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Directors Report of Machino Plastics Ltd.

Mar 31, 2015

The Members,

The directors have pleasure in presenting the 30th Annual Report together with audited statement of accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lacs) Financial Performance 2013-14 2014-15

Income from operation (net of excise) 16,638.64 19,646.40

Other Income 23.15 36.24

Profit (before financial charges, depreciation and tax) 1,370.98 1,856.13

Financial charges 470.01 535.33

Depreciation 1,318.66 1,134.83

Prior period items (20.16) -

Profit before tax (397.53) 185.97

Provision for tax (after adjustment of deferred tax) (156.16) (45.63)

Profit after tax (241.37) 231.60

The turnover of your company has increased by 18.08% from 16,638.64 lacs in 2013-14 to 19,646.40 in current year. Your company has earned a pretax profit of Rs. 185.97 lacs as compared to loss of Rs. 397.53 lacs in the last year.

OPERATIONS:

Your company has acquired 2 Acres leasehold land in Industrial Area in Pithampur (M.P) and has constructed factory building thereof to manufacture plastics molding components. However the company is yet to commence production from this location due to lack of adequate business to make this unit viable.

During the year under review, the following are the highlights of your company:

- Achieved a turnover of Rs. 19,646.40 lacs as compared to Rs. 16,638.64 lacs during 2013-14 reflecting an increase of 18.08%.

- Profit before tax during 2014-15 is Rs. 185.97 lacs against pretax loss during the year 2013-14 of (Rs. 397.53 lacs)

- Profit after tax during 2014-15 is Rs. 231.60 lacs against post tax loss during the year 2013-14 of (Rs. 241.37 lacs).

- Cash profit of Rs. 1320.8 lacs during the year 2014-15 against cash profit during the year 2013-14 of Rs. 921.13 lacs.

INTERNAL FINANCIAL CONTROL

Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.

DIVIDEND

Your directors recommend a dividend of 10% (i.e., Re. 1/- per equity shares of Rs. 10/- each) of the financial year 2014-15 amounting to Rs. 61,36,800/-. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

The dividend shall be paid to members whose names appear in the Register of Members as on 11th August, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owner as on that date. The dividend income is tax free in the hands of the shareholders.

AMOUNT TRANSFERRED TO RESERVE

Your company proposed to transfer an amount of Rs. 25,00,000/- to general reserve which is 10% of the profits of the company.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of your Company is annexed hereto as Annexure-I and form part of the report. NUMBER OF THE BOARD MEETINGS:

The board of your company met four times during the financial year 2014-15. The details of which is as under:

S.No. Date Board strength No. of Directors present

1 26.05.2014 8 7

2. 12.08.2014 8 4

3. 18.11.2014 8 5

4. 09.02.2015 8 8

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with Section 134 sub section 5 of the Companies Act, 2013 the directors of your company subject

to notes appended to accounts and auditors'' report, confirm:

- That in preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures.

- That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015.

- 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.

- That the annual accounts have been prepared on a going concern basis.

- The internal financial control of the Company as laid down by directors to be followed by the company is adequate and is operating effectively; and

- The system for compliance with the provisions of all applicable laws is adequate and is operating effectively

DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received the statement of declaration by Independent Director under the Companies Act, 2013 and also in accordance to listing agreement. The Board of Directors of your company is satisfied that all the independent directors of your company meet the criterion for independence.

REMUNERATION POLICY

Your company has adopted the remuneration policy for director''s appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of board of directors of the company held on 9th Feb, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your company is annexed in Annexure - II.

The policy has also been disclosed on the website of the company.

AUDIT AND AUDITORS'' REPORT:

STATUTORY AUDITORS:

M/s. Goel Garg & Company, Chartered Accountants, was appointed as Statutory Auditors of the company to hold office till the conclusion of ensuing Annual General Meeting.

STATUTORY AUDITORS'' REPORT:

The observation of the auditors is self-explanatory and / or is suitably explained in the notes to the accounts. There is no such observations in the auditor report which needs to be explained by your company. The report of Statutory Auditor is annexed separately in this annual report.

SECRETARIAL AUDITOR:

M/s. A. K. Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2014-15 for secretarial audit of your company.

SECRETARIAL AUDIT REPORT

There are no such observations in the secretarial audit report which needs to be explained by your company. The report of the secretarial auditor is annexed to this report as Annexure VIII.

