT JAINP.N. KAPADIAM.K. KUMAR
C.H. MAHADEVANV. NARAYANAN
VIJAY SANKARDirectors
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Chemplast Sanmar Limited
Schedules forming part of the Accounts for the year ended March 31, 2004
SCHEDULE 1
SALES
Polyvinyl chloride
Caustic soda
Chloromethanes
Trichloroethylene
Chlorine
Hydrochloric acid
Refrigerant gases
Ethyl silicate
Hydrogen gas
Silicon wafers (in '000 Nos)
Bromine
Others
Ship earnings
SCHEDULE 2
OTHER INCOME
Dividends from non-trade long term investments *
Share of income from partnership firm
Montreal Protocol compensation
Profit on sale of fixed assets
Commission
Liabilities provided for no longer required written back
Miscellaneous income
Includes tax deducted at source
31.03
QuantityMT
62815
59808
31861
3549
63
73864
1202
382
93
846
117
.2004
ValueRs.Lacs
32752.79
7437.45
10144.99
1630.14
7.32
1244.67
1797.28
375.00
93.29
987.90
78.98
811.08
57360.89
-
57360.89
16.74
6.51
193.61
39.58
61.46
280.55
248.71
847.16
31.03.2003
Quantity ValueMT Rs.Lacs
60962 31794.85
45825 4559.19
30890 8830.05
3372 1461.42
53 5.97
75524 1561.95
1959 2354.98
381 363.32
75 74.04
1548 1464.79
85 50.63
753.30
53274.49
130.20
53404.69
18.23
. 1 7.42
54.97
191.27
47.48
56.49
287.87
673.73
1.91
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ASANiVfAR
31.03.2004Rs.Lacs Rs.Lacs
31.03.2003Rs.Lacs Rs.Lacs
SCHEDULE 3
COST OF GOODS SOLD
Materials
Opening stock
Raw materials
Intermediates
Work in process
Finished goods
Add: Purchases
Raw materials
Intermediates
Less: Closing stock
Raw materials
Intermediates
Work in process
Finished goods
Excise duty on closing stock of finished goods
Less: Excise duty on opening stock offinished goods
Power and fuel
Stores
SCHEDULE 4
SALARIES, WAGES AND AMENITIES TO STAFF
Salaries, wages and bonus
Contribution to provident and other funds
Staff welfare expenses
656.03
1743.72
104.00
462'56 2966 31
5661.18
13222.28 1SS8o16
624.66
2723.32
132.38
459.20 9̂39.56)
679.89
3139.54
79.50
416.84
4816.45
9600.77
656.03
1743.72
104.00
462.56
111.03
137.21(26.18)
17884.03
13992.81
1492.53
33369.37
3943.93
316.08
277.49
4537.50
137.21
115.42
4315.77
14417.22
(2966.31)
21.79
15788.47
12544.30
'1519.66
29852.43
3897.69
594.46
304.99
4797.14
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Chemplast Sanmar Limited
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
SCHEDULE 5
REPAIRS AND MAINTENANCE
Machinery
Buildings
Others
1710.46
231.45
293.03
2234.94
1569.55
129.93
192.74
1892.22
SCHEDULE 6
OTHER EXPENSES
Rent (net of recovery Rs.182.76 lacs; previous year Rs.148.60 lacs)
Insurance
Rates and taxes
Travelling, conveyance and vehicle maintenance
Sales commission
Freight and handling
Miscellaneous expenses
82.73
357.40
489.03
237.00
64.45
784.00
955.99
2970.60
50.56
392.46
335.30
,191.63
95.20
863.71
1037.04
2965.90
SCHEDULE 7
INTEREST AND FINANCE CHARGES
Interest (net of interest on deposits etc. * Rs.55.29 lacs;Previous year Rs.185.08 lacs)
- On fixed loans (including Rs.1225.43 lacs on Debentures;Previous year Rs.1761.05 lacs)
- Others
Lease rent
Difference in exchange (net)
Finance charges
* Includes tax deducted at source
2350.92 2402.25
566.88
247.75
110.79
264.19
3540.53
254.90
247.75
55.67
220.97
3181.54
1.37 30.73
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SANMAR
SCHEDULE 8
CAPITAL
AUTHORISED
7,50,00,000 Equity shares of Rs.10/- each
35,00,000 Cumulative redeemable preference shares of Rs.100/- each
31.03.2004Rs.Lacs
7500.00
3500.00
11000.00
31.03.2003Rs.Lacs
7500.00
3500.00
11000.00
2050.00
6848.19
3518.22
200.00
760.00
ISSUED, SUBSCRIBED AND FULLY PAID UP
4,79,81,944 (previous year 3,51,82,214) Equity shares of Rs.10/- each 4798.19
2,00,000 - 11.5% Cumulative redeemable preference shares of Rs.100/- eachallotted on 30-03-01 redeemable at par at the end of three years from the dateof allotment.
7,60,000 - 10.5% Cumulative redeemable preference shares of Rs.100/- eachallotted on 31-08-2000 and 28-09-2000 redeemable at par within 36 monthsfrom the date of allotment, *
7,50,000 - 8% Cumulative redeemable preference shares of Rs.100/- eachallotted on 20-05-02 redeemable at par at the end of five years from the dateof allotment subject to put and call option at the end of the 36th month. * - 750.00
5,40,000 - 8% Cumulative redeemable preference shares of Rs.100/- eachallotted on 28-09-02 redeemable at par at the end of three years from the dateof allotment subject to put and call option at the end of every year. * - 540.00
20,50,000 - 9.5% Cumulative redeemable preference shares of Rs.100/- eachredeemable at par on 29-08-06. ( * consequent on revision in terms of allotment)
, 5768.22
Note:
Of the above
(a) Number of equity shares issued and allotted as fully paid up pursuantto schemes of amalgamation without payment being received in cash 2,16,72,615 88,72,885
(b) Number of equity shares allotted as bonus shares by way of capitalisationof Reserves (Rs.443.64 lacs) and from share premium account(Rs.1407.29 lacs) .1,85,09,329 1,85,09,329
(c) Number of equity shares held by Sanmar Holdings Limited, the holdingcompany and its subsidiaries. 3,67,68,115 2,63,07,207
76.63% 74.77%
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Chemplast Sanmar Limited
As at31.03.2003 Additions
Rs.Lacs Rs.Lacs
As atDeductions 31.03.2004
Rs.Lacs Rs.Lacs
SCHEDULE 9
RESERVES AND SURPLUS
General Reserve
Capital Redemption Reserve
Debenture Redemption Reserve
Profit and Loss Account
Additions include transfers referred to in Note 3 in Schedule 21
1327.40
1460.00
3125.00
1995.29
7907.69
981.50
202.95
-
7354.38
8538.83
-
.
