Directors Report of Plastiblends India Ltd.
Mar 31, 2018
The Directors have pleasure in presenting the TWENTY SEVENTH ANNUAL REPORT and the Audited Financial Statements for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
|
PARTICULARS |
Year ended |
Year ended |
|
31s1 March 18 |
31st March 17 |
|
|
Revenue from Operations (Net of GST) |
57,993.23 |
59,270.68 |
|
Less : Excise Duty |
1,211.21 |
4,744.02 |
|
Revenue from Operation (Net of Tax) |
56,782.02 |
54,526.66 |
|
Other Income |
238.77 |
128.83 |
|
Total Revenue |
57,020.79 |
54,655.49 |
|
Other Expenditure |
51,294.59 |
48,139.07 |
|
Gross Profit before Interest and Depreciation |
5,726.28 |
6,516.42 |
|
Less : Interest |
761.43 |
798.36 |
|
Depreciation |
1,165.15 |
1,071.86 |
|
Profit Before Tax (PBT) |
3,799.70 |
4,646.19 |
|
Less : Provision for Taxation |
||
|
Current Tax |
965.62 |
1,285.00 |
|
Deferred Tax |
107.22 |
133.71 |
|
(Excess)/short provision for earlier years |
(4.67) |
(43.11) |
|
Profit After Tax (PAT) |
2,731.52 |
3,270.59 |
|
Other Comprehensive Income |
100.57 |
260.77 |
|
Total Comprehensive Income for the year |
2,832.09 |
3,531.36 |
1. FIRST YEAR OF IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS
This is the first year of implementation of the Indian Accounting Standards. The financial statements for the year ended on March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended on March 31, 2017 have been restated in accordance with Ind AS for comparative information.
2. OPERATIONS
During the year under review your company has achieved several milestones in terms of revenue, sales volume and production. Company has achieved highest ever revenue (net of tax) in its history, which grew by Rs.2,255 Lacs from Rs.54,527 lacs in the previous year to Rs.56,782 lacs in the current year.
GST was implemented w.e.f. 1st July, 2017. There was cautionary buying approach for last 15 days of June 17 and first 15 days of July 17 due to GST. Unorganised segment resorted to disruptive practices post GST in absence of e-way bill.
During the year under review there was sharp rise in the prices of major raw materials. Company in initial phase decided to partially absorb price increase and then gradually passed it on to the customers.
Export market continues to face severe headwinds as well rupee appreciation in FY 2017-18 has impacted export revenue. Exports during the year 2017-18 were Rs.14,930 lacs as against Rs.14,551 lacs previous year.
Inspite of aforesaid challenges, Company strategically changed its product mix to move to more value added products with better margins, which has started yielding results.
During F.Y. 2017-18 Company showcased its products in various domestic and international trade fairs. Company has received overwhelming response from the customers in Plastindia, 2018, the India''s largest exhibition held in Gandhinagar, Gujarat.
3. IMPACT OF PLASTIC BAN
Plastics is wonderful miraculous material which can be used multiple time and recycled. Due to multiple usage of plastics, there is no need to exploit the other resources which are already depleting, thus plastic is solution for environment problem as well. Unfortunately human beings are becoming irresponsible and Indisciplined littering habits of the general public and lack of proper collection system of household plastic waste has resulted into certain environmental concerns. As a result many State Governments ( latest being Maharashtra) have imposed ban on plastic carry bags, thin shopping bags and other single-use items like cups, plates, glasses, bottled, refills etc. This has led Government and Municipal Authorities to act on improving the waste-collection systems and educating the general public for disciplined littering habits. This has definitely affected the plastic units exclusively involved in manufacturing of aforesaid products. Impact of this ban on the plastic industry as a whole is not going to be significant, since this sector of plastics industry constitutes less than 6 to 7 % of the total industry. The affected units will all be able to divert their capacity for alternative products.
