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Directors Report of Gopala Polyplast Ltd.

Mar 31, 2015

Dear Members,

The Directors submit this 31st Annual Report together with the Audited Accounts for the year ended

31st March, 2015.

1. FINANCIAL RESULTS

The performance of the Company during the year under review is summarized in the following statement:

Rs. in Lacs

2014-15 2013-14

Revenue from operations 28600.93 28485.84

GROSS PROFIT/(LOSS) BEFORE INTEREST & FINANCE CHARGES, TAX AND DEPRECIATION 928.60 1274.80

Interest & Financial Charges 797.08 574.94

Depreciation 567.15 387.79

PROFIT / (LOSS) BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS & TAX I I (435.63) 312.07

Extra Ordinary Item Profit / (21.24) (5.50) (Loss) on sale of fixed assets / investment

PROFIT / (LOSS) BEFORE TAX (456.87) 306.57

Provision for Taxation (including 13.99 5.41 deferred tax)

PROFIT / (LOSS) FOR THE YEAR (470.86) 301.16

2. STATE OF AFFAIRS OF THE COMPANY

While the revenue from operations during the year 2014-15 was marginally higher than the same in the previous year the Company incurred net loss of Rs.470.86 lacs in the year 2014-15 as against net profit of Rs.301.16 lacs earned in the year 2013-14 for the following reasons.

a. The company is engaged in the manufacture of HDPE / PP bags and price of its raw material i.e. plastic granules is affected by fluctuations in prices of crude oil and dollar. During the previous year 2014-15 particularly during October to December quarter there was steep fall in crude oil prices and consequently domestic prices of the company's raw material had also fallen sharply and as a result thereof the company has incurred substantial losses during 3rd quarter of the year 2014-15. Company's inventory holding level generally remains high due to nature of its product and the overall stock from raw materials to finished goods which comprises Granules, Tape, Fabric, Cut Pieces, Bags (stitched and unstitched) and Ready bags on an average remains at the high level and it is required to be maintained at such level to manage production cycle. So if there is steep fall in prices then there will be substantial loss in the value of stock held by the Company. The Company lost about Rs.600/- lacs during 3rd quarter of the year 2014-15 merely on stock holding. Further in the falling prices scenario, the falling prices of raw materials impacts sales price also and it so happened that the Company was forced to sell its products at a price lower than its cost to its regular high profile clients just to stay in competition. So this is the reason for losses in the 3rd quarter of the year 2014-15. In fact, the company reported net profit during the remaining three quarters of the year 2014-15.

b. Increase in interest cost due to term loan availed by the company and increase in provision for depreciation due to capex under its expansion cum modernization programme have also put pressure on the bottom-line of the Company.

The Company expects better performance during the year 2015-16

3. MATERIAL CHANGES DURING THE YEAR UNDER REVIEW

No material changes and commitments have occurred during the year and between the end of financial year under review and the date of this report of the Board of Directors, which affects the financial position of the Company.

4. DIVIDEND

No divined is being recommended by the Directors for the year ending 31st March, 2015 due to losses.

5. TRANSFER TO RESERVES

The Board of Directors does not propose to transfer any amount to the General Reserve or to any other reserve.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sec. 134 (5) of the Companies Act, 2013 the Directors confirm :

i) that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made 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;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual financial statements have been prepared on a going concern basis.

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to provision of Section 149 and other applicable provisions of the Companies Act, 2013 Mr. Malay Dalal (DIN: 01896746) Mr. Balkrishna Mittle (DIN: 00448528) and Mr. Rajkumar Poddar (DIN: 03567333), were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Pursuant to provision of Section 149(1) read with Section 161 (1) of the Companies Act, 2013 Ms. Nirali Patel (DIN: 01354974) was appointed as a woman director of the Company at the meeting of the Board of Directors held on 31st March, 2015. Subsequently, on resignation of Mr. Rajkumar Poddar, Independent Director, effective from 9th May, 2015, Ms. Nirali Patel was categorised as an Independent Director under Section 149 (4) of the Companies Act, 2013 at the meeting of the Board of Directors held on 31st July, 2015 subject to approval by the Company in General Meeting. The resolution seeking approval of the members for the appointment of Ms. Nirali Patel has been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with the brief details about her. Ms. Nirali Patel has submitted a declaration to the Board that she meets with the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement The company has received a notice under section 160 of the Act, along with the requisite deposit proposing the appointment of Ms. Nirali Patel.

