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Directors Report of Ecoplast Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Thirty-Third Annual Report and Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

Rs.'000

31-03-2015 31-03-2014

Net Sales 941,018 819,840

Other Income 3,560 2,254

Sales and Other Income 944,578 822,094

Operating Profit (before 41,116 41,576 Depreciation, Exceptional items and Tax)

Less : Depreciation 18,284 14,601

Less : Exceptional items - -

Profit before tax 22,832 26,975

Less : Provision for Tax

Current Tax 9,850 9,720

Deferred tax Credit (2,713) (1,301)

Profit after Tax 15,695 18,557

Short Provision of Tax for Prior Years (606) -

Net Profit after prior period items 15,090 18,557

Add : Balance brought forward 87,585 75,712

Profit available for Appropriation 102,675 94,269

APPROPRIATION :

Transfer to General Reserve 2,500 2,500

Dividend on Equity Shares 3,600 3,600

Corporate Dividend Tax 720 584

Balance carried forward 958,55 875,85

102,675 94,269

2. Operations/State of Company's Affairs

Financial Year 2014-15 has been a year of challenges, Raw material prices continued to be volatile during the year. Volatility in crude oil prices has adversely affected raw materials prices and its availability. Demand in domestic as well as export market was also affected due to this factor. Despite these adverse market conditions, Company has been able to achieve higher volumes. However the margins continue to be under pressure.

During the year under review, Sales volume has increased by 11% while sales value has increased by 15% to Rs. 94,10,18,308/- from Rs. 81,98,40,195/- in the previous year. However profit before tax has dropped by 16% to Rs. 2,28,31,913 from Rs. 2,69,75,498.

The Company continues to invest in equipments and ancillaries to upgrade its production facilities for meeting customer's quality requirements and for improving efficiencies.

No Material Changes have occurred from the end of the Financial Year till the date of this report affecting the Financial Position of the Company.

There is no Change in the nature of business during the year under review.

No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future during the year under review.

3. DIVIDEND

The Board of Directors have recommended a dividend of Rs. 1.2 per equity share (12%) for the year 2014-15. (Previous year - 12 %) for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs. 43.20 lacs including dividend distribution tax which would be Rs. 7.20 lacs as compared to Rs. 5.84 lacs in previous year.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 25 lacs to the General Reserve out of the amount available for appropriation and an amount of Rs. 82.70 lacs is proposed to be retained in the statement of Profit and Loss.

5. BOARD MEETINGS:

The Board of Directors met 7 times during the Financial Year 2014-15.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mr. Pheroze Kharas, Director of the Company, is liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Jehangir Moos, Mr. Mukul Desai and Mr. Bhupendra Desai were appointed as Independent Directors at the Annual General Meeting of the Company held on 20th September, 2014.

With a view to strengthen the Board and also to meet the regulatory requirements, Mrs. Charulata Patel, was appointed as an Additional Director of the Company with effect from November 08, 2014 and Mr. Dhananjay Desai was appointed as Additional Director of the Company with effect from May 28, 2015.

The resolutions seeking approval of the Members for the appointment of Mrs. Charulata Patel and Mr. Dhananjay Desai have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received notices under Section 160 of the Act along with the requisite deposit proposing their appointment.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Managing Director and Chief Financial Officer as key managerial personnel of the Company was formalised. During the year Company also appointed a Company Secretary as required under the provisions of Section 203 of the Act.

The members at the 30th Annual General Meeting held on 22nd September 2012 had approved the appointment of Mr. Jaymin Desai as Managing Director of the Company for a period of 3 years from 1st October, 2012 to 30th September, 2015. The Board Proposes to re-appoint him as the Managing Director for a further period of 3 years i.e from 1st October, 2015 to 30th September, 2018 at the ensuing Annual General Meeting.

7. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

8. AUDIT COMMITTEE

The Audit Committee of the company consists of following members.

I. Mr. Mukul Desai-Chairman

II. Mr. Pheroze Kharas

III. Mr. Jehangir Moos

IV. Mr. Bhupendra Desai

9. NOMINATION AND REMUNERATION POLICY

The Policy adopted by the Company's Nomination and Remuneration Committee on Selection of Directors & Senior Management Personnel and on Remuneration is annexed as Annexure-I to this Report.

10. VIGIL MECHANISM

The Details of Vigil Mechanism adopted by the Board is annexed as Annexure-II to this Report

11. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. SUBSIDIARY COMPANY

A Statement Containing the Salient features of the Financial Statement of the Subsidiary Company is annexed as Annexure- III as a part of this Report.