Your Company is very well diversified into various segments of masterbatches by which it serves to various industries namely Flexible Packaging (FMCG, consumer durable and pharmaceuticals), Agriculture, Irrigation, Piping, Infrastructure etc. Thus your Company is not impacted by plastic ban as it is well insulated.
4. ISSUE OF BONUS SHARES
As per recommendation of the Board of Directors and approval of the shareholders through postal ballot and e-voting on 23rd June, 2017, the Company has issued and allotted 129,94,600 bonus equity shares of face value of Rs. 5/- each in ratio of 1:1 (i.e. one equity share for every one equity share already held) to the Members on July 4, 2017.
Consequently the issued, subscribed and paid-up share capital has increased from Rs.649.73 lacs comprising of 1,29,94,600 equity shares of Rs.5/- each to Rs.1299.46 lacs comprising of 2,59,89,200 equity shares of face value of Rs.5/- each.
5. DIVIDEND
Your directors have recommended dividend on enhanced equity capital post issue of Bonus shares in the ratio of 1:1 as mentioned above.
The dividend has been recommend @ 50 % i.e. Rs.2.50 per share for the year ended 31st March, 2018. The total outflow inclusive of Dividend Distribution Tax (DDT) amount to Rs.783.28 Lacs (Previous year the Company has paid dividend of @ 50 % i.e. Rs.2.50 per share and the total outflow inclusive of DDT was Rs.391.00 Lacs.)
6. TRANSFER OF EQUITY SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF) RELATING TO SEVEN YEARS UNPAID DIVIDEND
In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2009-10 has been transferred to the Investor Education and Protection Fund and unclaimed / un-encashed dividend for the FY 2010-11 is due for transfer to IEPF on October 2018. The Ministry of Corporate Affairs (MCA) had vide its Notification dated 5th September 2016 notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules). In terms of the Rules, the Equity Shares in respect of which the Dividend has not been claimed for seven consecutive years or more, are also required to be transferred to the IEPF in the prescribed manner. The said Rules were amended from time to time. As per the latest Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017, notified by MCA vide its Notification dated 13th October 2017, the due date for transfer of Equity Shares in respect of Dividend pertaining to the Financial Year 2009-10 was 31st October 2017. The Company had intimated individually to concerned shareholders and published necessary notice in the newspapers intimating the shareholders about the impending transfer and the modus operandi for the same. In compliance with the Amended Rules, the Company has transferred requisite applicable Equity shares to the designated demat account opened by IEPF Authority.
The Company has also uploaded the details of the shareholders whose shares were liable to be transferred to IEPF on its website viz., www.plastiblends.com.
7. TRANSFER TO RESERVES
Your Directors propose to transfer '' 250 Lacs to General Reserve.
8. RESEARCH & DEVELOPMENT FACILITY
Research & Development facility of Company is recognized by Department of Scientific & Industrial Research (DSIR) as âIn-house R & D Unitâ. Company has Robust R & D which facilitates development of value added products as per demand in various segments with Constant Innovation. Due to R&D facility, we are consistently able to produce superior quality products at competitive price.
9. CREDIT RATINGS
During the year, credit rating agency CRISIL has reaffirmed CRISIL A / Stable (Long Term Rating ) and CRISIL A1 (Short Term Rating) ratings to the Bank loan facilities availed by the Company.
10. DIRECTORS
Shri Shreevallabh G. Kabra was holding the position of Chairman and Managing Director. He had requested the Board to relieve him from the responsibility of Managing Director of the Company w.e.f. 1st July, 2018. The Board has accepted his request. He will continue to hold the position of Chairman of the Company thereafter.
Shri Shreevallabh G. Kabra, Chairman and Managing Director and Shri Satyanarayan G. Kabra, Vice-Chairman and Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
The present terms of appointment of Shri Satyanarayan G. Kabra as Vice-Chairman and Managing Director are valid till 30th June, 2018 and a resolution for his appointment for a further period of 5 years w.e.f. 1st July, 2018 till 30th June, 2023 is included in the notice of ensuing Annual General Meeting for approval of members.