Mr. Mahendra Somani retires by rotation and being eligible has offered himself for re-appointment.

During the year, the non-executive director of the Company had no pecuniary relationship or transaction with the Company.

Pursuant to provision of Section 203 (1) (iii) of the Companies Act, 2013 Mr. Krunal Shah was appointed as Chief Financial Officer of the Company w.e.f. from 1st June, 2014.

8. MEETINGS OF THE BOARD

Seven meetings of the Board were held during the year. For details of the meeting of the board, please refer to the corporate governance report, which forms part of this report.

The maximum time gap between two consecutive meetings of Board did not exceed the limit prescribed under the Companies Act, 2013.

The Agenda papers along with agenda notes were circulated well in advance to the Members of the Board for their review and to facilitate them to take informed decisions, if any.

The Company's last Annual General Meeting was held on 30th September, 2014.

9. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors pursuant to the provisions of the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI') under Clause 49 of the Listing Agreements.

The Board and the Nomination and Remuneration Committee 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. Also, the Chairman was also evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

11. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company

12. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

13. AUDITORS

At the 30th Annual General Meeting held on 30th September, 2014, M/s. V. K. Moondra & Co., Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of the 33rd Annual General Meeting. In terms of the first proviso of Section 139 of the Companies Act, 2013, the appointment of Auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. K. Moondra & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the members. In this regard, the company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditor's report and secretarial auditor's report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial audit is given as an annexure which forms part of this report.

15. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

During the year under review, the Company has not granted any Loans, guarantees or provided securities in excess of the limits prescribed under Section 186(2) of the Companies Act, 2013 and has not made any investment through more than two layers of investment Companies.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is annexed hereto in Annexure - I and forms part of this report.

18. CORPORATE SOCIAL RESPONSIBILITY

The CSR Policy is not applicable to our company.

19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

There were no companies which have become or ceased to be subsidiary, joint ventures or associate companies

20. EXTRACT OF ANNUAL RETURN

An extract of Annual Return of the Company as on 31st March, 2015 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed hereto in Annexure - II and forms part of this report.

21. 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 below.

a. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director Ratio to the median remuneration

Mr. Mahendra Somani - Whole time Director 7.14

Mr. Manoj Somani - Managing Director 11.60

Mr. Manish Somani - Executive Director 9.99

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name of the Director Ratio to the median remuneration

Mr. Mahendra Somani - Whole time Director 0.00

Mr. Manoj Somani - Managing Director 0.00

Mr. Manish Somani - Executive Director 0.00

Mr. Krunal Shah - CFO 16.12%

Ms. Anal Desai - Company Secretary 10.71%

c. The percentage increase in the median remuneration of employees in the financial year : 10.96%

d. The number of permanent employees on the roll of Company : 203

e. The explanation on the relationship between average increase in remuneration and Company performance :

On an average the employee received annual increase of 11%. The employees were given increase in remuneration despite losses of Rs.456.87 lacs before tax during the year 2014-15 as losses were mainly due to external reasons as stated in the State of Affairs of the company.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company.

Particulars Rs. In lacs

Aggregate remuneration of key 53.80 managerial personnel in the year 2014-15

Gross Income 28568.74

Remuneration of key managerial personnel 0.18% as % of Gross Income

Profit / (Loss) before tax (456.87)

Remuneration of key managerial -ve personnel as % of Profit before Tax

g. Variations in the market capitalisation of the Company, price earning ratio at the closing date of the current financial year and previous financial year :

Particulars 31/03/2014 31/03/2015 % change

Market Capitalisation 12.01 12.55 ( ) 4.51% (Rs. In Crores)

Market Price 13.54 14.15 ( ) 4.51%

Earnings per Share 3.40 (-) 5.31 (-) 156.17

Price Earnings ratio 3.98 N.A. N.A.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Particulars 31/03/2015 31/10/1994 31/10/1994 IPO IPO(Adjusted Price)

Market Price (BSE) Rs.14.15 Rs.35.00 Rs.175.00

Particulars % change

Market Price (BSE) (-) 91.91%

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 11.33% as against nil percentile increase in the managerial remuneration

j. Comparison of remuneration of each of the key managerial personnel against the performance of the Company.

(Rs. in lacs)

Mr. Krunal Ms. Anal Shah CFO Desai CS

Remuneration in FY 2014-15 3.72 1.79

Revenue 28600.93

Remuneration (as % of Revenue) 0.013% 0.006%

Profit before Tax (456.87)

Remuneration (as % of PBT) N.A. N.A.

k. The key parameters for any variable component of remuneration availed by the director.