2612.50
1995.29
4607.79
2308.90
1662.95
512.50
7354.38
11838.73
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
SCHEDULE 10
SECURED LOANS
Debentures
Term loans from
Bank
Financial institution
Others
Cash credit and working capital demand loan from banks
For nature of security and redemption particulars refer Note 12 in Schedule 21
SCHEDULE 11
UNSECURED LOANS
Short term loans from banks
Commercial papers *
* Maximum amount raised at any time during the year
2050.00
6171.97
7500.00
2089.83
17811.80
3626.85
3626.85
1000.00
12500.00
2000.12
775.95
4000.00
1266.91
20542.98
1864.61
1000.00
2864.61
2000.00
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ASANIVIAR
SCHEDULE 12
FIXED ASSETSRs. Lacs
CROSS BLOCK DEPRECIATION NET
Land
Buildings
Plant andmachinery
Furniture andoffice equipment
Vehicles
Previous year
Capital work in
As at31.03.2003 Additions
3181.99 128.44
4304.94 139.15
43632.19 3082.09
1038.11 115.43
242.62 75.38
52399.85 3540.49
41755.51 13135.58
progress
As at For the Upto As atDeletions 31.03.2004 year 31.03.2004 31.03.2004
3310.43 - 25.76 3284.67
2.11 4441.98 166.68 948.97 3493.01
170.82 46543.46 2861.93 18411.91 28131.55
9.05 1144.49 193.47 938.26 206.23
36.32 281.68 44.77 173.98 107.70
218.30 55722.04 3266.85 20498.88 35223.16
2491.24 52399.85 2395.57 17444.81
892.84
36116.00
BLOCK
As at31.03.2003
3156.23
3520.54
27912.32
284.89
81.06
34955.04
118.71
35073.75
Refer Note 2 in Schedule 21 for details of revaluation of certain freed assets
31.03.2004 31.03.2003"Rs.Lacs Rs.Lacs
SCHEDULE 13
INVESTMENTS
Long term investments (non trade - unquoted)
i) In shares of bodies corporate
ii) In a partnership firm (Rs.100)
iii) In units of UTI
iv) In Government securities
SCHEDULE 14
INVENTORIES
Stores and spares
Raw materials
Intermediates
Work in process
Finished goods
433.51
0.23
433.74
1117.91
624.66
2723.32
132.38
459.20
5057.47
431.00
135.00
0.23
566.23
1095.62
656.03
1743.72
104.00
462.56
4061.93
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31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
SCHEDULE 15
SUNDRY DEBTORS(Unsecured, considered good)
Debts outstanding for a period of less than six months
SCHEDULE 16
CASH AND BANK BALANCES
Cash, cheques and stamps on hand
Balances with scheduled banks
on current accounts
on deposit accounts
Balance in Post Office Savings Bank Account
SCHEDULE 17
OTHER CURRENT ASSETS(Unsecured, considered good)
Interest accrued on deposits etc.
Claims receivable
SCHEDULE 18
LOANS AND ADVANCES(Unsecured, considered good)
Advances recoverable in cash or in kind or for value to be received
Deposits
Balances with customs and excise authorities
6262.47
6262.47
17.52
422.84
4.090.96
445.41
1.96
8.45
10.41
1518.60
1772.68
466.57
3757.85
SCHEDULE 19
LIABILITIES
Sundry creditors
Small scale industrial undertakings (SSls)
Others
Unclaimed dividends
Unclaimed matured deposits
Interest on unclaimed matured deposits
Interest accrued but not due on loans
Note:
There is no amount due to be credited to Investor Education and Protection Fund.
25.92
5624.75
39.70
2.87
0.31
131.17
5824.72
6215.60
6215.60
174.91
482.60
2.99
1.07
661.57
58.35
58.35
1710.31
1268.71
526.11
3505.13
41.86
5735.95
30.32
7.31
0.88
406.05
6222.37
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ASANiVIAR
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
SCHEDULE 20
PROVISIONS
Provision for taxation (Current) 1429.67 1701.87
Less: Advance income tax and tax deducted at source (1329.08) (1610.56)
100.59 91.31
Provision for contingencies - 390.00
Provision for asset impairment 1250.00 1250.00
Proposed dividend - 351.82
Tax on dividend - 45.08
1350.59 2128.21
SCHEDULE 21
NOTES ON ACCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES:
1.1 Revenue recognition:
a) Sales are recognised on despatch of products to customers, which generally coincides with transferof ownership. Sales are net of returns, trade discounts and allowances.
b) Dividends are accounted when the right to receive is established.