COST AUDITORS:

The H. Tara & Co. has been appointed as cost auditor of the company for the Year 2014-15.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY

Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013.

RELATED PARTIES TRANSACTION

Contracts/ arrangements/ transactions entered by your company during the financial year 2014-15 with the related parties were in the ordinary course of business and on an arm''s length basis or with required approvals. Your company has also adopted a policy on materiality of related parties'' transaction and also dealing with related parties'' transaction as approved by the board. The policy has also been disclosed on the website of your company at www.machino.com

The details of related parties'' transaction whether requiring approvals or otherwise, as per the provision of section 188 of the Companies Act, 2013 in form AOC - II is annexed in Annexure - III.

STATE OF COMPANY''S AFFAIR

Your company is joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation. Your company was incorporated in 1986. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in production of plastics moulded automotive components. Your company has three plants

in Gurgaon, Manesar and Pithampur. The plants in Gurgaon and Manesar are operational and one in Pithampur is yet to commence production. Your company is a going concern.

During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

MATERIAL CHANGES AND COMMITMENTS

No significant changes and commitments affecting the financial position of your company from the financial year ending on 31st March, 2015 till the date of this report.

CONSERVATION OF ENERGY

Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy. New investments have been made to monitor consumption of energy at various levels.

Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.

Data regarding energy consumed is given hereunder:

TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure IX and forms part of the Report.

RISK MANAGEMENT POLICY

Your company already has "Risk Management Policy" in writing which is also uploaded on the website of the company. The policy is regularly updated taking in to consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your company has also constituted a risk management committee during the year under review the details of which is given in the Corporate Governance section of the Annual Report.

ANNUAL EVALUATION OF PERFORMANCE

The performance evaluation of all:

- independent directors were made by Board (excluding the director whose performance is being evaluated),

- non independent directors were made by the independent directors in its meeting

- the board committees and of the board as whole was made by Nomination and Remuneration Committee

Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure -V.

The policy has also been disclosed on the website of the company.

VIGIL MECHANISM

Your Company has established the Vigil Mechanism for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.

During the financial year 2014-15, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2014-15 of any sort from any directors and employee of your company.

The detail of establishment of such mechanism is also disclosed on the website of the Company and also enclosed as per Annexure -VI.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. M. D. Jindal and Mr. A. K. Tomer retire by rotation and being eligible offer themselves for reappointment.

Mr. R. L. Gaggar, Mr. R. Krishnan, Mr. S. Balasubramanian and Mr. G. C. Dwivedi are appointed as Independent Director of the company under section 149 of the Companies Act, 2013 and other applicable laws for the period of five years ending on 31st March, 2019 and are not liable to retire by rotation.

Mr. Sanjiivv Jindall was appointed as Managing Director of the Company for the period of three years ending on 31st March, 2017.

During the year under review Mr. Masayuki Kamiya has resigned as a director of your company on 12.08.2014 and Mr. Masami Nishio was appointed as additional director of your company at the meeting of the board of directors held on 12th Aug, 2014 w.e.f. 12th August, 2014; as a result of the casual vacancy created due to resignation of Mr. Masayuki Kamiya and Mr. Masami Nishio is seeking regular appointment in this Annual General Meeting.

Mrs. Anupam Gupta was appointed as women director on the Board of the Company by the Board of Directors in their meeting held on 9th Feb, 2015. Mrs. Anupam Gupta is seeking regular appointment in this Annual General Meeting.

Your Company has adopted a Board Diversification policy for ensuring that the board has the personnel from various field having required experience and knowledge as required for efficiently working of your company. The policy has also been put up on the website of the company on www.machino.com

KEY MANAGERIAL PERSONNEL

The board of directors of your company has designated the following personnels as Key Managerial Personnel during the year under review:

- Mr. Sanjiivv Jindall- Managing Director

- Mr. Aditya Jindal - Chief Financial Officer

- Mr. Surya Kant Agrawal - Company Secretary

COMPOSITION OF AUDIT COMMITTEE

The composition of Audit Committee is as under:

Director Executive/Non-executive/ Position Remarks

Independent

Mr. R L Gaggar Independent Chairman/Member -- Mr. M D Jindal Promoter Member -- Mr. R Krishnan Independent Chairman/Member -- Mr. G C Dwivedi Independent Member -- Mr. S. Balasubramanian Independent Member --

FAMILIRISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR:

Your company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of Listing Agreement.