Not applicable

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

Not applicable

m. Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms that the remuneration is as per remuneration policy of the Company

22. DISCLOSURE REQUIREMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion analysis are attached, which form part of this report.

Details of the familiarization programmed of the independent directors are available on the website of the company (www.gopalapolyplast.com).

Policy of dealing with related party transactions is available on the website of the Company (www.gopalapolyplast.com).

The Company as formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and revised clause 49 of the Listing Agreements with stock exchanges. The Whistle Blower Policy is available on the website of the company (www.gopalapolyplast.com).

There has been no complaint received on Sexual Harassment during the year under review.

23. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on such deposits was outstanding as on the date of the balance sheet.

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

Conservation of Energy

Under modernisation and expansion programme undertake during last two years, the Company has overhauled its major old machinery by installing new machinery which is consuming less power.

Technology absorption, adaption and innovation

The company continues to use the latest technologies for improving the productivity and quality of its products. The Company's operations do not require import of technology.

Research and Development : Specific areas in which R&D was carried out by the Company

No R & D was carried out by the Company in specific areas.

Expenditure in R&D : Rs. Nil

Foreign Exchange earnings and outgo

(Rs. in lacs)

Foreign Exchange used and earned 2014-15 2013-14

a. Foreign Exchange earnings 321.10 200.03

b. CIF Value of imports

Raw Material (including 753.56 ---- purchase on high seas basis)

Capital Goods 884.51

c. Expenditure in foreign currency 15.06 12.29

25. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals in favour/against the Company impacting the going concern status and Company's operations in future.

26. ACKNOWLEDGEMENT

The Directors wish to convey thanks to the Company's employees, customers, vendors, bankers, various Central and State authorities for their co-operation and look forward to their continued support for the years to come.

For and on behalf of the Board of Directors

Date : 31st July, 2015 Mahendra Somani Place : Santej Chairman DIN :00360950


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you, the 30th Annual report and the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2013-14 2012-13

GROSS PROFIT (LOSS)(PBDIT) 1274.80 1002.43

Less:

Interest & Financial Charges 574.94 472.61

Depreciation 387.79 304.55

PROFIT / (LOSS) BEFORE TAX & 312.07 225.27 EXTRA ORDINARY ITEM

(Add) / Less :

Extra Ordinary Item (Profit) / Loss 5.49 27.94

PROFIT / (LOSS) BEFORE TAX 306.58 197.33

Less:

Provision for Income Tax 8.67 —

Provision for Deffered Tax (3.25) 17.80

PROFIT / (LOSS) AFTER TAX 301.16 179.53

Add: Balance brought forward 179.51 (1250.52)

APPROPRIATIONS — —

Transfer from Capital Restructure Account — 1250.50

Balance carried forward to next year 480.67 179.51

EQUITY DIVIDEND

With a view to conserving resources for future expansion cum modernization facilities, your directors do not recommend dividend on Equity Shares for the year 2013-14

EXPANSION & MODERNISATION

Encouraged by the current demand for the Company''s product and keeping in mind the benefits available under the TUF Schemes of both Central Government and the State Government the Company has identified the areas for further expansion and modernization of its existing production facilities. The company has also decided to diversify into value added products, which will help in increasing its competitive strength in the market.

At present, the company''s woven sacks division (HDPE Division) is supplying mainly to Cement Industry. During last four years, the company has developed its capabilities for Sugar Industry and Food grain Industry. In fact, it is one of the few companies that has successfully completed all government orders for food grain supply. After being well established in these industries, the company plans on diversifing into value added products. The two new product lines it plans to add are BOPP bags and AD star bags.

BOPPBAGS

BOPP bags are widely used today in retail packaging of 10-25 kg packs of rice, chakki atta, maida, besan, sugar, seed, fertilisers, cement putty and other premium products. Retail is exploding and the BOPP bag market is rapidly growing because of the importance of branding and need of asthetically appealing packaging. The company would like to exploit this opportunity in this time of growth.

AD STAR

AD star bags is the standard packing used for cement throughout the world, and this trend is slowly seeping into India. Currently, these bags were being imported. Being a leader in the cement industry, it is imperitive for the company to enter this market in its initial stage. These machines will be imported from Austria. Two of our major clients, Holcim and Ultratech have already started using these bags in large quantities.