1.2 Valuation of assets:
a) Inventories
Stores and spares : At weighted average cost
Raw materials : At weighted average cost
Intermediates
- Purchased : At weighted average cost
- Own manufactured : At cost
Work in process : At cost
Finished goods : At lower of cost and net realisable value
b) Fixed assets
- Revalued Land, Buildingsand Plant and Machineryof PVC division : At revalued value
- Others : At cost
c) Investments
Long term : At cost or lower of cost where there is any diminutionin value, other than temporary
1.3 Depreciation:
Depreciation on fixed assets is provided on a straight line basis at the rates (other than the assets statedbelow) specified in Schedule XIV of the Companies Act, 1956:
i) On all assets whose actual cost does not exceed Rs.5,000/- - 100%,
ii) On computers and peripherals and motor cars - 33.33%.
iii) On furniture and office equipment - 20%iv) On revalued buildings and plant and machinery - on the respective revalued amounts over the
balance useful life as determined by the valuers.
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In the event the useful life of any fixed asset being assessed to be lower than the life derived fromSchedule XIV rates, the book value of such assets is charged off as depreciation.
1.4 New project expenses/ Borrowing costs
Salaries and related costs, travel and other direct costs relating to new projects incurred prior to theircommencement of operation which are in the process of implementation are capitalised.
Borrowing costs that are directly attributable to the acquisition, construction or production of aqualifying asset are capitalised as part of the cost of the asset.
1.5 Retirement benefits
Contributions to the Provident Fund are paid to funds maintained by the Commissioners and EmployeesProvident Fund Trusts and charged off to revenue.
The company has covered its gratuity and superannuation liabilities with Life Insurance Corporationof India (LIC) and the contributions to LIC are charged off to revenue. The contribution towards gratuityis based on actuarial valuation.
1.6 Foreign currency transactions
Foreign currency transactions are recorded at the rate of exchange prevailing on the date of therespective transactions.
Foreign currency assets and liabilities are converted at contracted/ year end rates as applicable.
Exchange differences on settlement/ conversion are adjusted to:
i) Cost of fixed assets, if the foreign currency liability relates to fixed assets.
ii) Profit and Loss Account in other cases. Wherever forward contracts are entered into, the exchangedifference is dealt with in the Profit and Loss Account over the period of the contracts.
Realised gains or losses on cancellation of forward contracts are recognised in the Profit and LossAccount of the year in which they are cancelled except in case of forward exchange contracts relatingto liabilities incurred for acquiring fixed assets, in which case the gain or loss is adjusted to thecarrying cost of such assets.
1.7 Income tax
Provision for Income tax is made for both current and deferred taxes. Provision for current income taxis made on the assessable income at the tax rate applicable to the relevant assessment year. Deferredtax is accounted for by computing the tax effect of the timing difference which arise during the yearand reverse out in the subsequent periods. Deferred tax is calculated at currently applicable tax rates.Deferred tax assets are recognised only if there is virtual certainty that they will be realised.
1.8 Research and Development
Revenue expenditure on research and development is charged as an expense for the period in whichit is incurred.
2. Revaluation of fixed assets
Land, Buildings and Plant and Machinery of the PVC division (other than certain buildings andmachinery) were revalued as at October 1, 2002 on the governing principles of current cost afterconsidering depreciation upto the date of revaluation as per the valuer's report and the net increasein the book value arising from such revaluation aggregated to Rs.11 780.60 lacs.
Depreciation charge for the year ended March 31, 2003 is net of Rs.221.84 lacs adjusted againstrevaluation reserve.
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ASASWVIAR
3. Scheme of Arrangement
3.1 Pursuant to the Scheme of Arrangement (Scheme) between the company, Sanmar Properties andInvestments Limited (SPIL), Sanmar Holdings Limited (SHL) and their respective shareholders asapproved by the shareholders of the company at their meeting held on February 6, 2004 andas approved by the High Court of Judicature at Madras vide its Order dated March 3, 2004, SPILwas amalgamated with the company with effect from November 2, 2003 (the Effective Date).Prior to the amalgamation SPIL was carrying on the business of investment in shares andsecurities. The amalgamation has been accounted under the "pooling of interest" method.
3.2 As per the Scheme the entire business of the properties, assets, investments and liabilities of SPIL(other than the investment and shipping business which was demerged into SHL with effect fromNovember 1, 2003 under the Scheme), rights, liberties, privileges and powers, investments,inventories, assets, stocks, securities and all assets of whatsoever nature, the amount requiredto be paid by SHL to SPIL in terms of the Scheme, benefits of all contracts, deeds and instruments,licences, trademarks, agreements and all other instruments of whatsoever kind, nature ordescription of SPIL and all debts, liabilities, duties and obligations of SPIL (other than thoserelating to the investment and shipping businesses as mentioned aforesaid) without any furtheract or deed have been transferred to and vested in the company at the values appearing in thebooks of accounts of SPIL, on the Effective Date.
3.3
3.4
The assets, liabilities and reserves of SPIL transferred to and vested in the company as set Outbelow have been dealt with in accordance with the Court Order.
Assets
Accounts receivable
Bank balance - Unpaid dividend account
Advance payment of tax and tax deducted at source
Liabilities
Unclaimed dividend
Provision for taxation
Net Assets
Represented by
(i) Issue and allotment of 1,27,99,730 equity shares ofRs.10 each as fully paid up to the shareholders of SPILin the proportion of one equity share in the companyfor every one equity share held by them in SPIL.
(ii) Reserves and Surplus
Capital Redemption Reserve
General Reserve
Profit and Loss Account
Rs.Lacs Rs.Lacs
5000.00
13.86
326.77 5340.63
13.86
338.11 351.97
4988.66
1279.97
2.95
981.50
2724.24 3708.69
4988.66
Although the allotment of shares under the Scheme was made only on April 20, 2004 the effectof the allotment has been reflected in these Accounts as the Effective Date of amalgamationunder the Scheme is November 2, 2003. The new equity shares allotted rank pari passu in allrespects with the existing equity shares of the company.
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Chemplast Sanmar Limited
4. Information in respect of each class of goods manufactured:
CLASS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Notes:
1.
2.
3.
5.
OF GOODS
Caustic soda
Chlorine
Chloromethanes
Trichloroethylene
Polyvinyl chloride
Refrigerant gases
Hydrogen gas
Silicon ingots (Kgs.)