During the year under review, No Company have become or ceased to be Company's subsidiaries, joint ventures or associate companies.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is Annexed as Annexure - IV as a part of this Report.

14. AUDITORS:

At the 32nd Annual General Meeting of the Company held on 20th September, 2014, M/s. Akkad Mehta and Co., (Firm Registration No 100259W), Chartered Accountants, was appointed as the Auditors of the Company from the conclusion of 32nd AGM till the conclusion of the 35th AGM of the Company to be held in the year 2017(subject to ratification of their appointment at every AGM). The Board Places Ratification of their Appointment till Conclusion of the Next AGM for the Member's Approval.

15. SECRETARIAL AUDIT:

Secretarial audit report as provided by M/s Parikh & Associates, Practicing Company Secretaries is annexed to this Report as Annexure- V.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure -VI.

17. DEPOSITS:

The Company has not accepted any deposits during the year under report.

18. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations;

* Efficient use and safeguarding of resources;

* Compliance with policies, procedures and applicable laws and regulations; and

* Transactions being accurately recorded and reported timely.

* The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

* The Internal Auditor also regularly reviews the adequacy of internal financial control system.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

As on 31st March 2015 the Company has provided the following Loans, Guarantees and Investments under section 186 of the Companies Act, 2013.

i. Loans :Rs. 3,72,18,771/- to Synergy Films Private Limited Wholly Owned Subsidiary

ii. Guarantees: Rs. 6,06,00,000/- to Bank & Financial Institution for the Loans advanced to Synergy Films Private Limited Wholly Owned Subsidiary.

iii. Investments; Rs. 81,76,257/- for 11,95,360 Equity Shares of Rs. 10 each fully paid up in Synergy Films Private Limited Wholly Owned Subsidiary

20. RISK MANAGEMENT POLICY :

The Company has adopted a Risk Management Policy which is implemented throughout the Organisation; Special Emphasis on Risk Management is given during the Annual Budgeting Process and Periodical Monthly Meetings.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY :

The Provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the company. However as a part of CSR initiative, The Company has adopted 15 Mentally Challenged Children who are under rehabilitation in Jaina anupam N. Charitable Trust, Valsad.

22. RELATED PARTY TRANSACTIONS

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is annexed as Annexure - VII to this Report.

23. FORMAL ANNUAL EVALUATION:

The Company has a Policy for evaluation of Performance of Directors and the Board. Based on the Principle Laid out in the said Policy, Nomination & Remuneration Committee has evaluated the Performance of Every Director. Over and above, Independent Directors in their Separate Meeting held have evaluated Performance of Non- Independent Directors, The Chairman and the Board as a whole. The Board has also evaluated the Performance of Independent Directors

24. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure - VIII to this Report.

25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has received nil complaints on sexual harassment.

26. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

27. CORPORATE GOVERNANCE:

In terms of the Securities and Exchange Board of India ("SEBI") circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the compliance of provisions of the revised Clause 49 of the Listing Agreement are not mandatory to the Company for the time being.

Details of Directors Remuneration as required under Schedule V Part II, Section II (A) (IV) of Companies Act 2013 is annexed as Annexure - IX to this Report.

28. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For, and on behalf of the Board of Directors

P.P. Kharas CHAIRMAN DIN:00026026 Mumbai, 28th May, 2015.


Mar 31, 2014

The Members,

The Directors are pleased to present their Thirty-Second Annual Report and Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

Rs.''000

31-03-2014 31-03-2013

Net Sales 819,840 758,358

Other Income 2,254 6,134

Sales and Other Income 822,094 764,492

Operating Profit (before 41,576 49,605 Depreciation, Exceptional items and Tax)

Less : Depreciation 14,601 14,298

Less : Exceptional items - 7,196

Profit before tax 26,975 28,111

Less : Provision for Tax

Current Tax 9,620 12,530

Deferred tax Credit (1,301) (3,711)

Profit after Tax 18,557 19,292

Short Provision of Tax for Prior Years - 6

Net Profit after prior period items 18,557 19,298

Add : Balance brought forward 75,712 63,098

Profit available for Appropriation 94,269 82,396

APPROPRIATION :

Transfer to General Reserve 2,500 2,500

Dividend on Equity Shares 3,600 3,600

Corporate Dividend Tax 584 584

Balance carried forward 87,585 75,712

94,269 82,396

2. OPERATIONS

Financial Year 2013-14 was full of uncertainties. Growth in domestic market has slowed down coupled with high inflation and higher interest rates which has impacted business sentiments. Liquidity crunch in market has adversely affected business in all sectors.