AUTOMATION

We have added Valvomatic machines, which will cut down labour costs to almost half and increase the quality of our finished products. This Valvomatic bag making machines acquired by the company from Lohia Corp Ltd., where the first of its kind in the world. It removes all manual process for making bag from fabric. Historically, bag making is a very labour intensive process and the Company has faced a lot of labour issues. We are aiming to eradicate this.

Moreover, without increasing too much capacity in this expansion project, the company is moving to higher levels of automation. Through its diversification and modernization programme, the company is trying to enter a niche market with premium, higher margin products along with its existing product line.

The company has spent Rs. 1649.22 lakhs on addition to factory shed, plant and machinery ( under expansion and modernization) and electric installation during the year under review.

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

The total earning in foreign exchange from Direct Exports is Rs. 200.03 lacs. (Previous year - Rs. 236.54 lacs)

The total foreign exchange out flow during the year is Rs.12.29 Lacs (Previous year - Rs. 12.00 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

COST AUDITORS

Pursuant to Direction of the Ministry of Corporate Affairs, the company appointed M/s. A. G. Tulsian & Co., Cost Accountant (Firm No.19812) for submitting Audit Report on cost accounts maintained by the Company for the year ending on 31/03/2014. The Cost accountant submitted their Audit Report on 30/05/2014.The due date for filling Cost Audit Report with MCA is 27/09/2014.

Your directors have now appointed M/s. A. G. Tulsian & Co., Cost Accountant to carry out audit of cost accounts maintained by the Company for the year 2014-15. The due date for filing Cost Audit Report with MCA is 27/09/2015.

ACKNOWLEDGMENT

Your directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchange and government authorities for their continued support and co-operation throughout the year.

For and on behalf of the Board of Directors Santej Mahendra Somani 30th July, 2014 Chairman DIN :00360950


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting before you, the 29th Annual report and the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2012-13 2011-12

GROSS PROFIT (LOSS)(PBDIT) 1002.43 649.43

Less:

Interest & Financial Charges 472.61 247.94

Depreciation 304.55 257.91

PROFIT / (LOSS) BEFORE TAX & EXTRA ORDINARY ITEM 225.27 71.04

Add:

Extra Ordinary Item (Profit) / Loss 27.94 (8.67)

PROFIT / (LOSS) BEFORE TAX 197.33 79.71

Less:

Provision for Deffered Tax 17.80 (78.99)

PROFIT / (LOSS) AFTER TAX 179.53 158.70

Add: Balance brought forward (1250.52) (1409.22)

APPROPRIATIONS __ __

Transfer from Capital Restructure Account 1250.50 __

Balance carried forward to next year 179.51 (1250.52)



EQUITY /PREFERENCE DIVIDEND

With a view to conserving resources for future expansion cum modernization facilities, your directors do not recommend dividend on Equity Shares for the year 2012-13

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 715.30 lakhs on addition to factory shed and plant and machinery during the year under review.

CAPITAL RESTRUCTURING

For ensuring that the financial statements of the Company reflect the real picture and the Capital, reserves and surplus which are lost are not continued to be shown on the face of balance sheet the Company carried out reduction of capital of the Company. Further, conversion of the preference share capital into Equity Share Capital was carried out for creating a stable capital structure for future. The Hon''ble High Court of Gujarat at Ahmedabad vide its Order dated 7th day of May, 2013 sanctioned the Scheme of Arrangement involving Financial Restructuring of the Company and its Shareholders under Sections 391 to 394read with 80, 100 to 104, 106 of the Companies Act, 1956. Pursuant to the said Composite Scheme of Arrangement, the Company has 1. Reduced its Equity Share Capital from Rs. 10,91,55,000/- divided into 2,18,31,000 Equity Shares of Rs.5/- each to Rs. 4,36,63,920/- divided into 43,66,392 Equity Shares of Rs.10/- each. 2. Face value of Equity Shares has been consolidated from Rs. 5/- per share to Rs.10/- per share. 3. 4,50,000 1% Cumulative Redeemable Preference shares of Rs. 100/- each has been converted into 45,00,000 Equity shares of Rs.10/- each. The effects of order are given in the annual accounts for the year ended 31/03/2013 in compliance with Accounting Standard AS4.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Manoj Somani and Mr. Balkrishna Mittle, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITYSTATEMENTPURSUANTTOSECTION217(2AA)OFTHE COMPANIESACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii. 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;

iv. prepared the annual accounts on a going concern basis

DEPOSITS

The Company ha§ not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

The total earning in foreign exchange from Direct Exports is Rs. 236.54 lacs. (Previous year - Rs. 237.22 lacs)