Silicon wafers ('000 Nos.)
Ethyl silicate
Bromine
Polysilicon (Kgs.)
Silicon tetrachloride
Installed Production Captive Opening OpeningCapacity Consumption/ Stock Stock
Samples etc ValueMT MT MT MT Rs.Lacs
66000(46200)
58400(40980)
22000(22000)
5000(5000)
60000(60000)
2500(2500)
1155(1155)
12000(12000)
2000(2000)
600(600)
120(120)
25000(25000)
600(600)
Licensed capacity is not applicable
Installed capacities are
Figures for the previous
as certified
63073(49799)
56153(43956)
33762(33822)
3517(3350)
62719(60812)
1176(1963)
1413(1064)
39663(22274)
920(1564)
341(401)
119(85)
(-)
518(552)
to any
by the
year are shown in
3594(3213)
55956(43951)
1848(2935)
7(15)
2(2)
10(24)
1320(989)
44705(18422)
_
(-)
(-)
_
(-)
(-)
524(538)
of the goods
management.
brackets.
1136(375)
107(155)
60(63)
77(114)
212(364)
66(86)
(-)
7698(3846)
38(22)
57(37)
_
(-)
(-)
31(17)
manufactured
123(42)
9(7)
13(11)
36(38)
107(150)
68(102)
(-)
242(120)
31(20)
55(31)
__
(-)
(-)
12(4)
by the
31
Closing ClosingStock Stock
ValueMT Rs.Lacs
807(1136)
241(107)
113(60)
38(77)
114(212)
30(66)
(-)
2656(7698)
110(38)
35(57)
2
(-)
W
25(31)
company.
.03.2004Rs.Lacs
94(123)
12(9)
32(13)
20(36)
59(107)
39(68)
(-)
107(242)
101(31)'
34(55)
2
(-)
(-) '
11(12)
31.03.2003Rs.Lacs
Value of imports on GIF basis:
Raw materials/ Intermediates
Components and spare
Capital goods
parts
8066.86
432.92
713.78
9213.56
4195.79
170.38
46.38
4412.55
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SANMAB
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
6. Expenditure in foreign currency (on payment basis)
Interest
Commission
Others (travelling, subscription, membership etc.)
Value of raw materials and purchased intermediates consumed:
(a) Raw materials/ Purchased intermediates
Imported - C I F
- Duty etc.
Indigenous
(b) Consumption of raw materials and purchased
Molasses
Alcohol
Calcium carbide
Ethylene di chloride
Methanol
Chlorine
Emulsifiers
Anhydrous hydrofluoric acid
Polysilicon (Kgs.)
Burnt lime
Other raw materials
Earnings in foreign exchange:
FOB value of exports
Commission
31.03.2004Rs. % of
Lacs consumption
7650.90 42%
2204.89 12%
8566.64 46%
18422.43 100%
intermediates:
31.03.2004Quantity AmountMT/KL Rs.Lacs
85672 817.07
29400 3731.18
2772 629.87
43945 6906.66
11592 1842.36
19808 1512.95
926 355.24
508 267.21
22599 303.99
2258 90.40
1965.50
18422.43
52.60
55.58 46.12
35.95 1 7.49
91.53 116.21
31.03.2003Rs. % of
Lacs consumption
5458.41 34%
1237.95 8%
9118.10 58%
15814.46 100%
31.03.2003Quantity AmountMT/KL Rs.Lacs
74927 734.91
32860 3492.65
2561 553.60
35575 4103.48
11353 1327.22
32609' 2843.27
997 400.89
769 376.43
34678 ' 440.00
2337 94.75
1447.26
15814.46
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
2369.19 2965.37
0.22 0.20
2369.41 2965.57
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31.03.2004Rs.Lacs
9. Computation of net profit in accordance with Section 349read with Section 198 of the Companies Act, 1956 andDirectors' remuneration
Profit before tax as per profit and loss account 822.41
Add: Directors' remuneration 79.00
Directors' sitting fees 2.86 81.86
904.27Less: Capital profit on sale of fixed assets as per Section 349 28.47
Profit under Section 349 of the Companies Act, 1956 875.80
Maximum managerial remuneration to Wholetime Directorspermitted under the Companies Act, 1956 87.58
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
Directors' remuneration for the year
'Salary 64.83 58.04
Commission - 36.00
Contribution to provident and other funds 6.76 6.20
Perquisites 7.41 7.50
79.00 107.74
10. Auditors' remuneration and expenses:
For statutory audit 13.00 11.50'
For tax audit 2.50 2.25
For other services 7.50 5.50
Service tax 1.84 0.96
Expenses 0.25 0.30
25.09 20.51
11. Sitting fees paid to Directors 2.86 2.72
12. Security/ Redemption particulars:
A. Debenturesi) 410 - 12.50% Secured redeemable non-convertible debentures - XIII Series of Rs.5,00,000
each aggregating to Rs.2050 lacs are redeemable at par in three annual instalments of Rs.300lacs, Rs.750 lacs and Rs.1000 lacs commencing from 30th April 2004.
ii) The above debentures are secured by first pari passu charge on land, buildings, plant andmachinery subject to prior charge on assets referred to in C below.
iii) Debentures aggregating to Rs.10450 lacs were redeemed during the year.
B. Term loans from banksi) Loan amounting to Rs.1500 lacs is secured by second charge on land, buildings, plant and
machinery,ii) Loan amounting to Rs.2500 lacs is secured by way of guarantee given by another bank which
in turn is secured by first pari passu charge on land, buildings, plant and machinery subject toprior charge on assets referred to in C below,
iii) Loans amounting to Rs.2171.97 lacs are secured by first pari passu charge on land, buildings,plant and machinery subject to prior charge on assets referred to in C below.
