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Directors Report of Biopac India Corporation Ltd.

Mar 31, 2016

TO THE MEMBERS

The Directors have pleasure in presenting their 28th Annual Report and Audited Accounts for the year ended 31st March 2016.

Financial Results [Rs. In Lacs]

Particulars

Year ended 31.03.2016

Year ended 31.03.2015

Gross Revenues

5723.65

6473.57

Profit / (Loss) before Interest, Depreciation and Tax

1007.38

750.80

Financial Expenses

388.07

165.73

Depreciation & Amortization

544.05

492.88

(Loss)/ Profit Before Tax

74.77

83.56

Taxation for the year

15.62

47.00

(Loss)/ Profit After Tax

59.15

36.56

Deferred Tax Adjustment

53.96

(50.97)

Net (Loss) Profit after Deferred Tax Adjustment

5.19

87.53

Profit/(Loss) brought forward from previous year

266.7

179.17

Balance carried forward

271.89

266.7

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

Operations

The total revenue of the Company during the year 2015-16 was Rs.5723.65 Lacs as compared to Rs. 6473.57 Lacs of previous fiscal year. The Cash Profit was Rs.549.24 Lacs whereas net profit after tax was Rs. 5.19 Lacs during the year under review.

Products & Business

The Company''s main business is “Food Service Disposables”. Your company continues to be market leader in India. During the previous year Company has started manufacturing of Food Storage Container through unique process of Thermoforming, which Food service Containers - manufactured by Thermoforming process, a new development in the country. These containers are Microwaveable, Deep-freezable and reusable and at the same time very affordable. The long term prospect for this market segment is expected to be of high growth.

The Company also manufactures three Compartment Lunch Box suitable for Office, School as well as a Picnic lunch box.

Exports

During the year the Company achieved an Export Turnover of Rs.1091.98 Lacs as compared to Rs. 866.44 Lacs in the previous year.

Reserves

No amount has been proposed to carry to Reserves.

Directors'' Responsibility Statement [Section 134 (5)]

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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 March 31, 2016 and of the profit of the Company for the year ended on that date;

c) 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) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Mr. Harish B Doshi (DIN: 00873796), the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment.

Mr. Manish Navalakha, CFO of the Company has resigned on 04.02.2016. The Board records its appreciation of the significant contribution of Mr. Manish Navalakha to the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Nomination and Remuneration Committee has laid down various criteria for performance evaluation of Independent Directors which, inter-alia, includes preparedness and attendance at the meetings, understanding of Company''s operations and business and contribution at Board Meetings.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are put up on the website of the Company

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Meetings of the Board

The Board of Directors duly met Four times on 29th May, 2015, 7th August, 2015, 6th November, 2015 and 8th February, 2016.

Board Evaluation

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evaluation of the Board, its Committees and individual Directors.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors

The evaluation of each of the directors was done, inter-alia, on the basis of their advisory role and contribution in the decision making. Further, the evaluation of the Board as a whole and all the Committees of the Directors was done, inter-alia, on the basis of the overall directions and guidance provided to the senior executives and supervision over their performance

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Audit Committee

The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel, Mr. R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration policy

On recommendation of Nomination and Remuneration Committee, the Board of Directors at its Meeting held on Saturday, 31st January, 2015 has approved a Remuneration Policy for the appointment and remuneration of the directors, key managerial personnel (KMP) and other employees.

The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the Board and to devise a policy on Board diversity.

The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of Directors, KMP and Senior Management.

The Nomination and Remuneration Policy is available on the Company''s website www.biopacindia.com.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration. The Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report contain non-compliance of Section 203(1)(ii) of the Companies Act, 2013. However there is no reservation or adverse remark.

As regards to the non compliance observed by Secretarial Auditor, your Company is in process of appointing a Company Secretary.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the financial year 2015-2016.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the Companies Act, 2013

There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Particulars of Contracts or Arrangements made with Related Parties.

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review. However all related party Transactions as required under Accounting Standards 18 have been reported in the notes to financial statements of the Company.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

Particulars of Employees and related disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Registered Office of the Company.

Corporate Governance

In terms of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the Annexure V which form part of the Directors'' Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

The company is in process of appointing a company secretary

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors'' Report.

