| Dear Shareholders,
The Directors take pleasure in presenting the 16th Annual Report and
the Audited Accounts of the Company for the year ended 31st March, 2014.
PERFORMANCE HIGHLIGHTS (Standalone)
(Rs. In million)
Particulars FY 2013 - 14 FY 2012 - 13
Operating income 10,963.19 10,154.80
Operating Other income 236.69 221.09
Total Operating Income 11,199.88 10,375.89
EBIDTA excluding FOREX impact 1,994.77 2,116.50
Foreign Exchange Gain / (Loss) 38.27 (388.75)
EBIDTA 2,033.04 1,727.75
% margin 18.15% 16.65%
Less:
Interest Expenses 696.34 731.04
Depreciation 946.46 933.97
Profit before tax 390.24 62.74
Less:
Income Tax provision
- Current 62.64 42.93
- Deferred 115.73 14.30
- MAT Credit Entitlement (36.07) (42.93)
Profit /( Loss) After Tax 247.94 48.44
% margin 2.21% 0.47%
Add:
Profit brought forward from
previous year 971.77 1,019.22
Profit available for appropriation 1,219.71 1,067.66
Appropriation:
Proposed dividend on Equity Shares 80.92 80.92
Dividend Distribution Tax thereon 13.75 13.75
Transfer to General Reserves 1.21
Balance carried to Balance Sheet 1,125.04 971.77
Earnings Per Share
(Basic / Diluted) (Rs.) 3.06 0.60
DIVIDEND
The Board has recommended equity dividend of Rs. 1 per equity share, i.e.
@ 10% (same as previous year ) on 8,09,15,986 equity shares of Rs. 10
each for the financial year ended 31st March 2014. The dividend, if
approved by the members at the forthcoming Annual General Meeting,
shall be paid during the period from 22nd July, 2014 to 26th July,
2014.
The total cash outflow on account of dividend payment including dividend
distribution tax thereon will be Rs. 94.67 Million (same as previous
year).
The Board recommends the above dividend for declaration by the members.
OPERATIONS REVIEW
As part of the long term strategy of the Company, we continue to focus
on Cosmetics & Perfumery (C&P) segment. During the year this segment
grew by 10% from Rs. 8,232 Million to Rs. 9,093 Million. We have executed
multiple projects for marquee global brands from India this year.
The Specialty Food & Beverages (SF&B) Segment de-grew by 1% from Rs.
3,789 Million to Rs. 3,759 Million. This was mainly due to
discontinuation of a major brand in USA.
In the Pharmaceutical segment, we maintained our leadership position in
the domestic market. During the year this segment grew by 17% from Rs.
4,090 Million to Rs. 4,767 Million.
A detailed discussion of operations for the year ended 31st March 2014
is given in the Management Discussion and Analysis section.
SHARE CAPITAL
There was no change in the Share Capital of the Company during the
year.
DELISTING OF SHARES
The Board had in its meeting held on 10th February, 2014 considered &
recommended the proposal received from The Sri Hari Trust acting
through its Corporate Trustee - PEL Management Services Private Limited
('Acquirer'), being member of the Promoter Group, to acquire the entire
fully paid-up equity shares of the Company held by public shareholders
in accordance and compliance with the Securities and Exchange Board of
India (Delisting of Equity Shares) Regulations, 2009 (delisting
proposal) and for consequential Voluntary Delisting of the equity
shares of the Company from all the stock exchanges where such equity
shares are presently listed i.e. BSE Limited and National Stock
Exchange of India Limited. The requisite Special Resolution seeking
shareholders approval for the Delisting Proposal, was duly passed with
the requisite majority.
The success of the Delisting Proposal is dependent on the Acquirer
deciding in its sole and absolute discretion to accept the Discovered
Price or offer an Exit Price, so as to cause the Promoter Group
shareholding in the Company to reach a minimum of 90% of the Company's
paid of equity share capital.
SUBSIDIARY COMPANIES
Our Company has seven subsidiaries viz. Piramal Glass Ceylon PLC,
Piramal Glass International Inc., USA, Piramal Glass (UK) Limited,
Piramal Glass Europe SARL, Piramal Glass - USA Inc., and its two
subsidiaries, Piramal Glass Flat River, LLC and Piramal Glass
Williamstown LLC, which are also consequently the subsidiaries of the
Company.