Shri Varun S. Kabra has been elevated to the position of Managing Director and a resolution to this effect for variation in his terms of appointment for remaining tenure is included in the notice of ensuing Annual General Meeting for approval of members.
In the Board meeting held on 30th Jan, 2018 Shri Rahul R. Rathi, have been appointed as Additional Directors and hold office upto the conclusion of this Annual General Meeting. The Company has received in writing from a member along with deposit of the requisite amount under section 160 of the Companies Act proposing his candidature for the office of the Directors of the Company.
Shri Yatish B. Vasudeo, resigned as a Director w.e.f. 5th December, 2017. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director on the Board.
Shri Anand S. Kabra, has resigned as a Director and Managing Director of the Company w.e.f. 7th September, 2017. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a Director on the Board.
In view of SEBI Notification dated 09th May, 2018 amending SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & introducing new Sub Regulation 17(A) to be effective from 01st April, 2019, which provides that a listed entity shall not appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of 75 years unless a special resolution is passed to that effect. Hence a resolution to this effect has been included in the notice of AGM in respect of Shri Shreevallabh G. Kabra and Shri Pushp Raj Singhvi, who have exceeded or will be attaining age of 75 years before coming into effect of said notification.
A separate meeting of Independent Directors was held for the purpose of evaluation of performance of non-independent Directors, performance of board as a whole and of the Chairman, taking into account the views of the Executive Directors and Non-Executive Directors.
The Company has received a declaration subject to section 149(7) of the Act from all the Independent Directors confirming that they meet the criteria of Independence as provided in section 149(6) of the Act and Regulation 16(b) of the Listing Regulations.
11. NUMBER OF BOARD MEETINGS
During the year, 4 (four) meetings of the Board of Directors were held. The details of the Meetings are furnished in the Corporate Governance Report which forms part of this Annual Report.
12. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors hereby confirm that
(i) in the preparation of annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 the true and fair view of the state of affairs of the Company as at end of the financial year ended on 31st March, 2018 and of the profit and loss of the Company for the said financial year;
(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, 2013, 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 âgoing concern basisâ;
(v) 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;
(vi) 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.
13. AUDIT COMMITTEE
The details pertaining to composition of audit Committee are included in the Corporate Governance Report which forms part of this report.
14. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.
15. CORPORATE GOVERNANCE
As required by Regulation 27 of the Listing Regulation, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors, forming part of this report. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Company''s website. The Directors and Senior Management personnel have affirmed their compliance with the said code.
16. AUDITORS
M/s. A. G. Ogale & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company in the 23rd Annual General Meeting (AGM) of the members held on 9th September, 2014 to hold office for 5 years.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualifications, reservation or adverse remark.
17. COST AUDITOR
In terms of section 148 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Urvashi Kamal Mehta & Co, Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2018-19 on the recommendation made by the Audit Committee.
The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting would be Rs. 1,20,000/- (Rupees One Lacs Twenty Thousand Only) excluding applicable statutory taxes, conveyance and out of pocket expenses, if any.
18. SECRETARIAL AUDIT
As required under provisions of section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY 2017-18 form part of this report.
There is no qualification and adverse remarks except regarding delayed transfer of shares to Investor Education and Protection Fund (IEPF) after stipulated time period. After following the procedure as prescribed in relevant rules the shares has been transferred to the account of IEPF Authority, which has been acknowledged in said secretarial audit report.
19. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link : http://www.plastiblends.com/Upload/CorporateGovernance/PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
Your Directors draw attention of the members to Notes on financial statement which sets out related party disclosures.
20. RISK MANAGEMENT
The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the âWhistle Blower Policyâ as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at http://www.plastiblends.com/Upload/CorporateGovernance/PBI-VIGIL-MECHANISM.pdf
22. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of section 92(3) of the said Act forms part of this report.