Corporate Responsibility Statement (CSR):

Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions for Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

Disclosures:

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

2. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence is very minimal.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Harish Doshi

Chairman

DIN No: 00873796

Place: Mumbai

Date: 12th August 2016


Mar 31, 2015

Dear MEMBERS

The Directors have pleasure in presenting their 27th Annual Report and Audited Accounts for the year ended 31st March 2015.

Financial Results [Rs. In Lacs]

Particulars Year ended Year ended

31.03.2015 31.03.2014

Gross Revenues 6473.57 5767.12

Profit / (Loss) before Interest, Depreciation and Tax 742.17 762.64

Financial Expenses 165.73 168.83

Depreciation & Amortization 492.88 485.15

(Loss)/ Profit Before Tax 83.56 108.66

Taxation for the year 47.00 21.40

(Loss)/ Profit After Tax 36.56 87.26

Deferred Tax Adjustment (50.97) (20.86)

Net (Loss) Profit after Deferred Tax Adjustment 87.53 108.12

Profit/(Loss) brought forward from previous year 179.17 71.05

Balance carried forward 266.7 179.16

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

Operations

The total revenue of the Company during the year 2014-15 was Rs. 6473.57 Lacs as compared to Rs. 5767.12 Lacs of previous fiscal year. The Cash Profit was Rs. 742.17 Lacs whereas net profit after tax was Rs. 87.53 Lacs during the year under review.

Products & Business

The Company's main business is "Food Service Disposables". Your company continues to be market leader in India. During the year Company has successfully completed erection of new project for manufacturing of Food Storage Container at its factory situated at Silvassa. The commercial production of these new products commenced w.e.f.01.05.2015. These Food Storage Container are manufactured in India for the first time, through unique process of Thermoforming, which gives the Company, ability to do mass production at extremely low cost.

The Company also manufactures three Compartment Lunch Box suitable for Office, School as well as a Picnic lunch box.

Exports

During the year the Company achieved an Export Turnover of Rs. 866.44 Lacs as compared to Rs. 850.33 Lacs in the previous year.

Reserves

There is no amount has been proposed to carry to Reserves.

Directors' Responsibility Statement [Section 134 (5)]

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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 March 31, 2015 and of the profit of the Company for the year ended on that date;

c) 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) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Mrs. Smita Sanghavi (DIN:00240592), the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

The term of Mr. Pankaj Doshi, Managing Director of the Company will expire on 31st December, 2015. The Board of Directors, at its meeting held on 7th August, 2015 and on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr Pankaj Doshi, Managing Director of the Company for a further period of 3 years w.e.f. 1st January, 2016.

During the year under review, the members approved the appointments of Shri Hemant Bhuta, Shri Mehul Patel and Shri R S Maker as Independent Directors who are not liable to retire by rotation. The members have also re-appointed Shri Harish Doshi as the whole-time Directors of the Company.

During the year under review, Mr Nikunj Kiri has resigned from the post of Company Secretary of the Company and Mr. Manish Navalakha has been appointed as Chief Financial Officer of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are put up on the website of the Company

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Meetings of the Board

The Board of Directors duly met Five times on 2nd April,2014, 18th April, 2014, 4th August,2014, 16th October,2014 and 31st January,2015.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive Directors and non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Audit Committee

The Audit Committee comprises of Independent Directors namely of Mr. Mehul Patel, Mr. R. S. Maker and Mr. Hemant Bhuta. The Chairman of the Committee is Mr. Mehul Patel. All the recommendations made by the Audit Committee were accepted by the Board.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration. The Audit Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report contain non-compliance of Section 203(1)(iii) of the Companies Act, 2013. However there is no reservation or adverse remark.

As regards the observations made in Secretarial Audit Report the Directors clarify as under.

The company is in process of appointing a company secretary.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under section 186 of the Companies Act, 2013

There was no loans and guarantees given, no investments made and no securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Particulars of Contracts or Arrangements made with Related Parties.

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

Particulars of Employees and related disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV to this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement of particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Registered Office of the Company.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the Annexure V which form part of the Directors' Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

The company is in process of appointing a company secretary Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure VI which forms part of the Directors' Report.

Corporate Responsibility Statement (CSR):

Your Directors state that the provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

Disclosures:

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

2. The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board Harish Doshi Chairman DIN No: 00873796

Place: Mumbai Date: 7th August 2015


Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting their 26th Annual Report and Audited Accounts for the year ended 31st March 2014.