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ASANIVIAR
C. Term loans from others are secured by equitable mortgage of specific land and buildings.
D. Cash credit and working capital demand loans from banks are secured by a first charge oninventories and book debts.
13. Details of investments:
3T.03.2004Face value No. ofper share shares Amount
Rs. Rs.Lacs
31.03.2003Face value No. ofper share shares Amount
Rs. Rs.Lacs
A. Investment in shares ofbodies corporate (unquoted)
Fully paid up equity shares
Chemplast Chlorochemicals Limited
Cabot Sanmar Limited
B. Investment in capital of a Partnership
Partners' Name
Asco (India) Limited
BS&B Safety Systems (India) Limited
Cabot Sanmar Limited
Chemplast Sanmar Limited
Fisher Sanmar Limited
Flowserve Sanmar Limited
Sanmar Engineering Services Limited
Sanmar Foundries Limited
Sanmar Shipping Limited
Sanmar Speciality Chemicals Limited
Sanmar Weighing Systems Limited
Sensortronics Sanmar Limited
Tyco Sanmar Limited
Xomox Sanmar Limited
C. Investment in units
Units of Unit Trust of India
Institutional Investors Special fundUnit scheme 98
D. Investment in Government securitiesNational Defence/ savings certificate
10 25,000
10 43,10,000
2.51
431.00
433.51
10 43,10,000 431.00
431.00
firm:- Cathedral Corporate Finance
Profit sharing ratio
Profits are shared
by partners with
positive aggregate
daily balances in
the proportion of
such balances.
Losses are
shared equally by
partners.
AmountRs.
100
100
100
100
100
100
100
100
100
100
100
100
100
100
1400
0.23
433.74
10 13,50,000 135.00
0.23
566.23
Note:
25,000 Equity Shares of Rs.10 each in Chemplast Chlorochemicals Limited were purchased and sold during the year.
39
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Chemplast Sanmar Limited
14.
15.
16.
17.
18.
19.
20.
21.
22.
Contingent liabilities
(a) Claims against the company not acknowledged as debts
(b) In respect of guarantees to banks and financial institutionsfor loans/ obligations granted by them to associate companies
Future lease commitments
Estimated amount of contracts remaining to be executedon capital account and not provided for
Details of miscellaneous expenditure and basis of amortisation
(a) Revenue expenditure on implementation of ERP
(b) Ancillary costs related to borrowings
(c) Others
Basis of amortisation
(a) Over a period of three years.
(b) Over the currency of the borrowing commencing from thefirst withdrawal of amount borrowed.
Deferred taxation
Deferred tax liability is on account of:
- Timing difference relating to depreciation
- Others
31.03.2004 31.03.2003Rs.Lacs Rs.Lacs
549.00
147.41
80.00
1450.00
19.82
97.71
117.53
5224.00
(324.00)
4900.00
1540.11
9471.96
143.87
51.00
21.52
21.52
5277.00
(547.00)
4730.00
There are no SSIs in respect of whom the company's dues are outstanding for more than 30 days. Thisinformation and that disclosed in Schedule 19 have been determined to the extent such parties havebeen identified on the basis of information available with the company.
Expenses deferred to be recognised in subsequent accounting periodin respect of forward exchange contracts
Interest on fixed loans is net of Rs.8.83 lacs(previous year - Nil) being interest capitalised.
Earnings per share
Profit after taxation as per Profit and Loss Account
Less: Preference dividend and tax thereon
31.03.2004Rs.Lacs
13.55
31,03.2003Rs.Lacs
.55.28
462.41240.06
Adjusted profit
Weighted average number of EquityShares outstanding
Earnings per share (In Rupees)
(A)
(B)
(A)/ (B)
222.35
4,04,62,977
0.55
2063.36
295.98
1767.38
3,51,82,214
5.02
40
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23. Segment Reporting
The company has considered business segment as the primary segment. Segments have been identifiedtaking into account the nature of the products, the differing risks and returns, the organisation structureand internal reporting system.
The company caters mainly to the needs of the domestic market. The export sales is not significantin the context of total sales. As such there are no reportable geographical segments.
Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respectiveamounts identifiable to each of the segments as also amount allocated on a reasonable basis.
Assets and Liabilities that cannot be allocated between the segments are shown as part of unallocatedcorporate assets and liabilities respectively.
Inter segment transfer pricing policy - all inter segment transfers are at cost.