The total foreign exchange out flow during the year is Rs. 12.00 Lacs (Previous year - Rs. 18.37 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

COST AUDITORS

Pursuant to Direction of the Ministry of Corporate Affairs, the company appointed M/s. A. G. Tulsian & Co., Cost Accountants (Firm No.19812) for submitting Compliance Report on cost accounts maintained by the Company for processing of plastic for the year ending on 31/03/2012. The Cost accounts submitted their Compliance Report on 22/09/2012 as against due date of 28/01/2013. Your directors have now appointed M/s. A. G. Tulsian & Co., Cost Accountants to carry out audit of cost accounts maintained by the Company for processing of plastic for the year ending on 31/03/2013. The due date for filing Cost Audit Report is 27/09/2013.

AUDITORS

M/s. V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The directors express their sincere thanks to all customers, vendors, investors, bankers, insurance companies, consultants, advisors, stock exchange and government authorities for their continued support and co-operation throughout the year.



For and on behalf of the Board of Directors

Santej Mahendra Somani

29th July, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting before you, the 28th Annual report and the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2011-12 2010-11

GROSS PROFIT (LOSS)(PBDIT) 658.10 223.85

Less:

Interest & Financial Charges 330.45 227.46

Depreciation 247.94 257.91

PROFIT / (LOSS) BEFORE TAX & EXTRA ORDINARY ITEM 79.71 (261.52)

Add:

Extra Ordinary Item - 309.89

PROFIT / (LOSS) BEFORE TAX 79.71 48.37

Less:

Provision for Deferred Tax (78.99) 23.02

PROFIT /(LOSS) AFTER TAX 158.70 25.35

Add: Balance brought forward (1,409.22) (1,434.57)

Profit/(Loss) available for Appropriation - -

APPROPRIATIONS - -

Balance carried forward to next year (1,250.52) (1,409.22)

EQUITY/PREFERENCE DIVIDEND

Due to inadequate distributable profits, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2011-12.

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 70.62 lakhs on plant and machinery during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mahendra Somani and Mr. Manish Somani, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

Mr. Rajkumar Poddar, who was earlier appointed as Additional Director 01/10/2011, is proposed to be appointed as Director of the Company at the next Annual General Meeting. '

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures:

ii. selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii. 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; *'

iv. prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58Aof the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Boatd of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 237.22 lacs. (Previous year - Rs. 152.82 lacs)

The total foreign exchange out flow during the year is Rs18.36 Lacs (Previous year - Rs. 15.07 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation.

There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/s. V. K. Moondra&Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.

For and on behalf of the Board of Directors

Santej Mahendra Somani

31st July, 2012 Chairman


Mar 31, 2010

The Directors have pleasure in presenting before you, the 26th Annual report and the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2009-10 2008-09

GROSS PROFIT (LOSS)(PBDIT) (113.90) (219.86)

Less:

Interest & Financial Charges 189.47 406.30

Depreciation 272.04 261.09

PROFIT / (LOSS) BEFORE TAX (575.41) (887.25)

Less:

Provision for Fringe Benefit Tax - 4.09

Provision for Deferred Tax (111.74) (217.74)

Provision for Income-Tax of earlier year 1.11 0.48

PROFIT / (LOSS) AFTER TAX (464.78) (674.08)

Add: Balance brought forward (969.79) (295.71)

Profit / (Loss) available for Appropriation (1434.57) (969.79)

APPROPRIATIONS - -

Balance carried forward to next year (1434.57) (969.79)

REPORTING TO BIFR

The accumulated losses of the company at the end of the financial year 31st March, 2010 have resulted in erosion of more than fifty percent of its peak net worth during the immediately preceding four financial years. While the company is taking necessary steps to protect further erosion, the Company will report to the Board for Industrial and Financial Reconstruction about such erosion of net worth as envisaged under Section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 forthwith upon adoption of audited accounts of the Company for the financial year ended 31st March, 2010. Shareholders are also requested to take note of this erosion and consider the same at the Extraordinary General Meeting of the members being convened for the purpose.