Raw material prices kept increasing consistently month after month ending with overall increase of 26% for the year over previous year. This restricted company''s ability to recover the same from customers.

During the period 30th September, 2013 to 14th October, 2013 the operations at the company''s factory were affected due to stoppage of production and disconnection of power supply pursuant to order dated 20th September, 2013 passed by Gujarat Pollution Control Board, Gandhinagar. The said order was later revoked 14th October, 2013 and factory operations were resumed. This resulted in production loss and adversely affected the operating results for the year.

During the year under review, sales volume has dropped by 10% compared to the previous year while net sales have increased by 8% to Rs.8198 lacs from Rs.7584 lacs in the previous year. However for reasons explained as above Profit Before Tax has dropped by 24% to Rs.270 lacs from Rs.354 lacs in previous year..

The company continues to make investments in equipments and ancillaries to achieve operating efficiency and provide customers with improved film performance and quality consistent with their requirements.

3. DIVIDEND

The Board of Directors recommends a dividend of Rs.1.20 per equity share (12%) for the year 2013-14. (Previous year – 12 %) for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs.41.84 lacs including dividend distribution tax which would remain same as Rs. 41.84 lacs in previous year.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 25 lacs to the General Reserve out of the amount available for appropriation and an amount of Rs.118.73. lacs is proposed to be retained in the statement of Profit and Loss.

5. FIXED DEPOSIT

The Company continued accepting Fixed Deposits from the public during the year under review. The Company received Rs.1,18,16,000 under the Fixed Deposit scheme. At the close of the year there were no Fixed Deposits due for payment which remained either unclaimed or unpaid, except 25 deposits amounting to Rs. 5,57,000/- which have matured but have not been claimed. Of these, 6 Deposits, amounting to Rs.1,50,000/- have been repaid up to the date of this Report.

The Company has complied with the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

6. PROSPECTS FOR THE CURRENT YEAR:

The major thrust during the year would be to build business volumes in industrial applications and highly specialised laminate application targeting more customers in domestic and export markets.

The traditional business of Multilayer Films for production of laminates will continue but margins are expected to be under pressure, however the volumes generated will help improve plant capcity.

Volatility in foreign exchange and uncertainty in oil prices will have its impact on raw material prices and its availability.

7. SUBSIDIARY COMPANY.

Pursuant to provisions of Section 212(8) of the Companies Act, 1956(Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February

8. 2011 has granted general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Statement of Profit & Loss and other documents of its subsidiary companies to its Balance sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary company are provided under the section "Subsidiary Company: Financial Highlights 2013-14'' in the Annual report. However the company will make available the said annual accounts and related detailed information of the subsidiary company upon request by any member of the Company and the same will also be kept open for inspection by any member at the Registered Office of the Company and of the Subsidiary

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the financial year ended 31st March 2014 is given in the Annexure to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not provided, as none of the employees of the Company is drawing salary above the limits prescribed under the above rules.

10. DIRECTORS

Mr. Mr. Bankim B. Desai, Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

The Company had, pursuant to the provisions of clause 49 of the listing agreements entered into with stock exchanges, appointed Mr. Jehangir Moos, Mr. Mukul B. Desai and Mr Bhupendra M. Desai as Independent Directors of the Company.

As per section 149(4) of the companies act, 2013 (''Act''), with came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors. In accordance with the provisions of section 149 of the act, there directors are being appointed as independent directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming annual general meeting (AGM) of the company.

11. CORPORATE GOVERNANCE

Pursuant to Clause - 49 of the Listing Agreement with the Stock Exchange, Mumbai a report on Corporate Governance, Management Discussion and Analysis, and a Certificate obtained from the Auditors of the Company regarding Compliance with the conditions of Corporate Governance, form part of this Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(I) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the applicable accounting standards.

(ii) The Directors had 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 on 31st March, 2014 and of the profit of the company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Annual Accounts on a "going concern" basis.

13. AUDITORS

M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the Company will retire at the 32nd Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the companies Act, 2013 and the rules framed thereunder, it is proposed to appoint M/s. Akkad Mehta and Co as statutory auditors of the company from the conclusion of the forthcoming AGM till the conclusion of the Thirty Fifth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

14. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Reconciliation of share capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital of the Company. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

15. COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary is attached.

16. COST AUDITORS

The Company has appointed Y. R. Doshi and Associates, Cost Accountants, Mumbai for conducting Cost Audit under section 148 of Companies Act, 2013, if applicable, for the financial year 2014-15.

17. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

P. P. Kharas CHAIRMAN

Mumbai, 28th May,2014


Mar 31, 2013

To The Members,

The Directors are pleased to present their Thirty First Annual Report and Audited Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS

Rs.RS.000

31.03.2013 31.03.2012

Net Sales 758,358 597,170

Other Income 6,134 1,640

Sales and Other Income 764,492 598,810

Operating Profit 49,605 39,304

(before Depreciation Exceptional items and tax)

Less: Depreciation 14,298 13,560

Less : Exceptional items 7,196

Profit before Tax 28,111 25,744

Less: Provision for Tax Current Tax 12,530 8,940

Deferred Tax Credit (3,711) (1,312)

Profit after Tax 19,292 18,116

Short Provision of Tax

for Prior Years 6 (179)

Net Profit after Prior 19,298 17,937 period items

Add : Balance Brought Forward 63,098 50,845

Profit available for Appropriation 82,396 68,782

APPROPRIATION :

Transfer to General Reserve 2,500 1,500

Dividend on Equity Shares 3,600 3,600

Corporate Dividend Tax 584 584

Balance Carried Forward 75,712 63,098

82,396 68,782

2. OPERATIONS

Financial Year 2012-13 proved to be a challenging year amidst economic uncertainties and disturbances. The Global economy during the year improved slowly, but was short of expectations. Deceleration in Industrial output weakened economic growth significantly. Despite these constraints and challenging environment, the company performed reasonably well during the year.

During the year under review traditional business of lamination film has grown steadily. There is a significant growth in films for other applications in export market. Volatility in input cost and inflationary trend in commodity market had adversely affected profit margins.

During the year under review, net sales increased by 26.99% to Rs.7584 lacs, from Rs.5972 lacs in the previous year. Operating profit before depreciation and exceptional items increased by 26.20% to Rs. 496 lacs from Rs. 393 lacs in previous year. During the year company has provided Rs. 71.96 lacs as diminution in value of investment in subsidiary company. The resulting net profit after tax (with prior period adjustments), incresed by 7.82% to Rs. 193 lacs from Rs. 179 lacs in previous year.

The company continues to make investments in equipments and ancillaries to achieve operating efficiency and provide customers with improved film performance and quality consistent with their requirements.

3. DIVIDEND

The Board of Directors recommend a dividend of Rs. 1.20 per equity share (12%) for the year 2012-13. (Previous year – 12 %) for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs. 41.84 lacs including dividend distributing tax which would remain same as Rs. 41.84 lacs in previous year.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 25.00 lacs to the General Reserve out of the amount available for appropriation and an amount of Rs. 126.14 lacs is proposed to be retained in the statement of Profit and Loss.

5. FIXED DEPOSIT

The Company continued accepting Fixed Deposits from the public during the year under review. The Company received Rs. 57,15,000/- under the Fixed Deposit scheme. At the close of the year there were no Fixed Deposits due for payment which remained either unclaimed or unpaid, except 19 deposits amounting to Rs. 4,97,000/ - which have matured but have not been claimed. Of these, Two Deposits, amounting to Rs. 50,000/- have been renewed or repaid up to the date of this Report.

The Company has complied with the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

6. PROSPECTS FOR THE CURRENT YEAR:

The company continues its efforts to increase its presence in industrial application, pharmaceutical packaging and highly specialised laminate applications.

The traditional business of multilayer film for production of laminates for consumer packaging has become competitive. However the volume generated in this application will help to improve plant productivity.

The company expects a marginal growth in volumes. However the profitability will be augmented by focusing efforts on promoting films for industrial and specialised laminate application.

Volatility in foreign exchange and uncertainty in oil prices will have its impact on raw material prices and its availability.

7. SUBSIDIARY COMPANY.

Your Company acquired on 12/06/2013 further 2,99,340 Equity Shares in Synergy Films Private Limited, its subsidiary company and consequently the said Company has become a 100% Subsidiary of the Company.

Pursuant to provisions of Section 212(8) of the Companies Act, 1956(Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011 has granted general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Statement of Profit & Loss and other documents of its subsidiary companies to its Balance sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary company are provided under the section “Subsidiary Company: Financial Highlights 2012-13'' in the Annual report. However the company will make available the said annual accounts and related detailed information of the subsidiary company upon request by any member of the Company and the same will also be kept open for inspection by any member at the Registered Office of the Company and of the Subsidiary.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the financial year ended 31st March 2013 is given in the Annexure to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not provided, as none of the employees of the Company is drawing salary above the limits prescribed under the above rules.

