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Directors Report of Captain Polyplast Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in submitting their Eighteenth Annual Report together with the Audited Statement of Accounts tor the year ended 31st March, 2015.


The working results of the company for the year ended 31-33-2015 stands as under:

(Rs. In Lacs)

Particular Year ended Year ended 31/03/2015 31/03/2014

Gross Turnover 8521.58 8147.56

Profit before finance costs. Depreciation, Extraordinary items & Tax 1259.25 967.23

Less: Finance Costs 614,22 479.69

Less. Depreciation and Amortization 304.11 169,72

Profil Before Tax (PBT) 340,91 317.62

Provision tor Tax 115.14 106.24

Profit after Tax 225 77 211 56

Balance brought forward from previous year 729.33 542.79

Profit available for appropriation 955.11 754.37

Appropriation: Issue of Bonus Shares - 25,04

Adjustment Relating to Carrying amount of Assets 3,59

Balance Carried to Balance Sheet 951,11 729.33

Paid-up Capital 895.62 746.35

Reserve and Surplus 1220,09 1147.18

During the year under review company has recorded turnover of Rs, 8921.56 lacs as against the previous year turnover of 6147.68 lacs which show 7 64 % increase in comparison with the previous year. Profit before tax rose to all most 6 77% as compare to previous year. The net profit after fax of the company increased to Rs.225.77 lacs against the Rs 211.56 lacs in previous year.


in view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March 2015


The Directors confirm that:

In fine preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

They 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 at the end of the financial year and of the profits of the Company for that period;

They have taken proper and sufficient cane for the maintenance of adequate accounting records in accordance with the previsions of the Companies Act, 2013.. for safeguarding the assets of the Company and fur preventing and delecting fraud and other irregularities:

They have prepared the annual accounts on a going concern basis:

They have laid down internal hnancral controls for the Company and such internal financial controls are adequate and operating effectively: and

They have devised proper systems to ensure compliance wilh the provisions of all applicable taws and such systems are adequate and operating effectively



Mr. Gopal D. Khichadia- Director will retire at the ensuing Annual General Meeting and, being eligible, offer himself for re- election,

The Board of Directors appointed Mrs. Anjana Pagarlhar as an Additional Director with effect from 30"' may, 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Anjena Pagadhar offered herself to be appointed as the Independent Director of your Company. As per the provisions of the Companies Act, 2013. Independent Directors are required to he appointed tor a term of five consecutive years, but sha I be eligible for reappointment on passing uf a special resolution by the Company and shall not be liable to retire by rotation The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Ad, 2013.

Ihe policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration fur Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.


During the current financial year, (he Board of Directors of the Company duly met Proper notices was given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act.


The particulars of loans, guarantees and investments have been disclosed in ihe financial statements RE LA TED PARTY TRANS AC T IONS

A detailed report on contracts and arrangements made during the year 2014-15, being arms length transactions have been reported and annexed hereto in this report.


As provided under Section 62(3) of the Act, the extract of annual return is given in Annexure III in (he prescribed Form MGT-9, which forms part of this report.


The Company has not accepted any fixed deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014 during the year.


There is no balance lying in unpaid equity dividend account as company has not declared any dividend .


All the properties and the insurable interest of the company including building, plants and machinery and slocks wherever necessary and to the extent required have been adequately insured


On the recommendation of Audit committee pursuant to Ihe provisions of Section 139 & 142 and older applicable provisions, it any. of Ihe Companies Act, 2013 and rules made there under M/s. P. Ghanshyam & Co . (Firm Registration No 1Q3153W), Chartered Accountants, were appointed as the Statutory Auditors of the Company in Iasi AGM to hotd office till conclusion this Annual General Meeting have offer themselves for re appointment on a remuneration to be deaded by the Board of Directors of company.


In the opinion of the directors, Lite notes to the accounts in auditors report are self-explanatory and adequacy explained the matters, which are dealt with by the auditors.