The details of such familiarization programme is also uploaded on the website of the company at www.machino. com

LISTING:

The Equity Shares of the company are listed at Bombay Stock Exchange. The company has paid listing fees to the stock exchange for the year 2015-16.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and Management Analysis & Discussion Report have been included in this annual report as a separate section (forming part of Directors'' Report) along with the Auditors'' Certificate.

DEPOSITS

Your company has not accepted any deposits under section 73 of the Companies Act, 2013 & rules made there under.

DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

None of the company has become or ceased to become the subsidiary, joint venture or associate of your company during the financial year 2014-15

PARTICULARS OF EMPLOYEES

Details of employee of the company as specified under section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-VII and form part of the report.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The company has also achieved ISO18001-OHSAS certification for occupational health and safety.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the valuable co-operation and assistance extended by Maruti Suzuki India Ltd., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company''s bankers for their continued support and guidance. Your directors also wish to place on record their sincere appreciation of the dedication and efforts shown by all employees of the company and are thankful to the shareholders for their continued patronage, trust and confidence in the company.

For and on behalf of the Board Machino Plastics Limited

Sd/-

Place : Gurgaon Murli Dhar Jindal Date : 30th May, 2015 Chairman


Mar 31, 2014

The Members,

The directors have pleasure in presenting the 29th Annual Report of the company together with audited statement of accounts for the financial year ended 31st March, 2014.

FINANCIAL REVIEW:

Financial Performance (Rs. In Lacs) (Rs. In Lacs) 2012-13 2013-14

Turnover 19,651.74 19,282.78

Less Excise Duty 2,691.25 2,644.13

Net Turnover 16,960.49 16,638.65

Other Income/Prior Period Items 76.17 43.31

Profit/(Loss) before Depreciation, Tax 1,219.72 921.13

Less Depreciation 1,311.06 1,318.66

Profit/(Loss) before Taxation (91.34) (397.53)

Provision for Taxation(-)/ Deferred Tax (41.40) 156.16

Profit after Taxation/ Net Profit/(Loss) (132.74) (241.37)

OPERATIONS:

During the year, your Company achieved a turnover of Rs 16,638.65 lacs as compared to Rs. 16,960.49 lacs in 2012-13 reflecting a fall of 1.9%.

Your company has acquired Land in Pithampur (Indore) and has started construction of the building to manufacture plastic moulding components. The Company is likely to commence its business from July, 2014.

DIVIDEND:

For reason of abundant prudence and development and investment in Pithampur where your company is expanding; the board of directors of your Company has decided not to recommend any dividend.

FOREIGN EXCHANGE:

Company has total foreign exchange earnings of Rs. 123.94 lacs during the relevant financial year which is primarily the payment received for mould from Volvo Truck Corporation for the parts to be made for them.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the directors of your company subject to notes appended to accounts and auditors'' report, confirm:

- That in preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there are no material departures.

- That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

- That proper and sufficient care has been taken 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.

- That the annual accounts have been prepared on a going concern basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. A. K. Tomer, Mr. Masayuki Kamiya and Mr. M D Jindal retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Mr. R L Gaggar, Mr. G C Dwivedi, Mr. R Krishnan and Mr. S Balasubramanian, Independent Directors are seeking reappointment at the ensuing Annual General Meeting of the Company under section 149 of the Companies Act 2013 & other applicable laws, for a period of five years without being liable to retire by rotation.

LISTING:

The Equity Shares of the company are listed at Bombay Stock Exchange. The company has paid listing fees to the stock exchange for the year 2014-15.

STATUTORY AUDITORS:

M/s Goel Garg & Company, Chartered Accountants, the statutory auditors of the company retire at the ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment. The Company has received their certificate under section 141 of the Companies Act 2013.

AUDITORS'' REPORT:

Member''s attention is drawn to the various observations made by the Statutory Auditors in their CARO Report. With regard to auditors observation under para (xvii) regarding the temporary use of funds raised on short- term basis, for long-term investment in fixed assets and loans and advances, it is informed that the company has incurred the losses and despite of this fact has met its repayment commitments of term borrowings in time without default, added fixed assets and hence the mismatch in term borrowings and fixed assets. The company shall strive to correct the anomaly in future.

SECRETARIAL AUDIT REPORT:

There are no such observations in the Secretarial Audit Report which needs to be explained by your company. COST AUDITORS:

H. Tara & Co. has been appointed as Cost Auditors of the company for the Year 2013-14.The due date for

filing cost audit report for the year 2013-14 is 180 days from the end of financial year 2013-14.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and Management Analysis & Discussion Report have been included in this annual report as separate Annexure to the Directors'' Report along with the Corporate Governance Compliance Certificate.