10. DIRECTORS

Mr. P. P. Kharas and Mr. Bankim B. Desai, Directors of the Company, liable to retire by rotation, retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

11. CORPORATE GOVERNANCE

Pursuant to Clause - 49 of the Listing Agreement with the Stock Exchange, Mumbai a report on Corporate Governance, Management Discussion and Analysis, and a Certificate obtained from the Auditors of the Company regarding Compliance with the conditions of Corporate Governance, form part of this Report.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the applicable accounting standards.

(ii) The Directors had 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 on 31st March, 2013 and of the profit of the company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Annual Accounts on a “going concern” basis.

13. AUDITORS

M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the Company will retire at the 31st Annual General Meeting and are eligible for re-appointment. A Certificate to the effect that their reappointment, if made, will be in accordance with the limit specified in Sub- section (1-B) of Section 224 of the Companies Act, 1956 has been furnished.

14. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Reconciliation of share capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital of the Company. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

15. COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary is attached.

16. COST AUDITORS

The Company has appointed Y. R. Doshi and Associates, Cost Accountants, Mumbai for conducting Cost Audit for the financial year 2013-14, subject to approval of Central Government.

17. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Shareholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

P. P. Kharas

Chairman

Mumbai, 1st August, 2013


Mar 31, 2012

The Directors are pleased to present their Thirtieth Annual Report and Audited Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS Rs.'000

31.03.2012 31.03.2011

Net Sales 597,170 660,615

Other Income 1,640 1,578

Sales and Other Income 598,810 662,193

Operating Profit 39,304 56,368 (before Depreciation)

Less: Depreciation 13,560 11,456

Profit before Tax 25,744 44,911

Less: Provision for Tax

Current Tax 8,940 14,025

Deferred Tax Credit (1,312) 306

Profit after Tax 18,116 30,580

Short Provision of Tax for Prior Years (179) (22)

Net Profit after Prior 17,937 30,558 period items

Add : Balance Brought Forward 50,845 33,232

Profit available for Appropriation 68,782 63,790

APPROPRIATION :

Transfer to General Reserve 1,500 3,500

Dividend on Equity Shares 3,600 8,100

Corporate Dividend Tax 584 1,345

Balance Carried Forward 68,782 50,845

68,782 63,790

2. OPERATING RESULTS

During the year under review, net sales decreased by 9.6% to Rs. 5972 lacs, from Rs. 6606 lacs in the previous year. Operating profit before depreciation decreased by 30.27% to Rs. 393 lacs from Rs.564 lacs in previous year. The resulting net profit after tax (with prior period adjustments), decreased by 41.31% to Rs. 179 lacs from Rs. 306 lacs in previous year.

3. DIVIDEND

The Board of Directors recommend a dividend of Rs. 1.20 per equity share (12%) for the year 2011-12. (Previous year - 27 %) for approval at the Annual General Meeting. The dividend if approved will result in a cash outflow of Rs. 41.84 lacs including dividend tax compared to Rs. 94.45 lacs in previous year.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 15.00 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 137.53 lacs is proposed to be retained in the statement of Profit and Loss.

5. FIXED DEPOSIT

The Company continued accepting Fixed Deposits from the public during the year under review. The Company received Rs. 49,83,000/- under the Fixed Deposit scheme. At the close of the year there were no Fixed Deposits due for payment which remained either unclaimed or unpaid, except 14 deposits amounting to Rs. 4,95,000/- which have matured but have not been claimed. Of these, 10 Deposits, amounting to Rs. 3,35,000/- have been renewed or repaid up to the date of this Report.

The Company has complied with the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

6. OPERATIONS

During the year under review the traditional business of lamination films in Export market was adversely affected, because one of the customers has back-integrated into film manufacture based on the large quantity of film required. Sales of films for other application have grown marginally.

Volatility in input cost, inflationary trend in commodity market, higher borrowing cost and fluctuations in Exchange rate has adversely affected the business growth and profit margins.

The company continues to make investments in equipments and ancillaries to provide customers with improved film performance and quality consistent with their requirements.

7. PROSPECTS FOR THE CURRENT YEAR:

The company expects current year to be full of challenges. The abnormal increase in input cost, stagnancy in demand coupled with high inflation rate and increased borrowing cost will put pressure on volume growth as well as profit margins. Medium and small enterprises will look for consolidation

The uncertainty continues in behaviour of oil prices which will affect the prices and availability of critical raw material. Abnormal fluctuations in Exchange Rate will also have adverse impact on cost of raw material

The company expects a marginal growth in volumes. However profitability will be determined by focussing efforts on promoting films for speciality applications.

The traditional business of multilayer film for production of laminates for consumer packaging has become very competitive but the volume of business in this sector has some relevance in providing improved plant productivity.