23. MATERIAL CHANGES
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate & the date of the report.
24. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount, is set out at CSR statement forming part of this Report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, forms part of this report.
27. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
28. SIGNIFICANT & MATERIAL COURT ORDERS
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact of the going concern status and the Company''s operations in future.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.
30. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employee as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and account are being sent to the members excluding aforementioned annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
31. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Export Promotion Council, Other Semi Government Authorities, Stock Exchanges, Customers, Dealers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place : Mumbai S. V. Kabra
Date : May 24, 2018 Chairman & Managing Director
Mar 31, 2017
To
The Members of Plastiblends India Limited
The Directors have pleasure in presenting the TWENTY SIXTH ANNUAL REPORT and the Audited Financial Statements for the financial year ended 31st March, 2017.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
|
PARTICULARS |
Year ended 31st March 17 |
Year ended 31st March 16 |
|
Sales and Other Income |
57,381.81 |
52,225.79 |
|
Gross Profit before Interest and Depreciation |
6,540.80 |
6,165.12 |
|
Less : Interest |
798.37 |
354.88 |
|
Depreciation |
1,035.04 |
623.50 |
|
Profit Before Tax (PBT) |
4,707.39 |
5,186.74 |
|
Less : Provision for Taxation |
||
|
Current Tax |
1,285.00 |
1,100.00 |
|
Deferred Tax |
162.88 |
319.74 |
|
(Excess)/short provision for earlier years |
(43.11) |
(0.08) |
|
Profit After Tax (PAT) |
3,302.62 |
3,767.08 |
|
Add : Balance b/f from previous year |
14,290.27 |
12,023.15 |
|
Profit available for appropriation |
17,592.89 |
15,790.23 |
|
APPROPRIATIONS : |
||
|
Transferred to General Reserves |
350.00 |
400.00 |
|
Interim and Special Dividend paid |
- |
909.62 |
|
Provision for Proposed Dividend |
- |
- |
|
Provision for Tax on Proposed Dividend |
- |
190.34 |
|
Surplus balance carried to Balance Sheet |
17,242.89 |
14,290.26 |
1. REVIEW OF OPERATIONS AND STATE OF COMPANYâS AFFAIRS :
The highlights of the Companyâs performance for the year ended 31st March, 2017 during which several proactive measures were undertaken are :
- Total Revenue of Rs. 57,382 Lacs as against Rs. 52,226 Lacs, an increase of Rs. 5,156 Lacs, growth of approx 10 %.
- During the year, Company achieved several milestones by clocking highest ever Revenue, Sales volume, Production etc. in history of the Company.
- We are pleased to inform you that since our inception, we are holding the leadership position as No. 1 in Masterbatch segment in organized market in India.
- EBDITA (Earning Before Depreciation, Interest Tax, Amortization) increased by Rs. 376 Lacs to Rs. 6,541 Lacs from Rs. 6,165 Lacs, an increase of 6.10%.
- We have successfully completed the first year of new manufacturing unit at Palsana, Surat which commenced the commercial production on 25th March, 2016. In addition further CAPEX was done during FY 16-17. Since last 2 years Company has done CAPEX of more than Rs. 100 Crores, which was funded mainly through internal accrual.
- As compared with previous year the Interest and Depreciation cumulatively increased by Rs. 855 Lacs, resulting into lower Profit before Tax (PBT) of Rs. 479 Lacs and lower Profit after Tax (PAT) of Rs. 464 Lacs as compared with previous year.
- Cash Profit is maintained at similar levels of Rs 5,742 lacs as against Rs 5,810 Lacs in previous year.
We are delighted to share with you that post demonetisation, Company exhibited resilience by achieving the highest ever domestic monthly sales, surpassing the previous months sales, in 3 months out of 4 month between Dec 2016 to Mar 2017.