DEPOSITS

Your company has not accepted any deposits u/s 58A of the Companies Act, 1956 & rules made there under.

PARTICULARS OF EMPLOYEES

Details of employee of the company as specified by section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2002 are annexed hereto as Annexure-II and form part of the report.

ADDITIONAL INFORMATION

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

A. CONSERVATION OF ENERGY

Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy. New investments have been made to monitor consumption of energy at various levels.

Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points.

Data regarding energy consumed is given hereunder:

B. TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure I and forms part of the Report.

ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The company has also achieved ISO18001- OHSAS certification for occupational health and safety.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Ltd., Suzuki Motors Corporation, Japan, Government of India, State Government of Haryana and the Company''s bankers for their continued support and guidance. Your directors also wish to place on record their sincere appreciation of the dedication and efforts shown by all employees of the company and are thankful to the shareholders for their continued patronage, trust and confidence in the company.

For and on behalf of the Board Machino Plastics Limited

Sd/- Place : Gurgaon M.D. Jindal Date : 26th May, 2014 (Chairman)


Mar 31, 2013

The Members,

The directors have pleasure in presenting the 28th Annual Report together with audited statement of accounts for the fnancial year ended 31st March, 2013.

OPERATION REVIEW:

India''s largest car maker Maruti Suzuki India Ltd believes growth in the domestic passenger vehicle industry may languish in the single digits for the next three years, painting a grim picture for a market that was once among the brightest spots in the global auto business.

Not only has the frm cut its forecast for the passenger car market to four million units by 2015-16, from its earlier projection of fve million, but it has also said it is aiming at maintaining its current market share of 40%, and not chasing the 50% it once targeted.

The automobile market remained stagnant during the year and there has been marginal increase in sales of our main customer Maruti Suzuki India Limited. Maruti Suzuki India Ltd sold in domestic market a total of 1,051,046 vehicles in 2012-13. The total sales numbers in 2012-13 has increased by 4.4% over preceding fnancial year. Maruti Suzuki''s domestic sale in 2011-12 was 1,006,316 vehicles.

Your company has acquired Land in Pithampur (Indore), Madhya Pradesh and has started construction of the building to manufacture plastic moulding components. The Company is likely to commence its business from April, 2014.

FINANCIAL REVIEW:

Financial Performance

(Rs. In Lacs) (Rs. In Lacs) 2012-13 2011-12

Income from operation (net of excise) 16,960.49 15,235.05

Other Income 76.17 220.48

Proft (before fnancial charges, depreciation and tax) 1,685.03 1,612.51

Financial charges 465.31 480.02

Depreciation 1,311.06 1,179.51

Proft before tax (91.34) (47.02)

Provision for tax (after adjustment of deferred tax) 41.40 53.10

Proft after tax (132.74) (100.12)

The turnover of the company has increased by 11.33% approx. i.e. from Rs. 15,235.05 Lacs in 2011-12 to Rs.16,960.49 Lacs in current year. Company has incurred a pretax loss of Rs. 91.34 lacs as compared to loss of Rs. 47.02 lacs of last year.

DIVIDEND:

The company is expanding and setting up a new plant at Pithampur (Indore), Madhya Pradesh. Company needs to preserve resources, therefore for abundant prudence, the board of your Company has decided not to recommend any dividend.

FOREIGN EXCHANGE:

Company has total foreign exchange earnings of Rs.294.65 lacs during the relevant fnancial year which is primarily the payment received for moulds from Volvo Truck Corporation for the parts to be made for them.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the directors of your company subject to notes appended to accounts and auditors'' report, confrm:

- That in preparation of annual accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed and that there are no material departures.

- That such accounting policies have been selected and applied consistently and such judgements and estimates made are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the fnancial year as at 31st March, 2013 and of the proft of the Company for the year ended 31st March, 2013.

- That proper and suffcient care has been taken 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.

- That the annual accounts have been prepared on a going concern basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. G C Dwivedi, Mr. S. Balasubramanian and Mr. M.D Jindal retire by rotation and being eligible offer themselves for reappointment.

LISTING:

The Equity Shares of the company are listed at Bombay Stock Exchange. The company has paid listing fees to the stock exchange for the year 2013-14.