The company's strength has been in ability to understand the ultimate customer's end use performance characteristics of the film and to develop its properties that meet with specific performance requirements. It is this strength that has allowed the company to venture in to some niche market applications hitherto serviced by imports. These are mostly industrial applications, pharmaceutical packaging and highly specialised laminate applications where the margins on sales are consistent with company's growth objectives and its reputation as a supplier providing value to customer.

8. SUBSIDIARY COMPANY

During the year under review the company has acquired additional 5, 96,680 equity shares in Synergy Films Private Limited for a total consideration of Rs.97, 50,000. With this, company now holds 8, 96,020 Equity shares of Synergy Films Private Limited which is 74.96% of its Equity Capital. Synergy films Private Limited thus has become subsidiary of the company.

Pursuant to provisions of Section 212(8) of the Companies Act, 1956(Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011 has granted general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act which requires the attaching of the Balance Sheet, Statement of Profit & Loss and other documents of its subsidiary companies to its Balance sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary company are provided under the section "Subsidiary Company: Financial Highlights 2011-12' in the Annual report. However the company will make available the said annual accounts and related detailed information of the subsidiary company upon request by any member of the Company or its subsidiary company and the same will also be kept open for inspection by any member at the Registered Office of the Company and the Subsidiary

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the financial year ended 31st March 2012 is given in the Annexure to this Report.

10. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not provided, as none of the employees of the Company is drawing salary above the limits prescribed under the above rules.

11. AUDITORS QUALIFICATION

Auditor's remarks referred in para 4(f) in form of non qualifying remarks and are self explanatory as per Note No. 29 of Notes to Accounts.

12. DIRECTORS

Mr. Mukul B. Desai, Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Mr. Bhupendra M. Desai, Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

13. CORPORATE GOVERNANCE

Pursuant to Clause - 49 of the Listing Agreement with the Stock Exchange, Mumbai a report on Corporate Governance, Management Discussion and Analysis, and a Certificate obtained from the Auditors of the Company regarding Compliance with the conditions of Corporate Governance, form part of this Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the applicable accounting standards.

(ii) The Directors had 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 on 31st March, 2012 and of the profit of the company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Annual Accounts on a "going concern" basis.

15. AUDITORS

M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the Company will retire at the 30th Annual General Meeting and are eligible for re-appointment. A Certificate to the effect that their reappointment, if made, will be in accordance with the limit specified in Sub- section (1-B) of Section 224 of the Companies Act, 1956 has been furnished.

16. SECRETARIAL AUDIT REPORT

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital of the Company. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

17. COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary is attached.

18. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

P. P. Kharas

Chairman

Mumbai, 11th August, 2012


Mar 31, 2011

The Directors are pleased to present their Twenty-Ninth Annual Report and Audited Accounts for the year ended 31st March 2011.

1. FINANCIAL RESULTS

Rs.000 31.3.2011 31.3.2010

Net Sales 660,615 484,717

Other Income 1,578 1,339

Sales and Other Income 662,193 486,056

Operating Profit 56,368 33,627 (before Depreciation)

Less: Depreciation 11,456 12,285

Profit before Tax 44,911 22,698

Less: Provision for Tax

Current Tax 14,025 9,660

Deferred Tax Credit 306 9

Profit after Tax 30,580 13,029 Short Provision of Tax

for Prior Years (22) 37

Net Profit after Prior 30,558 13,066 period items

Add : Balance Brought Forward 33,232 27,962

Profit available for Appropriation 63,790 41,028

APPROPRIATION :

Transfer to General Reserve 3,500 1,500

Dividend on Equity Shares 8,100 5,400

Corporate Dividend Tax 1,345 896

Balance Carried Forward 50,845 33,232

63,790 41,028

2. OPERATING RESULTS

During the year under review, net sales increased by 36% - Rs. 6606 lacs, from Rs. 4847 lacs in the previous year. Operating profit before depreciation increased by 67% over the last year to 563 lacs. The resulting net profit after tax (with prior period adjustments), amounted to Rs. 305 lacs ; an increase of over 230% over the previous year.

3. DIVIDEND

The Board of Directors recommend a dividend of Rs. 2.70 per equity share ( 27 % ) for the year 2010-11. (Previous year-18%) for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs. 94.45 lacs including dividend tax.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 35.00 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 176.13 lacs is proposed to be retained in the Profit & Loss Account.

5. FIXED DEPOSIT

The Company continued accepting Fixed Deposits from the public during the year under review. The Company received Rs. 41.32 lacs under the Fixed Deposit scheme. At the close of the year there were no Fixed Deposits due for payment which remained either unclaimed or unpaid, except 15 deposits amounting to Rs. 4.91 lacs which have matured but have not been claimed. Of these, 4 Deposits, amounting to Rs. 0.86 lacs have been renewed or repaid up to the date of this Report.