EQUITY / PREFERENCE DIVIDEND

Due to losses, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2009-10

EXPANSION & MODERNISATION

The company is regularly upgrading its plant and machinery and has spent Rs. 136.90 lakhs on plant and machinery during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mahendra Somani and Mr. Manish Somai, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

Subsequent to last Annual General Meeting Mr. Ram Prakash Khatod and Mr. Kashyap Mehta resigned from the Board of Directors. Your directors place on record their sincere appreciation for the guidance and valuable services rendered by them during their tenure as Directors of the Company.

Mr. Balkrishan Mittle, who was earlier appointed as Additional Director 10/07/2010 is proposed to be appointed as Director of the Company at the ensuing 26th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT.1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii. 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;

iv. prepared the annual accounts on a going concern basis

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 110.77 lacs. (Previous year- Rs. 112.73 lacs) The total foreign exchange out flow during the year on account of import of Machinery, Spares and other expenses is Rs.16.64 Lacs (Previous year- Rs. 11.57 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation. There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.

For and on behalf of the Board of Directors

Santej Mahendra Somani

30th July, 2010 Chairman


Mar 31, 2009

The Directors have pleasure in presenting before you, the 25th Annual report and the Audited Accounts for the financial year ended 31 st March, 2009.

FINANCIAL RESULTS

The Financial results of the Company are summarized below:

Rs. in Lacs

2008-09 2007-08

GROSS PROFIT (LOSS)(PBDIT) (219.86) 283.77

Less:

Interest & Financial Charges 406.30 388.17

Depreciation 261.09 309.67

PROFIT/(LOSS) BEFORE TAX (887.25) (414.07)

Less:

Provision for Fringe Benefit Tax 4.09 5.80

Provision for Deferred Tax (217.74) (2.21)

Provision for Income-Tax of earlier year 0.48 -

PROFIT / (LOSS) AFTER TAX (674.08) (417.66)

Add: Balance brought forward (295.71) 121.95

Profit/(Loss) available for Appropriation (969.79) (295.71)

APPROPRIATIONS - -

Balance carried forward to next year (969,79) (295.71)

EQUITY/PREFERENCE DIVIDEND



Due to losses, your directors do not recommend dividend on Equity Shares and Preference Shares for the year 2008-09

EXPANSION & MODERNISATION

In order to have a better control over operation and controlling transportation & other cost the company has shifted its finishing unit of woven sacks division from Silvassa to Santej. For this purpose a new building has been constructed at its Santej unit. Apart from this the Company has not undertaken any major expansion during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report is appended.

DIRECTORS

Mr. Mr. Malay Dalai and Mr. Kashyap Mehta, retire by rotation at the forthcoming Annual General Meeting, and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANTTOSECTION217(2AA)OFTHE COMPANIES ACT, 1956.

The Directors hereby confirm, that they have :

i. followed in the preparation of the annual accounts, the applicable accounting standards along with proper explanation relating to material departures;

ii. selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii. 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;

iv. prepared the annual accounts on a going concern basis.

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58A of the Companies Act. 1956 are applicable.

DELISTING OF EQUITY SHARES

The Company has applied to the Calcutta Stock Exchanges for voluntary delisting and its outcome is still awaited. The equity shares of the Company are continued to be listed on the Bombay Stock Exchange Limited (BSE).

CONSUMPTION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report. The total earning in foreign exchange from Direct Exports is Rs. 112.73 lacs. (Previous year- Rs. 168.09 lacs) The total foreign exchange out flow during the year on account of import of Machinery, Spares and other expenses is Rs. 11.57 Lacs (Previous year - Rs. 83.26 Lacs).

PERSONNEL

The employee relation situation in your Company was satisfactory. Your Directors place on record their appreciation for the hard work and dedication of the employees in enhancing the productivity and effectiveness of the Organisation. There is no employee who is in receipt of remuneration exceeding the limits specified under sub-section 2A of Section 217 of the Companies Act. 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a Report on Corporate Governance is appended along with Certificate of Compliance from the Auditors.

AUDITORS

M/S V. K. Moondra & Co., Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment.

ACKNOWLEDGMENT

The Board of Directors places on record its warm appreciation for the devoted services of the staff at all levels of the Company who have contributed all these years to the growth of the Company. The Board of Directors gratefully acknowledge support extended by various Government Authorities, customers, investors, Banks and Financial Institutions to the Company from time to time.



For and on behalf of the Board of Directors

Santej Mahendra Somani

26th August, 2009 Chairman

 
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