AUDITORS:

M/s Goel Garg & Company, Chartered Accountants, the statutory auditors of the company retire at the conclusion of ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment.

AUDITORS'' REPORT:

The observation of the auditors is self explanatory and / or is suitably explained in the notes to the accounts. The auditors have made following qualifcation/ observation which is suitably replied:

Qualifcation

- Managerial remuneration paid during the year ended 31st March, 2013 to the Managing Director & Whole Time Director exceeds the limit prescribed by the section 198 and 309 of companies Act, 1956 by an amount of Rs. 18,00,000. The Company is in the process of fling an application with the central government seeking approval for the excess remuneration paid as above. Pending approval of central government, we are unable to comment on the impact of this excess payment on the Loss for the year ended 31st March, 2013 & corresponding impact on reserve & surplus as at 31st March, 2013.

Emphasis of Matter

- We draw users'' attention to note no. 30 to fnancial statement, where in the Hon''ble High Court of Punjab and Haryana has awarded enhanced compensation to land looser in respect of land acquired by HSIIDC, a Government Agency, from whom the company has purchased on 16th March, 2005, four acres of land for its factory at Manesar In turn HSIIDC has demanded a sum of Rs. 42,320,250 in respect of land allotted to the company. IMT Manesar Association has fled petition in the Hon''ble High Court of Punjab and Haryana challenging the demand on behalf of industries of Manesar. The Hon''ble High Court has directed allotees, in the hearing dated 30th April, 2013 to deposit 40% of demanded amount, pending fnal judgement. The Company has not yet paid any amount. However in case, the said enhancement is paid the same will form of cost of free hold land at Manesar .Our opinion is not

qualifed in respect of this matter.

Management Reply

- Company will make application to the Central Government for approval of remuneration of Mr Sanjiivv Jindall, Managing Director of the Company after obtaining consent of the shareholders in ensuing Annual General Meeting.

- Payment of enhanced compensation plus interest to be made to HSIIDC authorities shall be adjusted from the land revaluation reserve/cost of land.

COST AUDITORS:

The H. Tara & Co. has been appointed as cost auditor of the company for the Year 2012-13.The due date for fling cost audit report is 180 days from the end of fnancial year 2012-13.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and Management Analysis & Discussion Report have been included in this annual report as a separate section (forming part of Directors'' Report) along with the Auditors'' Certifcate.

DEPOSITS

Your company has not accepted any deposits u/s 58A of the Companies Act, 1956 & rules made there under.

PARTICULARS OF EMPLOYEES

Details of employee of the company as specifed by section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2002 are annexed hereto as Annexure-II and form part of the report.

ADDITIONAL INFORMATION

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

A. CONSERVATION OF ENERGY

Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy. New investments have been made to monitor consumption of energy at various levels.

Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points.

B. TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure I and forms part of the Report.

C. FOREIGN EXCHANGE EARNING & OUTGO

Rs. In Lacs

Total foreign exchange earning 294.65

(Primarily payment for mould received from Volvo Truck Corporation)

Total foreign exchange outgo 1093.34

D. ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effuents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certifed holder. The company has also achieved ISO18001-OHSAS certifcation for occupational health and safety.

ACKNOWLEDGEMENT

Your Directors take this opportunity to gratefully acknowledge the valuable co-operation and assistance extended by Maruti Suzuki India Ltd., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company''s bankers for their continued support and guidance. Your directors also wish to place on record their sincere appreciation of the dedication and efforts shown by all employees of the company and are thankful to the shareholders for their continued patronage, trust and confdence in the company.

For and on behalf of the Board

Machino Plastics Limited

Sd/-

Place : Gurgaon M.D. Jindal

Date : 3rd June, 2013 (Chairman)


Mar 31, 2012

The directors have pleasure in presenting the 27th Annual Report together with audited statement of accounts for the financial year ended 31st March, 2012.

OPERATION REVIEW:

The automobile market remained stagnant during the year and sales of our main customer Maruti Suzuki India Limited is went down. Maruti Suzuki India Ltd sold in domestic market a total of 10,06,316 vehicles in 2011-12. The total sales numbers in 2011-12 was lower by 11.20% over preceding financial year. Maruti Suzuki's domestic sale in 2010-11 was 11,32,739 vehicles.

During the year, your company has installed 7 new injection Moulding machines for manufacturing of automotive components at Manesar plant.