We believe, like post demonetization, we may be again benefited, Post GST, due to our leadership in organised segment and our agility to adapt to situation.
We are penetrating into newer geographies / new customers and always looking at new segments. âProximity to Customersâ is a paramount factor in Masterbatch Industry and we are taking several steps in this direction by increasing the number of sales locations.
During the year prudent fiscal management policy was adopted resulting into borrowing portfolio suitably modified. Further various commercial terms with Banks and others were further negotiated downwards which resulted into benefit to Company.
During the year we participated in several exhibitions. Notably among them was âK Showâ at Germany and Plastivision at Mumbai in which we received an overwhelming response.
Indiaâs per capita polymer consumption is lower at 12 Kgs against global average of 27 Kgs. Overall per capita consumption of developed countries is in excess of 80 Kgs while in developing countries it is between 30 - 50 Kgs. The increasing substitution of glass and metal by plastics in packaging, agriculture, telecom, infrastructure, construction industries will also aid in growth. Thus there is a huge potential for growth in India.
We are making large strides towards unlocking the immense untapped potential that we have by harnessing the brand name which we enjoy.
2. ISSUE OF BONUS SHARES
Your Directors have recommended an issue of bonus shares, subject to the approval of the members through Postal Ballot, in the proportion of 1(One) Equity Share for every 1 (One) Equity Share held by the members on record date to be fixed by the Board, by capitalizing a part of the reserves.
In view of the same, to facilitate issue of Bonus shares the Board of Directors have also proposed to increase the Authorised Share Capital of the Company from present Rs. 10 Cr to Rs. 25 Cr, subject to approval of members through Postal Ballot.
3. DIVIDEND
Company is committed to create long term value for its Stakeholder in sustainable manner. Since last 2 years we have done CAPEX of more than Rs. 100 Crores, which was funded mainly thru internal accrual. We have increased our capacity multi fold. We are poised for bigger growth as the industry to which we serve namely Packaging, Agriculture, Telecom, Infrastructure which they themselves are eyeing substantial growth.
Your Directors have recommend a dividend of Rs. 2.50 (i.e. 50%) per share of the face value of Rs. 5/- each for the year ended 31st March, 2017 [Previous year the Company has paid Interim/Final dividend of Rs. 5.75 per share (@115%) and onetime Special Silver Jubilee Dividend of Rs. 1.25 per share (@25%) to commemorate on the occasion of 25th year of the Company] subject to the Membersâ approval. The proposed dividend payment amounts to Rs. 390.99 lacs including tax on dividend.
As per revised Accounting Standard 4 the final dividend would be recorded as liability on the date of approval by the shareholders.
4. TRANSFER TO RESERVES
Your Directors propose to transfer Rs. 350 Lacs to General Reserves. An amount of Rs. 17,242.89 lacs is proposed to be retained in the Statement of Profit and Loss for the financial year 2016-17.
5. STATUS OF NEW MANUFACTURING PROJECTS
A) Palsana, Surat
The capacity of 80,000 MT p.a. from existing plant (Daman and Roorkee) was fully operational and thus new unit at Palsana was set-up.
Considering the future market demand and growth potential it was decided to set-up Palsana plant with capacity of 1,20,000 MT, taking the total capacity of Company to 2,00,000 MT increasing it manifold.
Most of the infrastructure in terms of the land and building for the 1,20,000 MT is in place at Palsana, which has been capitalised. There is scope for doing expansion on multiple occasions at Palsana, hence as and when needed we will do horizontal expansion in terms of Plant and Machinery.
In March, 2016 Palsana plant commenced with capacity of 36,000 MT and by expansion Company enhanced its capacity to 45,000 MT.
Palsana unit can contribute to significant cost reduction being a state of the Art new advance technology driven continuous process plant.
Gujarat Government accorded Special status to Plastic Sector by announcing Scheme for Assistance to newly set-up Plastic Industry in Gujarat in terms of Interest Subsidy and VAT related incentive .We are eligible for said incentives .