Financial Results [Rs. In Lacs]

Particulars Year ended Year ended 31.03.2014 31.03.2013

Gross Revenues 5767.12 5015.88

Profit / (Loss) before Interest, Depreciation and Tax 762.64 522.14

Financial Expenses 168.83 76.01

Depreciation & Amortization 485.15 416.89

(Loss)/Profit Before Tax 108.66 29.24

Taxation for the year 21.40 8.80

(Loss)/Profit After Tax 87.26 20.44

Deferred Tax Adjustment (20.86) 0.71

Net (Loss) Profit after Deferred Tax Adjustment 108.12 19.73

Profit/(Loss) brought forward from previous year 71.04 51.31

Balance carried forward 179.16 71.04



Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

To conserve the resources, your Directors do not recommend any Dividend for the year under review.

Operations

The total revenue of the Company during the year 2013-14 was Rs. 5767.12 Lacs as compared to Rs. 5015.88 Lacs of previous fiscal year. The Cash Profit was Rs. 572.41 Lacs whereas net profit after tax was Rs. 87.26 Lacs during the year under review.

Products & Business

The Company''s main business is "Food Service Disposables". Your company continues to be market leader in India.

Exports

During the year the Company achieved an Export Turnover of Rs. 850.33 Lacs as compared to Rs. 846.07 Lacs in the previous year.

Directors'' Responsibility [Section 217 (2AA)]

In terms of Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, applicable accounting standards have been followed and there has been no material deficiency.

2. They have selected such accounting policies and applied them consistently. The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state-of-affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the Annual Accounts on a going concern basis.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

Cost Auditors

The Cost Audit Report for the financial year 2012-13 which was required to be filed with Ministry of Corporate Affairs within 180 days from the close of the financial year was filed on 28.09.2013 vide SRN S22632459.

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Y. R. Doshi & Associates, Cost Accountants (Regn. No.000286) were re-appointed as Cost Auditors to conduct audit of cost records for the Plastics and Polymers manufactured products of the company for the financial year 2013-14.

The Cost Audit Report for the financial year 2013-14 is due to be filed with the Ministry of Corporate Affairs within 180 days from the close of the financial year (i.e. dated: 27.9.2014). Necessary action is being taken to file the Report as required Shifting of Registered office from one state to another state

The Company has received the order from Hon''ble Regional Director, Western Region, Mumbai vide No RD/ STA/Sec 17/65/06/2013/B77000537/10424 dated 23rd October 2013 for shifting of Registered Office of the Company from the State of Maharashtra to Silvassa, Union Territory of Dadra and Nagar Haveli (The Registrar of Companies, Gujarat). Accordingly the Registered Office of the Company has been shifted from Mumbai to Silvassa.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of the provisions of Section 217(1)(e) read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

Companies (particulars of employees) Rules, 1975

As required under Section 217 (2A) of the Companies Act, 1956 and rules made there under, there are no particulars to be furnished as none of the employees was in receipt of remuneration aggregating to ^60,00,000/- or more per annum, if employed throughout the year or Rs. 5,00,000/- or more per month, in case employed for part of the year.

Directors

Mr. Harish Doshi, the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

The term of Mr. Harish Doshi, Whole time Director of the Company will expire on 31st March, 2015. The Board of Directors, at its meeting held on 4th August, 2014 and on the recommendation of the Nomination and Remuneration Committee has re-appointed Mr Harish Doshi, Whole time Director of the Company for a further period of 3 years w.e.f. 1st April, 2015.

Appointment of Mr. Mehul Patel, Mr. R.S.Maker and Mr. Hemant Bhuta as Independent Directors, pursuant to Section 149 and 152 of the Companies Act, 2013, are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five year. Pursuant to section 149 and 152 of the Companies Act, 2013 Independent Directors will not be liable to retire by rotation.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the annexure "B" which form part of the Directors'' Report.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure ''C which forms part of the Directors'' Report.

Acknowledgement

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Harish Doshi Chairman DIN No: 00873796

Place: Mumbai Date: 4th August 2014


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting their 25th Annual Report and Audited Accounts for the year ended 31st March 2013.