INFORMATION ABOUT THE PRIMARY BUSINESS SEGMENTS
Rs.Lacs
REVENUE
External Sales(Net of excise duty)
Add: Inter Segment Sales
Total Segment Revenue
Segment Result(Profit before interest and tax)
Interest and finance charges
Profit before tax
Provision for tax
Current
Deferred
Profit after tax
OTHER INFORMATION
Segment Assets
Unallocated Corporate Assets
Total Assets
Segment Liabilities
Unallocated Corporate Liabilities
Total Liabilities
Capita] Expenditure
Depreciation
PVC
2003-04
30687.84
259.61
30947.45
2122.55
35940.26
3211.44
4144.38
1760.83
2002-03
28585.02
162.32
28747.34
3753.57
31415.85
3114.86
1044.02
1195.37
Chlorochemicals
2003-04
19207.20
552.75
19759.95
2217.14
15383.82
3689.23
170.24
1506.02
2002-03
17919.37
477.11
1 8396.48
1710.58
17631.11
4302.94
227.00
975.26
Others
2003-04
_
-
-
23.25
433.74
-
-
2002-03
130.20
-
130.20
162.75
566.23
-
3.10
Total
2003-04
49895.04
4362.94
3540.53
822.41
190.00
170.00
462.41
51757.82
443.06
52200.88
6900.67
26613.29
33513.96
4314.62
3266.85
2002-03
" 46634.59
5626,90
3181.54
2445.36
481.00
(•99.00)
2063.36
49613.19,
550.88
50164.07
7417.80
29070.36
36488.16
1271.02
2173.73
41
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Chemplast Sanmar Limited
24. Related party disclosures
(a) List of parties where control existsN SankarSanmar Holdings LimitedCabot Sanmar Limited
Also Key Management PersonnelHolding CompanyThis company holds 50% of equity capital of CabotSanmar Limited
(b) Associates/ Fellow SubsidiariesAMP Sanmar Life Insurance Company LimitedAsco (India) LimitedBS&B Safety Systems (India) LimitedCathedral Corporate FinanceChemplast Chlorochemicals LimitedFisher Sanmar LimitedFlowserve Sanmar LimitedFortis Investments (Beta) LimitedIndchem Software Technologies LimitedKalamkriya Limited
(c) Key Management PersonnelP S Jayaraman
(d) Relatives of Key Management PersonnelN Kumar - Brother of N SankarVijay Sankar - Son of N Sankar
(e) List of transactions with related parties
Sanmar Foundries LimitedSanmar Group Corporate FinanceSanmar Properties and Investments LimitedSanmar Realty LimitedSanmar Shipping LimitedSanmar Speciality Chemicals LimitedSanmar Weighing Systems LimitedTyco Sanmar LimitedXomox Sanmar Limited
Rs.Lacs
Description
Transactions during the yearPurchasesSalesShip earningsCommission receivedShare of income frompartnership firmInterest received/ (paid)Expenses recoveredRent received/ (paid)Lease rent paidFinance Charges paidSale/ (Purchase) of SharesDeposits made/ (received)Advances given/ (received)RemunerationSitting FeesGuarantees given/ (withdrawn)
Balances as at end of the yearLoans and AdvancesSundry DebtorsSundry CreditorsGuarantees outstanding
Parties wherecontrol exists
31.03.2004
-
373.25-
61.25
-
(21.79)2.10
10.90--2.51-
-51.58-
-
0.328.12-
-
31.03.2003
0.89373.42
-46.75
-
140.42
-10.63-
---
(2500.00)87.02--
-
55.56-
-
Associates/ FellowSubsidiaries
31.03.2004
191.33107.31
--
6.51
-88.00
(73.97)
247.7515.51(5.00)
18.11
--
-
(9324.55)
959.71
3.34101.19147.41
31.03.2003
194.10120.31130.20-
17.42
-45.29
4.87247.75
22.62-
(20.98)
--
-(5828.04)
1156.2013.2084.13
9471.96
Key ManagementPersonnel
and Relatives
31.03.2004
--
--
-
---7.20
---
-27.42
0.76
-
--
-
-
31.03.2003
--
--
-
-- -
-6.90----
20.720.81-
--
-
-
Also refer Note 3 for adjustment arising from Scheme.
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ASANMAR
25.Balance Sheet abstract and company's general business profileI
V
Registration DetailsRegistration No.Balance Sheet DateCapital raised during the year (Amount in Rs.Thousands)
State Code[T8~
Rights Issue
Private Placement *I 1 2 7 9 9 7 I
* Refer Note 3Position of Mobilisation and Deployment of Funds(Amount in Rs.Thousands)
Total Liabi l i t ies
Sources of Funds
Total Assets
Application of Funds
Paid up Capital
Secured Loans
Deferred Tax LiabiIity
Net Fixed Assets
Net Current Assets
Accumulated Losses
IV Performance of the company (Amount in Rs.Thousands)Turnover (including other income)
+/ - Profit/ Loss Before Tax
Earning per equity share in Rs.
+/ - Profit/ Loss After Tax
390410
Generic Names of Three Principal Products/ Services of company(As per monetary terms)Item Code No. (ITC Code)Product DescriptionItem Code No. (ITC Code)Product DescriptionItem Code No. (ITC Code)
PVC resins290311
Chloromethanes291510
Product Description Caustic soda26. Previous year's figures have been regrouped wherever necessary.
(Signatories to Schedules 1 to 21)N. SANKAR
Chairman
P.S. JAYARAMANManaging Director
ChennaiApril 27, 2004
P.U. ARAVINDSecretary
N. KUMARVice Chairman
ADIT JAINP.N. KAPADIAM.K. KUMAR
C.H. MAHADEVANV. NARAYANAN
VIJAY SANKARDirectors
43
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Chemplast Sanmar Limited
Cash Flow Statement for the year ended March 31, 2004
A. CASH FLOW FROM OPERATING ACTIVITIES:NET PROFIT BEFORE TAX
Adjustments for:Add: Depreciation
Interest and finance chargesLoss on sale of assets/ Investments
Less: Profit on sale of assets/ InvestmentsInterest/ Dividend/ Share of profit
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGESAdjustments for changes in
Trade and other receivablesInventoriesTrade and other payables
Compensation received from Multilateral Fund (directlycredited to Special reserve)
CASH GENERATED FROM OPERATIONSDirect taxes paid (Net)Deferred revenue expenditure (Net)
NET CASH FROM OPERATING ACTIVITIESB. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed assetsSale of investmentsPurchase of investmentsSale of fixed assetsInterest received/ Share of profitDividend received
NET CASH USED IN INVESTING ACTIVITIESC. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issue of preference sharesRedemption of preference shares(Increase)/ decrease in dues from subsidiaryProceeds from long term borrowingsRepayment of long term borrowingsProceeds/ (Repayment) of short term borrowings (Net)Interest and finance charges paidDividends/ Tax on dividends paid
NET CASH USED IN FINANCING ACTIVITIESD. Accounts receivable taken over on amalgamation, realised
(Refer Note 3 in Schedule 21)NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C + D)
Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the year
Note: Figures in brackets indicate cash outflowThis is the Cash Flow Statement referred to in our report of even date
N. SANKARChairman
S. DATTAPartner(Membership No. F14128) P.S. JAYARAMANFor and on behalf of Managing DirectorPRICE WATERHOUSE & Co.Chartered AccountantsChennai P.U. ARAVINDApril 27, 2004 Secretary
31.03.2004Rs.Lacs
822.41
3266.853595.82
0.227685.30
39.5878.54
7567.18
(262.57)(995.54)(493.47)
5815.60(189.85)(117.53)
5508.22
(4314.62)137.52
(5.03), 44.91
72.7116.74
(4047.77)
(200.00)
8250.10(11304.08)
1085.03(3870.70)
(636.96)
5000.00
(216.16)661.57445.41(216.16)
31.03.2003Rs.Lacs
2445.36
2173.733366.62
7.377993.08
191.27220.73
7581.08
3332.121682.14
(1052.65)112.27
11654.96(391.78)(211.06)
11052.12
(1271.02)
-202.86185.08 •
18.23(864.85)
1290.00(1990.00)(3977.40)4000.00(5078.55)
454.79(3407.95)(1703.27)
(6676.61) (10412.38)
(225.11)886.68661.57(225.11)
N. KUMARVice Chairman
ADIT JAINP.N. KAPADIAM.K. KUMAR.