The Company has complied with the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

6. OPERATIONS

The traditional business of multi layer films for lamination has grown and continued to sustain operations, in terms of volume and capacity utilisation. The more encouraging factor related to the longer term growth potential was the success achieved in sales of specialty films. Consistent efforts at development, evaluation and validation of films appeared to have paid off.

The annual multi layer film capacity was increased by 1980 MT, by installing a new extrusion line.

Significant improvements were made in virtually all areas of operations.

7. PROSPECTS FOR THE CURRENT YEAR

The year 2010 -11 has been exceptional in terms of the growth in profitability. The Company expects that revenues and profitability will continue to grow. However the profitability will be determined by a more favourable product mix, consisting of specialty films.

The Companys strength has been in its ability to understand the ultimate customers end use performance characteristics of the film and to develop its properties that meet these specific performance requirements. It is this strength that has allowed the Company to venture into several niche market applications hitherto serviced by imports or local producers where the customer had to compromise either on processing speeds or end use

performance characteristics of their product. These are mostly industrial applications, pharmaceutical packaging and highly specialised laminate applications where the margins on sales are consistent with the companys growth objectives, and its reputation as a supplier providing value to customers.

The traditional business of multi layers films for production of laminates for consumer packaging has become very competitive. Its sales will be limited to those customers who continue to buy for reasons where the product packed is aggressive and/or the packaging system requires very specific quality parameters.

This critical edge the Company has in the market has to be sustained by major investments on equipment planned during the year to enable production of films consistent with modern technology in packaging and the need for preservation of foods, adopted by the ultimate packer - the FMCG companies.

The Company has invested in the Joint Venture Company, Synergy Films Pvt. Ltd., which is currently making losses. The Company has given a guarantee to NEDFI (North Eastern Development Finance Corporation Ltd.) for Rs. 400 Lacs for the Term Loan and Working Capital Loan disbursed by them to Synergy Films Pvt. Ltd. The Board of Directors is of the opinion that if the management of Synergy Films was replaced and brought fully under the control of your Company, Synergy Films Pvt. Ltd. could become a profit making Company. The Board is considering the takeover of the stake of the joint venture partner so that it is in a position to revive Synergy Films Pvt. Ltd. In these circumstances the Board is of the

view that the observation of the Statutory Auditor in paragraph 4(f) and 4(g) of his Report will not affect the operations of the Company.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the financial year ended 31st March 2011 is given in the Annexure to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not provided, as none of the employees of the Company is drawing salary above the limits prescribed under the above rules.

10. AUDITORS QUALIFICATION

Auditors remarks referred in para 4 (f) and para 4 (g) are in Form of non qualifying remarks and are self explanatory as per Note No. 9 and Note No. 16 of Notes to Accounts in Schedule 16.

11. DIRECTORS

Mr. Bankim B. Desai, Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

Mr. J. A. Moos, Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

12. CORPORATE GOVERNANCE

Pursuant to Clause - 49 of the Listing Agreement with the Stock Exchange, Mumbai a report on Corporate Governance, Management Discussion and Analysis, and a Certificate obtained from the Auditors of the Company regarding Compliance with the conditions of Corporate Governance, form part of this Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the applicable accounting standards.

(ii) The Directors had 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 on 31st March, 2011 and of the profit of the company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Annual Accounts on a "going concern" basis.

14. AUDITORS

M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the Company will retire at the 29th Annual General Meeting and are eligible for re-appointment. A Certificate to the effect that their reappointment, if made, will be in accordance with the limit specified in Sub- section (1 -B) of Section 224 of the Companies Act, 1956 has been furnished.

15. SECRETARIAL AUDIT REPORT

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital of the Company. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

16. COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary is attached.

17. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

P. P. Kharas Chairman

Mumbai, 28th May 2011


Mar 31, 2010

The Directors are pleased to present their Twenty-Eighth Annual Report and Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS

Rs.000

31-3-2010 31-3-2009

Net Sales 484,717 318,030

Other Income 1,339 1,759

Sales and Other Income 486,056 319,789

Operating Profit 33,627 8,699

(before Depreciation)

Less: Depreciation 12,285 10,945

Profit before Tax 22,698 (2,246)

Less: Provision for Tax

Current Tax 9,660 210

Deferred Tax Credit (9) (2,854)

Fringe Benefit Tax 275

Profit after Tax 13,029 124

Prior period adjustment (409)

Short Provision of Tax

for Prior Years 37 (2).