Financial Results

[Rs. In Lacs]

Particulars Year ended Year ended 31.03.2013 31.03.2012

Gross Revenues 5015.88 4128.14

Profit / (Loss) before Interest, Depreciation and Tax 522.14 472.76

Financial Expenses 76.01 59.24

Depreciation & Amortization 416.89 409.55

(Loss)/ Profit Before Tax 29.24 3.97

Taxation for the year 8.80 0.81

(Loss)/ Profit After Tax 20.44 3.16

Deferred Tax Adjustment 0.71 (14.11)

Net (Loss) Profit after Deferred Tax Adjustment 19.73 17.27

Profit/(Loss) brought forward from previous year 51.31 34.04

Balance carried forward 71.04 51.31

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

In view of the inadequate Profit during the year, your Directors do not recommend any dividend for the year under review.

Operations

The total revenue of the Company during the year 2012-13 was Rs. 5015.88 Lacs as compared to Rs. 4128.14 Lacs of previous financial year. The Cash Profit was Rs. 437.33 Lacs whereas net profit after tax was Rs. 20.44 Lacs during the year under review.

Products & Business

The Company''s main business is "Food Service Disposables". Your company continues to be market leader in India.

Exports

During the year the Company achieved an Export Turnover of Rs. 846.07 Lacs as compared to Rs. 743.30 Lacs in the previous year.

Directors'' Responsibility [Section 217 (2AA)]

In terms of Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, applicable accounting standards have been followed and there has been no material deficiency.

2. They have selected such accounting policies and applied them consistently. The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state-of-affairs of the Company at the end of the Financial Year and of the Profit/Loss of the Company for the year under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the Annual Accounts on a going concern basis.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorize the Board to fx their remuneration.

Cost Auditors

Vide Notification No. 52/26/CAB-2010 dated 24.1.2012, the MCA, Government of India has covered a number of industries under automatic Cost Audit with effect from the financial year commencing on or after 1.4.2012. Our company is subject to Cost Audit in terms of above referred Notification for the Plastics and Polymers manufactured products from the financial year 2012-13.

In Pursuance to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s. Y. R. Doshi & Associates, Cost Accountants (Regn. No.000286) were appointed as Cost Auditors to conduct audit of cost records for the Plastics and Polymers manufactured products of the company for the financial year 2012-13.

The Cost Audit Report for the Financial year 2012-13 is due to be fled with the Ministry of Corporate Affairs within 180 days from the close of the financial year (i.e. dated: 27.9.2013). Necessary action is being taken to flew the Report as required.

Shifting of Registered office from one state to another state

The Company has fled petition under Section 17 of the Companies Act, 1956 to Hon''ble Regional Director, Western Region, Mumbai for shifting of Registered Office of the Company from the State of Maharashtra to Silvassa, Union Territory of Dadra and Nagar Haveli (The Registrar of Companies, Gujarat). The confirmation from Hon''ble Regional Director for shifting of Registered Office of the Company is awaited.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of the provisions of Section 217(1)(e) read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

Companies (particulars of employees) Rules, 1975

As required under Section 217 (2A) of the Companies Act, 1956 and rules made there under, there are no particulars to be furnished as none of the employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum ,if employed throughout the year or Rs. 5,00,000/- or more per month, in case employed for part of the year.

Directors

Mrs. Smita Sanghavi, the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certifcate from the Auditors of the Company is given in the annexure "B" which form part of the Directors'' Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

The company is in process of appointing a company secretary.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure ''C'' which forms part of the Directors'' Report.

Acknowledgement

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Harish Doshi

Chairman

Place: Mumbai

Date : 11th May 2013


Mar 31, 2012

The Directors have pleasure in presenting their 24th Annual Report and Audited Accounts for the year ended 31st March 2012.

Financial Results

[Rs. In Lacs]

Particulars Year ended Year ended 31.03.2012 31.03.2011

Gross Revenues 4128.14 4147.17

Profit / (Loss) before Interest, Depreciation and Tax 472.76 845.72

Financial Expenses 59.24 72.15

Depreciation & Amortization 409.55 451.76

(Loss)/Profit Before Tax 3.97 321.80

Taxation for the year 0.81 64.74

(Loss)/Profit After Tax 3.16 257.06

Deferred Tax Adjustment (14.11) 101.16

Net (Loss) Profit after Deferred Tax Adjustment 17.27 155.89

Profit/(Loss) brought forward from previous year 34.04 (121.84)

Balance carried forward 51.31 34.04

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

In view of the inadequate Profit during the year, your Directors do not recommend any dividend for the year under review.