B) Kolkatta Project
As soon as positives vibes for sustained improvement in economic conditions are visible, we will commence the manufacturing project at Kolkatta, which will be funded thru Internal Accural.
6. RESEARCH & DEVELOPMENT FACILITY
Research & Development facility of Company is recognized by Department of Scientific & Industrial Research (DSIR) as âIn-house R & D Unitâ. It has robust R & D which facilitates development of value added products as per demand in various segments with constant Innovation. Due to R&D facility, we are consistently able to produce superior quality products at competitive price.
7. CREDIT RATINGS
During the year, credit rating agency CRISIL has reaffirmed CRISIL A / Stable (Long Term Rating ) and CRISIL A1 (Short Term Rating) ratings to the Bank loan facilities availed by the Company.
8. DIRECTORS
In the Board meeting held on 11th May, 2017 Smt Jyoti V. Kabra, have been appointed as Additional Directors and hold office upto the conclusion of this Annual General Meeting. The Company has received notice in writing from a member along with deposit of the requisite amount under section 160 of the Companies Act proposing her candidature for the office of the Directors of the Company.
Further, in accordance with the Articles of Association of the Company, Smt Ekta A. Kabra, will retire by rotation and has expressed her desire not to seek re-election considering her preoccupation. The vacancy caused by the retirement of Smt Ekta
A. Kabra is not proposed to be filled up at the Annual General Meeting. The Board places on record its appreciation for the valuable services rendered by Smt Ekta A. Kabra during her tenure as a Director on the Board.
Shri Varun S. Kabra, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.
A separate meeting of Independent Directors was held for the purpose of evaluation of performance of non-independent Directors, performance of board as a whole and of the Chairman, taking into account the views of the Executive Directors and Non-Executive Directors.
The Company has received a declaration subject to section 149(7) of the Act from all the Independent Directors confirming that they meet the criteria of Independence as provided in section 149(6) of the Act and Regulation 16(b) of the Listing Regulations.
9. NUMBER OF BOARD MEETINGS
During the year, 4 (four) meetings of the Board of Directors were held. The details of the Meetings are furnished in the corporate governance report which forms part of this Annual Report.
10. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors hereby confirm that
(i) in the preparation of annual accounts for the year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(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 the true and fair view of the state of affairs of the Company as at end of the financial year ended on 31stMarch, 2017 and of the profit and loss of the Company for the said financial year;
(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, 2013, 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 âgoing concern basisâ;
(v) 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;
(vi) 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.
11. AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.
12. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.
13. CORPORATE GOVERNANCE
As required by Regulation 27 of the Listing Regulation, a Report on Corporate Governance is appended along with a Certificate of Compliance from the Auditors, forming part of this report. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Companyâs website. The Directors and Senior Management personnel have affirmed their compliance with the said code.
14. AUDITORS
M/s. A. G. Ogale & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company in the 23rd Annual General Meeting (AGM) of the members held on 9th September, 2014 to hold office for 5 years, subject to ratification of their appointment in every AGM. In terms of the requirement the members are requested to ratify their appointment. The Audit Committee and Board of Directors have recommended ratification of their appointment as Statutory Auditors.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualifications, reservation or adverse remark.
15. COST AUDITOR
In terms of section 148 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Dhara Shah & Associates, Cost Accountants as the Cost Auditor of your Company to conduct audit of Cost Accounting records for financial year 2017-18 on the recommendation made by the Audit Committee.
The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the Members at the ensuing Annual General Meeting would be Rs. 1,20,000/- (Rupees One Lacs Twenty Thousand Only) excluding applicable statutory taxes, conveyance and out of pocket expenses, if any.
16. SECRETARIAL AUDIT
As required under provisions of section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY 2016-17 form part of this report.
In respect of observation of the Secretarial and Statutory auditors regarding Board composition, the Company is in the process of complying with applicable requirements.
17. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link : http://www.plastiblends.com/Upload/CorporateGovernance/PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
Your Directors draw attention of the members to Notes on financial statement which sets out related party disclosures.
18. RISK MANAGEMENT
The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the âWhistle Blower Policyâ as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at http://www.plastiblends.com/Upload/CorporateGovernance/PBI-VIGIL-MECHANISM.pdf
20. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31, 2017 made under the provisions of section 92(3) of the Act forms part of this report.
21. MATERIAL CHANGES
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate & the date of the report.
22. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companyâs CSR Policy, total amount to be spent under CSR for the financial year, amount unspent and the reason for the unspent amount, is set out at CSR statement forming part of this Report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, forms part of this report.
25. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
26. SIGNIFICANT & MATERIAL COURT ORDERS
No significant and material orders have been passed by any Regulator or court or Tribunal which can have an impact of the going concern status and the Companyâs operations in future.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.
28. PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employee as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and account are being sent to the members excluding aforementioned annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
29. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the assistance and co-operation received from the Shareholders, Bankers, Government Authorities, Export Promotion Council, Other Semi Government Authorities, Stock Exchanges, Customers, Dealers, Suppliers and Business Associates at all levels during the year under review. Your Directors also wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place : Mumbai S. V. Kabra
Date : May 11, 2017 Chairman & Managing Director
Mar 31, 2015
Dear Members,
Financial Highlights
Particulars Year ended Year ended
31st March 15 31st March 14
Sales and Other Income 49,621.30 46,929.50
Gross Profit before Interest and
Depreciation 5,265.49 5,068.04
Less : Interest 360.28 578.82
Depreciation 623.88 430.52
Profit Before Tax (PBT) 4,281.33 4,058.70
Less : Provision for Taxation 1,386.25 1,291.79
Provision for Deferred Tax Liability (19.34) 43.06
(Excess)/short provision for earlier years (90.70) -
Profit After Tax (PAT) 3,005.12 2.723.85
Add : Balance b/f from previous year 10,182.28 8,493.58
Profit available for appropriation 13,187.40 11,217.43
APPROPRIATIONS :
Transferred to General Reserves 300.00 275.00
Provision for Proposed Dividend 714.70 649.73
Provision for Tax on Proposed Dividend 149.55 110.42
Surplus balance c/f to Balance Sheet 12,023.15 10,182.28
13,187.40 11.2.17.43
Operations
During the year under review, your Company has achieved Operational and
Other Income of Rs. 49,621.30 lacs as against Rs. 46,929.50 lacs during the
previous year, registering an increase of about 5.73 % over the
previous year.
Profit after providing for taxes is Rs. 3,005.12 lacs as against Rs.
2,723.85 lacs during the previous year, registering an increase of
about 10.33 % over the previous year.
Dividend
Your Directors have recommend a dividend of Rs. 5.5/- (i.e. 110 %) per
share of the face value of Rs. 5/- each for the year ended 31st March,
2015 (Rs. 5/- per share on face value of Rs. 5/- per share for the previous
year) subject to the Members' approval. The dividend payment amounts
to Rs. 714.70 lacs. In addition Rs. 149.55 lacs is payable towards tax on
dividend.
Transfer to Reserve
Your Directors propose to transfer Rs. 300.00 lacs to General Reserve out
of Rs. 13,187.40 lacs i.e. the amount available for appropriations. An
amount of Rs. 12,023.15 lacs is proposed to be retained in the Statement
of Profit and Loss for the financial year 2014-15.
Expansion
In view of market potential and demand, the Company has planned
substantial expansion of capacity and has acquired land near Palsana,
Surat to set up new unit. The new unit is expected to start commercial
operations in phased manner and will be funded through internal
accruals.
Awards
Company has been bestowed with the Plasticon "GOLD TROPHY AWARD" for
"BEST PERFORMING ENTERPRISE", which was presented at the 7th Plasticon
Awards 2015.