Company s texturing plants are running with electricity which ora supplied by the Pasghim Gujarat Vij Company Limited The plants are periodically checked as a measure of periodical maintenance to minimal break down and energy conservation. However company production facilities do not offer much scope for energy conservation The Company has installed Lhe Wind Turbine and dunnq the year tolai 9.66 lacs units were generated. Company has obtained credit of these unites against its electricity consumption at its factory, The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to Section 134 (m) of the Companies Ad, 2013 are as under

Conservation of Energy

Particulars 2014-15 2013-14

A. Power and Fuel Consumption

1. Electricity

(a) Purchase 21.24 17.13

Total units (in lacs kw) 21.24 17.13

Tota Amount (in lacs Rs.) 156.46 113.92

Ftale/unit (in R&.) 7.37 6.65

(b) Own Generation

Wind mill (units in lacs) 9.66 11.66 (Credit was given in Electric Bill of RS. 71.21 lacs which amounts to Rs. 7.37 per unit)

2. Diesel N.A N.A

3. Furance Oil N.A N.A

4. Others N.A N.A

B. Consumption per unit of production

Production of Micro Irrigation Pipes 6 Fittings (Kgs.) 3658610 8257959

Electncity Consumed per Kgs, Of Pipes (in Units)

C. Technology absorption

The Companys Plant is running satisfactorily No other technology is involved in companys facilities other than wind power generation.

D. Foreign exchange i nflow/outf low

Foreign Exchange innow (Rs. In lacs} 0 0

Foreign Exchange Outflow (Rs. In lacs) 12 469.99


As per clause 52 of the Listing Agreement with the Stock Exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof are appended hereto and forming part of this report.


pursuant to the provisions of Section 62(T)(bj and all other provisions if any. of the Companies Act 291 including any modification or re-enactment thereof for the time being in force) and the rules made there under, and in accordance with (he provisions of (he Memorandum and Articles of Association of the Company, the Listing Agreement with the Stock Exchangers}, the provisions contained the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 (hereinafter referred to as "SEBl Regulations) (and any other prescribed rules, ifcgulations/guidelines of Securities and Exchange Board of India "SEBJ'lor any other relevant authority, from time to lime to the extent applicable and subject to such other approvals, permissions and sanctions as may ho necessary, the approval and consent of Members in EGM date 5th FEBRUARY .2015 be and is hereby granted to Board of Directors of the Company (herein referred to as the "Board which term shall be deemed to mctude any Committee{s) constituted or to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) to Introduce and Implement Captain Polyplast Limited Employee Stock Option Plan 2CH4(CPL ESOP 2914" or "PJan') to create, grant, offer issue and aSlol el any time or to the benefit of such person(s) who are in the permanent employment of the Company including Directors (other than Promoters of (he Company, Independent Directors and Directors lidding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) whether whole (ime or otherwise, hereinafter collectively referred to as "Eligible Employee) not more than 4,45,Q0D(Four Lac Forty Five Thousand} employee stock oplions(ESOPs) exercisable into not more than 4,45,000 (Four Lac Forty Five Thousand) Equity Shares of the company underCPL ESOP 2014" in one or more tranches, and on such terms and conditions as may be fixed or determined by (he Board in accuidance with the provisions of law or regulations issued by the relevant authority and each option shall be exercisable tor one Equity Share of face value of Rs 10/- each fully paid up,


In accordance with (he provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debentures), Rules 2014 the Company has issued 14,92,705 equity shares of Rs.1G/- each as Bonus Shares to Ihy exiting shareholders of the Company in the proportion one (1) new fully Paid-up Equity Shane of Rs. 10- each for every Five (5) Equity Share of Rs. 10/- each held on the record date 26/07/2914 . Allotment of bonus shares were done on 28/07/2014.


Your Directors express their sincere gratitude for the assistance and co-operation extended by customers, various Government, Semi-Government and Local Authorities, Suppliers, Shareholders, business associates.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growlh of the Company. Last but not the least, the Board of Directors wish to (hank the Investor/ Shareholders tor their support, co-operation and faith in the Company

For and on behalf of the Board

Registered Office: By order of the Board

UL25, Royal Complex, Bhulkhana Chowk, Dhebar Road, Rajkot. Sd/- Sd/- Ramesh D. Khichadia Ashok K. Patel Managing Director Whole time Director

Date -30.05.2015 Place : Rajkot