Operations

The total revenue of the Company during the year 2011-12 was Rs. 4128.14 Lacs as compared to Rs. 4,147.17 Lacs of previous fiscal year. The Cash Profit was Rs. 412.71 Lacs whereas net profit after tax was Rs. 3.16 Lacs during the year under review.

Products & Business

The Company's main business is "Food Service Disposables". Your company continues to be market leader in India.

Exports

During the year the Company achieved an Export Turnover of Rs. 743.30 Lacs as compared to Rs. 519.12 Lacs in the previous year.

Directors' Responsibility [Section 217 (2AA)]

In terms of Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently. The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a

true and fair view of the state-of-affairs of the Company at the end of the Financial Year and of the Profit/ Loss of the Company for the year under review.

3. They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They have prepared the Annual Accounts on a going concern basis.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment as Auditors of the Company.

Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of the provisions of Section 217(1)(e) read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

Companies (particulars of employees) Rules, 1975

As required under Section 217 (2A) of the Companies Act, 1956 and rules made there under, there are no particulars to be furnished as none of the employees was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum ,if employed throughout the year or Rs. 5,00,000/- or more per month, in case employed for part of the year.

Directors

Mr. R. S. Maker, the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment.

The Board of Directors of the Company has recommended for the approval of the member, the re-appointments of and the remuneration payable to Mr, Harish Doshi as Executive Chairman of the Company for a further period of three years w.e.f 1st April, 2012 and Mr. Pankaj Doshi as Managing Director of the Company for a further period of three years w.e.f 1st January, 2013 details of which are mentioned in the notice of the Annual General Meeting

Mr. Hemant Bhuta was appointed as an Additional Director of the Company pursuant to section 260 of the Companies Act, 1956 w.e.f. 30th January, 2012. He holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received notice from the member of the Company for his appointment as director of the Company. Your Board recommends his appointment as Director of the Company.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the annexure "B" which form part of the Directors' Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

The company is in process of appointing a company secretary.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure 'C' which forms part of the Directors' Report.

Acknowledgement

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board of Directors

Place: Mumbai Pankaj B. Doshi

Date : 29th May 2012 Managing Director


Mar 31, 2011

The Directors have pleasure in presenting their 23rd Annual Report and Audited Accounts for the year ended 31st March 2011.

Financial Results

[Rs. In Lacs] Particulars Year ended Year ended 31.03.2011 31.03.2010

Gross Revenues 4147.17 4448.46

Profit / (Loss) before Interest, Depreciation and Tax 845.72 641.11

Financial Expenses 72.15 224.23

Depreciation & Amortization 451.76 400.46

(Loss)/Profit Before Tax 321.80 16.42

Taxation for the year 64.74 3.22

(Loss)/Profit After Tax 257.06 13.20

Deferred Tax Adjustment 101.16 9.98

Net (Loss) Profit after Deferred Tax Adjustment 155.89 3.22

Profit/(Loss) brought forward from previous year (121.84) (125.05)

Balance carried forward 34.04 (121.83)

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

In view of the inadequate Profit during the year, your Directors do not recommend any dividend for the year under review.

Operations

The total revenue of the Company during the year 2010-11 was Rs. 4,147.17 Lacs compared to Rs. 4,448.46 Lacs of previous fiscal year, The Company has made a turnaround in its performance during the year and made Rs 321.80 lacs profit before tax. The Cash Profit during the year was Rs. 708.82 as compared to Cash profit of Rs.413.66 lacs during the previous year.

Products & Business

The Companys main business of "Food Service Disposables". Your company continues to be market leader in India.

Exports

During the year the Company achieved an Export Turnover of Rs. 519.12 Lacs as compared to Rs. 691.86 Lacs in the previous year,

Directors Responsibility [Section 217 (2AA)]

In terms of Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently. The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state-of-affairs of the. Company at the end of the Financial Year and of the Profit/Loss of the Company for the year under review;

3. They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and. other irregularities

4. They have prepared the Annual Accounts on a going concern basis.

Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment as Auditors of the Company.