Net Profit after Prior 13,066 (287)

period items

Add : Balance Brought Forward 27,962 28,249

Profit available for Appropriation 41,017 27,962

APPROPRIATION :

Transfer to General Reserve 1,500 -

Dividend on Equity Shares 5,400 -

Corporate Dividend Tax 897 -

Balance Carried Forward 33,231 27,962

33,231 27,962

2. OPERATING RESULTS

During the year under review, net sales increased by

52% to Rs. 4861 lacs compared to Rs.3198 lacs of the previous year. Operating Profit before depreciation increased threefold to Rs. 350 lacs. The Company has earned Net Profit after tax and prior period adjustment, of Rs.132 lacs, against net loss of Rs.2.87 lacs of the previous year.

3. DIVIDEND

The Board of Directors recommend a dividend of Rs. 1.80 per equity share (18%) for the year. (Previous year - Nil) on the equity shares for the year 2009-10 for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs. 62.97 lacs including dividend tax.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 15.00 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 52.69 lacs is proposed to be retained in the Profit & Loss Account.

5. FIXED DEPOSIT

The Company continued accepting Fixed Deposits from the public during the year under review. The Company received Rs. 24,51,000/- under the Fixed Deposit scheme. At the close of the year there were no Fixed Deposits due for payment which remained either unclaimed or unpaid, except 20 deposits amounting to Rs.3,75,000/- which have matured but have not been claimed. Of these, 5 Deposits, amounting to Rs.54,000/- have, been renewed or repaid up to the date of this Report.

The Company has complied with the requirements of the Companies (Acceptance of Deposits) Rules, 1975.

6. OPERATIONS

From last years depressed levels, the business improved significantly during second half of the current year. The Capital investment made in the previous years and the significant efforts made in prompting sates of Specialty films, resulted in higher sales volumes and profitability that will be sustained in the current year.

During the year under review the export business has also improved significantly. The export sales volume and value during the year were 1360 MT and Rs. 1342.98 lacs respectively against 740 MT and Rs. 779.84 lacs Of the previous year.

The volatility in the raw material prices continued as in the previous year. However, the prices fluctuated in a narrower range; with continuous monitoring and control of sales prices and all operating variables, a slide in profit margins was prevented.

7. PROSPECTS FOR THE CURRENT YEAR

The Company expects that revenues and profitability will continue to grow in the current year. This is b,ased on the fact that :

The Company has developed a strong product development capability.

- There is now a geographic diversity in its export markets.

The Company has established long standing relationships with its key customers, by its ability to provide customized multilayer films. These customers funnel opportunities for growth.

The Company has a wider range of specialty films.

The extrusion lines have been operating at near full capacity levels. The Company will add additional capacity of 1800 MT per annum, which will be in operation in the second quarter. This plant will feature recent developments in technology, providing improved operating efficiency, with lower operating costs. The Company has already sold one of its oldest (imported in 1987) extrusion line.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Clause (e) of Sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the financial year ended 31s March 2010 is given in the Annexure to this Report.

9. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is not provided, as none of the employees of the Company is drawing salary above the limits prescribed under the above rules.

10. DIRECTORS

Mr. P. P. Kftaras, Chairman, and Non-Executive Director of the Company from October 2007, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Mukul B. Desai, Independant Director of the Company, liable to retire by rotation, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

11. CORPORATE GOVERNANCE

Pursuant to Clause - 49 of the Listing Agreement with the Stock Exchange, Mumbai a report on Corporate Governance, Management Discussion and Analysis, and a Certificate obtained from the Auditors of the Company regarding Compliance with the conditions of Corporate Governance, form part of this Report,

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the applicable accounting standards.

(ii) The Directors had 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 on 31s" March, 2010 and of the profit of the company for the year ended on that date;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and. for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the Annual Accounts on a "going concern" basis.

13. AUDITORS

M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the Company will retire at the 28" Annual General Meeting and are eligible for re-appointment. A

Certificate to the effect that their reappointment, if made, will be in accordance with the limit specified in Sub-section (1-B) of Section 224 of the Companies Act, 1956 has been furnished.

14. SECRETARIAL AUDIT REPORT

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital of the Company. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the Board of Directors- The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the number of shares in dematerialized form (held with NSDL and CDSL) and the total number of shares in physical form.

15. COMPLIANCE CERTIFICATE

The Compliance Certificate as required under Section 383A of the Companies Act, 1956 from a Practicing Company Secretary is attached.

16. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

P. P. Kharas

Chairman

Mumbai, 30th July 2010



 
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