Operations of these Companies are discussed below:
Piramal Glass Ceylon PLC
During the year, operation of Piramal Glass Ceylon was impacted due to
sluggish local demand and escalating costs. The Company has made
inroads in and began supplies to the Australian premium market and will
build this business over the years.
The turnover of Piramal Glass Ceylon PLC has de-grown by 5.0% from SLR
5,420 million to SLR 5,147 million. The export turnover has increased
by 6.0%
Piramal Glass International, Inc. (USA)
This is a wholly owned subsidiary of the Company. The turnover of this
subsidiary was USD 6.26 million (Previous year USD 7.60 million).
Piramal Glass - USA, Inc.
Piramal Glass - USA Inc. is the Company's wholly owned subsidiary. The
sales of the company marginally de-grew from USD 85.72 million in the
previous year to USD 85.03 million in FY2014.
Piramal Glass Flat River, LLC
Piramal Glass - Flat River, LLC, is a wholly owned subsidiary of
Piramal Glass - USA, Inc. This Company earns its income by leasing its
property to Piramal Glass - USA, Inc. It has reported an income of USD
0.26 million in the year under review, which is the same as the
previous year.
Piramal Glass Williamstown, LLC
Piramal Glass -Williamstown, LLC, is also a wholly owned subsidiary of
Piramal Glass - USA, Inc. This Company earns its income by leasing its
property to Piramal Glass - USA, Inc. It has reported an income of USD
0.18 million in the year under review, which is the same as the
previous year.
Piramal Glass (UK) Limited
Piramal Glass (UK) Limited is a wholly owned subsidiary of the Company.
Its turnover during the year was GBP 0.58 million as compared to GBP
0.52 million in the previous year.
Piramal Glass Europe SARL
Piramal Glass Europe SARL, is a wholly owned subsidiary of the Company
situated in France. Its revenue during the year was Euro 8.70 million
as compared to Euro 9.00 million in the previous year refecting a
de-growth of 3.4%.
Exemption from publishing Subsidiary Accounts
The Ministry of Corporate Affairs had vide its circular dated 8th
February, 2011 issued directions under section 212(8) of the Companies
Act, 1956, granting general exemption to companies from attaching to
their Balance Sheets, the Accounts and other documents of their
subsidiaries, subject to fulfillment of specified conditions. In view of
this general exemption and being in compliance with the conditions
thereof, the Accounts and other documents of the Company's subsidiaries
are not being attached to the Annual Report of the Company. The
Consolidated Financial Statements of the Company, which include the
results of its subsidiaries, are included in this Annual Report.
Further, a statement containing the relevant particulars prescribed
under the terms of the general exemption, for each of the Company's
subsidiaries, is enclosed in this Annual Report. The Annual Accounts of
the Company's subsidiaries and the related detailed information can
also be sought by any shareholder of the Company or its subsidiaries by
making a written request to the Company Secretary at the Registered
Office of the Company. The Annual Accounts of the Company's subsidiaries
are also available for inspection for any shareholder at the Company's
and the respective Registered Office of the subsidiaries.
INTERNAL CONTROL SYSTEM
Our Company has a sound internal control system, which ensures that all
assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. The internal control
systems are further supplemented by internal audit carried out by an
independent form of Chartered Accountants and periodical review by
management. The Audit Committee of the Board addresses issues raised by
both, the Internal Auditors and Statutory Auditors.
ENVIRONMENT AND SAFETY
Our Company's commitment to environmental protection and safety is
based on the continued ongoing processes implemented at its
manufacturing facilities. The Company's plants at Kosamba and Jambusar
are certified by Bureau Veritas for its Quality Management System,
Occupational Health, Safety and Environment Management System, in
conformity with the international standards under the Integrated
Management System. Additionally to meet the demanding customer
requirements, the Kosamba manufacturing facility has been certified for
Social Accountability Standard SA 8000 by Bureau Veritas.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Our Company has directed its efforts to reduce energy costs by focusing
on energy savings through the best optimization of operations on a
day-to-day basis. The Company has used fuels in appropriate mix to
attain maximum savings. As required by the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules 1988, the
relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo is given in Annexure
I and forms part of this Report.