C.H. MAHADEVANV. NARAYANAN
VIJAY SANKARDirectors
44
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Chemplast Sanmar Limited SANIVIAR
Notice of Annual General Meeting
The Twentieth Annual General Meeting of Chemplast Sanmar Limited will be held on Tuesday, the 8th June 2004at 10.30 A.M at Sathguru Gnanananda Hall, Narada Gana Sabha Trust Complex, 314 T T K Road, Chennai600 018 to transact the following :
ORDINARY BUSINESS
I . To receive, consider and adopt the Directors' Report, the audited Balance Sheet as at 31st March 2004, theProfit and Loss Account for the year ended 31st March 2004 and the Auditors' Report thereon.
2. To declare Preference Dividend.
3. To appoint a Director in the place of Mr N Kumar who retires at this meeting and is eligible for reappointment.
4. To appoint a Director in the place of Mr Vijay Sankar who retires at this meeting and is eligible forreappointment.
5. To appoint a Director in the place of Mr N Srinivasan who retires at this meeting and is eligible forreappointment.
6. To appoint Auditors and fix their remuneration.
Price Waterhouse & Co., Chartered Accountants, Chennai are the retiring auditors and are eligible forreappointment.
SPECIAL BUSINESS:
7. To appoint Mr Adit Jain as a Director of the company liable to retire by rotation and to consider and if thoughtfit, to pass the following resolution, of which notice has been received from a member under Section 257of the Companies Act, 1 956, as an ordinary resolution, with or without modification:
"RESOLVED that Mr Adit Jain be and is hereby appointed a Director of the company liable to retire byrotation."
8. To consider and if thought fit, to pass the following resolution as a special resolution with or withoutmodification:
"RESOLVED that pursuant to the provisions of Sections 198, 309 and 310 read with Schedule XIII of theCompanies Act, 1956 and other applicable provisions, if any, of the said Act and in partial modification ofthe resolution passed in the Annual General Meeting of the company held on 29th August 2000 approvingthe appointment and remuneration of Mr P S Jayaraman, in the event of loss or inadequacy of profits, in anyfinancial year, the Board of Directors of the company be and are hereby authorised to determine theremuneration payable to Mr PS Jayaraman, Managing Director, with effect from 1st April 2003 till the expiryof his present term of office (i.e. till 31 st August 2005) subject to maximum limits prescribed in ScheduleXIII of the Companies Act, 1956."
"RESOLVED FURTHER that the Board of Directors of the company be and they are hereby authorised todecide on any issue arising out of or incidental thereto in implementing the above resolution."
Notes:
a) The relative Explanatory Statement pursuant to Section 1 73 of the Companies Act, 1956 in respect ofitems No.7 and 8 is annexed hereto.
b) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY AND VOTEINSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER. THE PROXY FORM DULY COMPLETEDMUST BE RETURNED SO AS TO REACH THE REGISTERED OFFICE OF THE COMPANY NOT LESSTHAN 48 HOURS BEFORE THE TIME OF THE COMMENCEMENT OF THE AFORESAID MEETING.
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Chemplast Sanmar Limited
c) The Register of Members of the company will remain closed from Thursday, the 3rd June 2004 toTuesday, the 8th June 2004, both days inclusive.
d) The company has appointed Integrated Enterprises (India) Limited as Registrar and Share TransferAgent. Shareholders are requested to send all requests for transfer of shares, dematerialisation of shares,change in address, etc to the company's Registrar and Transfer Agent at the following address:
Integrated Enterprises (India) LimitedSecond Floor, Kences Towers1 Ramakrishna Street, North Usman RoadT Nagar, Chennai 600 017Phone No.28140801 - 03 ; Fax No.28142479E-mail: [email protected]
Registered Office:9, Cathedral Road (By order of the Board)Chennai 600 086 P.U. ARAVINDApril 27, 2004 Secretary
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ASANiViAR
Annexure to NoticeExplanatory Statement annexed to the Notice of the,Twentieth Annual General Meeting of the company asrequired under Section 1 73(2) of the Companies Act, 1956.
Item No.7Mr Adit Jain who was appointed as a director in casual vacancy caused by the resignation of Mr DeepakM Satwaiekar holds office upto this Annual General Meeting and is eligible for appointment.Notice under Section 257 of the Companies Act, 1956 has been received from a member proposing theappointment of Mr Adit Jain as a director of the company. Accordingly, resolution under Item No.7 of the Noticeis submitted for the approval of the Shareholders.Mr Adit Jain is interested in the resolution.