During the year the Manesar Plant of the company has met with an accident causing two causalities. Company has paid a compensation of Rs.5 lacs each to the families of the deceased. Company has all industrial risk policy in force for the period of accident. Company has lodged a claim with the insurance company.

During the year your company forayed into the business of Volvo.

FINANCIAL REVIEW:

Financial Performance (Rs. In Lacs) (Rs. In Lacs) 2011-12 2010-11

Income from operation (net of excise) 15235.05 15905.71

Other Income 220.48 1069.17

Profit (before financial charges, depreciation and tax) 1612.51 2853.45

Financial charges 480.02 470.74

Depreciation 1179.51 1153.50

Profit before tax (47.02) 1229.21

Provision for tax (after adjustment of deferred tax) 53.10 405.41

Profit after tax (100.12) 823.80

The turnover of the company has decreased by 4.22% approx. i.e. from Rs. 15905.71 Lacs in 2010-11 to Rs. 15235.05 Lacs in current year. Company has incurred a pretax loss of Rs.47.02 lacs as compared to profit of Rs.1,229.21 lacs of last year.

DIVIDEND:

The company is expanding and needs to preserve resources therefore for abundant prudence, the board of your Company has decided not to recommend any dividend.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with Section 217 (2AA) of the Companies Act, 1956 as amended by the Companies Amendment Act, 2000, the directors of your company subject to notes appended to accounts and auditors' report, confirm:

- That in preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and that there are no material departures.

- That such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give & fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

- That proper and sufficient care has been taken 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.

- That the annual accounts have been prepared on a going concern basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. R.L. Gaggar and Mr. Masayuki Kamiya and Mr. R. Krishnan retire by rotation and being eligible offer themselves for reappointment.

LISTING:

The Equity Shares of the company are listed at Bombay Stock Exchange. The company has paid listing fees to the stock exchange for the year 2011-12.

AUDITORS

M/s Goel Garg & Company, Chartered Accountants, the statutory auditors of the company retire at the conclusion of ensuing Annual General Meeting of the company and being eligible, offer themselves for reappointment.

AUDITORS' REPORT:

The observation of the auditors is self explanatory and / or is suitably explained in the notes to the accounts.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Corporate Governance and ManagementAnalysis & Discussion Report have been included in this annual report as a separate section (forming part of Directors' Report) along with the Auditors' Certificate.

DEPOSITS

Your company has not accepted any deposit u/s 58A of the Companies Act, 1956 & rules made thereunder.

PARTICULARS OF EMPLOYEES

Details of employee of the company as specified by section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 as amended by Companies (Particulars of Employees) Rules, 2002 are annexed hereto as Annexure-II and form part of the report.

ADDITIONAL INFORMATION

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 is furnished hereunder:

A. CONSERVATION OF ENERGY

Continuous overhauling of equipments and awareness amongst employees has helped to avoid wastage of energy. New investments have been made to monitor consumption of energy at various levels.

Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points.

Data regarding energy consumed is given hereunder:

Power & Fuel Consumption 2011-12 2010-11

1. Electricity

(a) Purchase units 96,28,794 1,04,96,647

Total Cost (Rs. In lacs) 837.34 806.39

Rate per units 8.70 7.68

(b) Own Generation-D.G. Set

Units generated 14,15,182 10, 64,666

Fuel Cost (Rs. In Lacs) 171.43 130.38

Fuel cost per unit 12.11 12.25

2. Coal NIL NIL

3. Furnace Oil NIL NIL

4. Other / Internal generation NIL NIL

B. TECHNOLOGY ABSORPTION

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure I and forms part of the Report.

C. FOREIGN EXCHANGE EARNING & OUTGO Rs. In Lacs

Total foreign exchange earning 100.50

Total foreign exchange outgo 1583.81

D. ENVIRONMENT

The Company is not involved in any type of activity hazardous to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your company has implemented GSCM (Green Supply Chain Management) standards and is IS014001 certified holder. The company has also achieved ISO18001-OHSAS certification for occupational health and safety.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to gratefully acknowledge the valuable co-operation and assistance extended by Maruti Suzuki India Ltd., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company's bankers for their continued support and guidance. Your directors also wish to place on record their sincere appreciation of the dedication and efforts shown by all employees of the company and are thankful to the shareholders for their continued patronage, trust and confidence in the company.

For and on behalf of the Board of Directors

Place : Gurgaon Sd/-

Date : 11.06.2012 Executive Chairman

 
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