DIRECTORS
During the year Mr. Bharat Kewalramani, resigned as a Director of the
Company with effect from 31st May 2013 due to his personal commitment.
The Board places on record its appreciation for the valuable
contributions made by Mr. Kewalramani during his tenure as a Director
of the Company.
Mr. Vijay Shah retires by rotation at the ensuing Annual General
Meeting ("AGM") and is eligible for re-appointment, which the Board
recommends.
The Board of the Company, presently comprises six Independent Directors
viz. Mr. Suhail Nathani, Mr. Vimal Bhandari, Mr. Shitin Desai, Mr.
Jiten Doshi, Mr. Dharendra Chadha and Ms. Vinita Bali. Pursuant to
section 149 (10) of the Companies Act, 2013, an independent director
shall hold office for a term of upto five consecutive years (and shall
not liable to retire by rotation under section 152(6) of the said Act.
In order to give effect to the applicable provisions of sections 149
and 152 of the Act, it is proposed that these Directors be appointed as
Independent Directors, to hold office for five consecutive years, for a
term up to March 31, 2019.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies
act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchange.
The Board recommends the appointment / re-appointment of all the
aforesaid Directors.
PERSONNEL
Employees are vital to Piramal Glass. We have created a favourable work
environment that encourages innovation and meritocracy.
We had a staff strength of 3987 employees as at 31st March, 2014
(Previous Year 3,997 employees).
Any shareholder interested in obtaining a copy of the statement of
particulars of employees referred to in section 217(2A) of the
Companies Act, 1956, may write to the Company Secretary at the
Registered Office of the Company. The statement is also available for
inspection at the Registered Office of the Company during working hours
up to the date of the Annual General Meeting.
Stock Options disclosures pursuant to the applicable requirements of
the Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given
as Annexure II to this Report.
COST AUDIT
M/s. Kailash Sankhlecha & Associates, Cost Accountants have been
appointed as the Cost Auditors of the Company, for conducting Cost
Audit for current financial year ending 31st March, 2015. Their
remuneration is subject to the ratification by the members at the
ensuing Annual General Meeting.
M/s. Kailash Sankhlecha & Associates were also the cost auditors for
the previous year ended 31st March, 2014.
The Cost Audit Report for the financial year ended 31st March, 2014 will
be filed within the prescribed period.
SECRETARIAL AUDIT
As a measure of good Corporate Governance Practice and as recommended
by the MCA Corporate Governance Voluntary Guidelines, 2009, the Company
has voluntarily subjected itself to a Secretarial Audit for FY2014,
which was carried out by N.L. Bhatia & Associates, Practicing Company
Secretaries. The Secretarial Audit Report forms part of this Annual
Report.
The said Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956, the
notified sections of Companies Act, 2013, Listing Agreements with the
Stock Exchanges and all the regulations of Securities and Exchange
Board of India (SEBI) as applicable to the Company, including the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and
the SEBI (Prohibition of Insider Trading) Regulations, 1992.
CORPORATE GOVERNANCE
Our Company has complied with the applicable provisions of Corporate
Governance under clause 49 of the Listing Agreement with the Stock
Exchanges. A separate report on Corporate Governance compliance is
included as a part of the Annual Report. The requisite Certificate
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid clause 49 of the Listing Agreement,
issued by N.L. Bhatia & Associates, Practicing Company Secretaries, is
annexed as Annexure III and forms part of this report.
AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, Vadodara hold office till
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. In accordance with the provisions of section 139,
142 and other applicable provisions of the Companies Act, 2013 and of
the Companies (Audit and Auditors) Rules, 2014, it is proposed to
re-appoint them as the Auditors of the Company for a period of three
consecutive years commencing from the conclusion of this Annual General
Meeting, until the conclusion of the 19th Annual General Meeting of the
Company in the calendar year 2017.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act, 1956, ("the
Act") we hereby state:
a. that in the preparation of annual accounts, the applicable
accounting standards have been followed. There are no material
departures from these applicable accounting standards;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and its profit for the
year ended on that date;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. that the Directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated
service and co-operation in the functioning of the Company. We also
thank the Shareholders and Company's Bankers for their continued
support to the Company.
By Order of the Board
Place: Mumbai Ajay G. Piramal
Dated: 15th May, 2014 Chairman
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