Item No.8At the Annual General Meeting of the company held on 29th August 2000, the company approved appointmentof Mr P S Jayaraman, Managing Director for a period of five years from 1 st September 2000 on the remunerationand other terms set out in the said resolution. By the said resolution the Board of Directors was also authorisedto modify the remuneration as may be permissible under Schedule XIII of the Companies Act, 1956. The Boardof Directors at its meeting held on 12th January 2004, approved the company determining the minimumremuneration payable to him in the event of loss or inadequacy of profits with effect from 1st April 2003 inaccordance with Schedule XIII of the Companies Act, 1956.In view of amendments to Schedule XIII with effect from 16th January 2002, it is proposed to obtain approvalof the shareholders by passing a special resolution authorising the Board of Directors to decide remunerationpayable to Mr P S Jayaraman in the event of absence or inadequacy of profit.The current monthly remuneration of Mr PS Jayaraman is Rs. 1,00,000 and perquisites applicable to other seniormanagement employees of the company, along with commission on profits to be decided from year to year bythe Board of Directors of the company.Mr PS Jayaraman is interested in the resolution as it relates to payment of remuneration to him. None of the otherDirectors of the company is in any way concerned or interested in the resolution.This explanatory statement together with the accompanying notice may be treated as an abstract of the changesto the remuneration payable to Mr P S Jayaraman and Memorandum of interest under Section 302 (7) of theCompanies Act, 1956.Mr Jayaraman holds directorships/committee memberships in the following public companies in addition to hisdirectorship in Chemplast Sanmar Limited.
1. Cabot Sanmar Limited Director2. Chemplast Chlorochemicals Limited Director3. Mercury Infrastructure Limited Director
Committee Position
1. Chemplast Sanmar Limited Committee of Directors - MemberShareholders/ Investors/Grievance Committee - Member
2. Cabot Sanmar Limited Audit Committee - Member
Information required under Clause (iv) of proviso to paragraph 1(B) of Section 2 of Part II ofSchedule XIII of the Companies Act, 1956.1. General Information(1) Nature of Industry
The company is engaged in the manufacture and sale of Poly Vinyl Chloride and Chlorochemicals.
(2) Date or expected date of commencement of commercial production.The company/ its predecessors have been in business for over 30 years.
(3) In case of new companies, expected date of commencement of activities.Not applicable, as the company is an existing company.
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Chemplast Sanmar Limited
(4) Financial performance based on given indicators(Rs. Crores)
Sales (Gross)Profit before taxProfit after taxShareholders' fundsRate of dividend (%)Net profit as computed under Section 1 98
31.03.2002507
33
21
129
40
33
31.03.2003534
24
21
137
10
. 24
31.03.2004574
8
5
187-
9
(5)
(6)
(1)
(2)
(3)
(4)
(5)
(7)
III.
Export performance and net foreign exchange collaborations
The FOB Value of the company's exports was Rs.25 crores in 2001 -02; Rs.30 crores in 2002-03 and Rs.24crores in 2003-04.
Foreign investments or collaborators, if any
The company in collaboration with Cabot Corporation, USA has established a 50/50 Joint Venture-CabotSanmar Limited which manufactures Fumed Silica. The company Cabot Sanmar Limited commencedcommercial operations in June 1998 and is a profit making company.
Information about the appointee:
Background details:
Mr P S Jayaraman, 54, a Chartered Accountant with over 30 years of industrial experience in variedcapacities. He has been with Sanmar Group over the past eight years and has been the Managing Directorof Chemplast Sanmar Limited since 1st September 2000.
Past remuneration
For the financial year 2003-04 Mr Jayaraman's total remuneration was Rs.27.42 Lacs.
Recognition or awards/Job profile and his suitability
Mr Jayaraman managed the company ably over the last 4 years, despite the cyclically of the business inwhich the company is engaged. He is currently spearheading the expansion programs of the company. Inthe opinion of the Board, he is eminently suited for the position he holds.
Remuneration proposed
The remuneration of Mr Jayaraman is set out above.
Comparative remuneration profile with respect to industry, size of the company, profile of the position andperson. "
The substantive remuneration of Mr Jayaraman is not out of tune with the remuneration in similar sizedindustries in same segment of business.
Pecuniary relationship directly or indirectly with the company, or relationship with managerial personnel,if any.
Other than the remuneration stated above, Mr Jayaraman has no other pecuniary relationship directly orindirectly with the company.
Other information
The business that the company is engaged in is highly cyclical. Despite the cyclically, the company hasbeen earning reasonable profits over the last 25 years. The company's current expansion programs areexpected to result in an increase in long term shareholder value.
Registered Office:9 Cathedral RoadChennai 600 086April 27, 2004
(By order of the Board)P.U. ARAVIND
Secretary
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SAIMMAR Chemplast Sanmar LimitedRegistered Office : 9, Cathedral Road, Chennai 600 086
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP BEFORE YOU COME TO THE MEETING AND HAND IT OVER AT THE
ENTRANCE OF THE MEETING HALL.
1. Name of the attending Member
(In Block Letters)
2. Register Folio No./ Client ID No. : D.P. ID No.: ...
3. Name of Proxy (In Block Letters)
(To he filled if the Proxy
attends instead of the member)
No.of Shares held...
I hereby record my presence at the Twentieth Annual General Meeting at Sathguru Gnanananda Hall, Narada Gana Sabha Trust
Complex, 314, T.T.K. Road, Chennai - 600 018 on Tuesday, the 8th June 2004 at 10.30 a.m.
Member's/ Proxy's Signature
SANMAR Chemplast Sanmar LimitedRegistered Office : 9, Cathedral Road, Chennai 600 086
PROXY FORM
I/ We of
being a member/ members of CHEMPLAST SANMAR LIMITED do hereby appoint
of (or fail ing him
of ) as my/our
proxy and to vote for me/ us on my/ our behalf at the Annual General Meeting of the company to be held on Tuesday,
the 8th June 2004 at 10.30 a.m. and at any adjournment thereof.
Signed this day of 2004
Signature .
Folio Number/ Client ID No.:
D.P. ID No.:
Affix15 P.
RevenueStamp
Note : The proxy form duly completed must be returned so as to reach the Registered Office of the company not less than 48
hours before the time for holding the aforesaid meeting. A member entitled to attend and vote at the meeting is entitledto appoint a proxy to attend and vote instead of himself and the proxy need not be a member.