Technology Absorption and Foreign Exchange Earnings and Outgo

In terms of the provisions of Section 217(1)(e) read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

Companies (particulars of employees) Rules, 1975

As required under Section 217 (2A) of the Companies Act, 1956 and rules made there under, there are no particulars to be furnished as none of the employees was in receipt of remuneration aggregating Rs.60,00,000/- or more per annum, if employed throughout the year or Rs.5,00,000/- or more per month, in case employed for part of the year.

Directors

Mr. Mehul Patel, the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his reappointment.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the annexure "B" which form part of the Directors Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

The company is in process of appointing a company secretary.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure C which forms part of the Directors Report.

Acknowledgement

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Pankaj B. Doshi Managing Director

Place: Mumbai Date : 6th June 2011


Mar 31, 2010

The Directors have pleasure in presenting their 22nd Annual Report and Audited Accounts for the year ended 31st March 2010.

Financial Results

[Rs. In Lacs]

Particulars Year ended Year ended 31.03.2010 31.03.2009

Gross Revenues 4448.46 3503.75

Profit / (Loss) before Interest, Depreciation and Tax 641.11 699.01

Financial Expenses 224.23 246.96 Depreciation & Amortization> 400.46 401.80

(Loss)/ Profit Before Tax 16.42 50.25

Taxation for the year 3.22 6.82

(Loss)/ Profit After Tax 13.20 43.43

Deferred Tax Adjustment 9.98 13.56

Net (Loss) Profit after Deferred Tax Adjustment 3.22 29.87

Profit/(Loss) brought forward from previous year (125.05) (128.20)

Unrealized Gain on Foreign Exchange for Prior Year - 26.73

Balance carried forward (121.83) (125.06)

Note: Previous year figures have been regrouped wherever considered necessary.

Dividend

In view of the inadequate Profit during the year, your Directors do not recommend any dividend for the year under review.

Operations

The total revenue of the Company during the year 2009-10 was Rs. 4,448.46 Lacs compared to.Rs. 3503.75 Lacs of previous fiscal year, an increase of about 27% in the Gross Revenue of the Company during the year under review. The Company has made a turnaround in its performance during the year and made Rs 16.42 lacs profit before tax. The Cash Profit during the year was Rs. 413.66 as compared to Cash profit of Rs.445.23 lacs during the previous year.

Product & Business

The Companys main business of "Food service disposables" has now reached a high growth stage. Your company has expanded the capacity by 50 % by adding a new line in December, 2009.

Your company continues to be market leader in India and maintain a growth of 27 % over previous year.

Exports

During the year the Company achieved an Export Turnover of Rs. 691.86 Lacs as compared to Rs. 764.55 Lacs in the previous year.

Directors Responsibility [Section 217 (2AA)]

In terms of Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, applicable accounting standards have been followed.

2. They have selected such accounting policies and applied them consistently The accounting policies have been consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state-of-affairs of the Company at the end of the Financial Year and of the Profit/Loss of the Company for the year under review;

3. They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

4. They have prepared the Annual Accounts on a going concern basis. / Fixed Deposits

The Company has not accepted any Deposits from the Public during the year.

Auditors

The terms of office of M/s. Shah, Shah & Shah as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for re- appointment as Auditors of the Company.

Technology Absorption and Foreign Exchange Earnings and outgo

In terms of the provisions of Section 217(1)(e)read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

Companies (particulars of employees) Rules, 1975

Information required pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure "B" forming part of this report.

Directors

Mrs. Smita Sanghavi, the Director of the Company retires by rotation at the ensuring Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her reappointment.

During the year Mr. Harshad Valia resigned from Board of Directors of the Company w.e.f.8th January, 2010. The Board placed on record its appreciation for the services rendered by him during his tenure as Director of the Company.

Corporate Governance

In terms of Clause 49 of the Listing Agreement entered into with the Stock Exchanges at Mumbai, a Report on Corporate Governance and Certificate from the Auditors of the Company is given in the annexure "C" which form part of the Directors Report.

As regards the observations made in auditors Certificate on Corporate Governance the Directors clarify as under.

_ The company is in process of appointing a company secretary.

Management Discussions and Analysis

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure D which forms part of the Directors Report.

Acknowledgement

Your Directors take this opportunity to thank all Employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

For and on behalf of the Board

Place : Mumbai Harish B. Doshi

Date : 7th May, 2010 Chairman

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