Directors
Shri Shreevallabh G. Kabra, Chairman & Managing Director of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible seeks re-appointment.
Shri Bajranglal H. Bagra was appointed by the Board of Directors with
effect from 7th November, 2014 as an additional director and holds
office upto the date of ensuing Annual General Meeting of the Company
in terms of Section 161 of the Companies Act, 2013 and the Company has
received a notice in writing from a Member along with the deposit of
the requisite amount under Section 160 of the said Act, proposing his
candidature for the office of Director of the Company.
He is independent of the management in terms of Section 149 (6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
His appointment as an Independent Director of the Company is proposed
to hold office for a term of 5 (five) years from the date of
forthcoming Annual General Meeting and that he shall not be liable to
retire by rotation.
In the Board meeting held on 13th February, 2015 Shri Varun S. Kabra
and Smt. Ekta A. Kabra, have been appointed as
Additional Directors and hold office upto the conclusion of this Annual
General Meeting. The Company has received a notice in writing from a
Member along with the deposit of the requisite amount under Section 160
of the said Act proposing their candidature for the office of the
Directors of the Company.
Further Smt. Ekta A. Kabra has been appointed in compliance of Section
149 (1) of the said Act and Clause 49 of the Listing Agreement,
providing for appointment of a Woman director on the Board.
Shri H. S. Sanwal, Independent Director of the Company left for
heavenly abode on 15th May, 2015. He was associated with the company
since its inception and management is deeply mourned by his demise. The
Board hereby places on record its sincere thanks and gratitude for the
invaluable contribution made by Late Shri H. S. Sanwal towards the
growth and development of the company during his tenure as a director.
The Company has received a declaration interms of Section 149(7) of the
Act from all the Independent Directors confirming that they meet the
criteria of Independence as provided in Section 149(6) of the Act and
clause 49 of the Listing Agreement.
Number of Board Meetings
During the year, 4(four) meetings of the Board of Directors were held.
The details of the Meetings are furnished in the Corporate Governance
Report which forms part of this Annual Report.
Board Evaluation
The Nomination and Remuneration committee has formulated a performance
evaluation framework , under which the committee has identified the
criteria upon which every director shall be evaluated.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, your Directors
hereby confirm that
i. In the preparation of annual accounts for the year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
ii. t he directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give the true and fair view of the state of
affairs of the Company as at end of the financial year ended on 31st
March, 2015, and of the profit and loss of the Company for the said
financial year;
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, 2013, 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";
v. 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;
vi. 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.
Audit Committee
The details pertaining to composition of audit Committee are included
in the Corporate governance Report which forms part of this report.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observations has been
received from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
Corporate Governance
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report. The Board of Directors
of the Company adopted the Code of Conduct and the same is posted on
the Company's website. The Directors and Senior Management personnel
have affirmed their compliance with the said code.
Management Discussion & Analysis Report
The Management disucussion & analysis report has been seprately
furnished in the Annual Report and forms a part of this Report.
Statutory Auditors
M/s. A. G. Ogale & Co., Chartered Accountants, Pune were appointed as
Statutory Auditors of the Company in the last Annual General Meeting
(AGM) of the members held on 9th September, 2014 to hold office for 5
years till the conclusion of 29th AGM of the Company, subject to
ratification of their appointment in every AGM. In terms of the
requirement the members are requested to ratify their appointment. The
Audit committee and Board of Directors have recommended ratification of
their appointment as Statutory Auditors.
The notes on financial statements referred to in the Auditors Report
are self-explanatory, and do not call for any further comments.
The auditors' report does not contain any qualifications, reservation
or adverse remark.
Cost Auditor
In terms of Section 148 of Companies Act, 2013 read with Companies (
Audit and Auditors) Rules, 2014 and other applicable provisions, if
any, of the Companies Act, 2013, the Board of Directors of your Company
has appointed M/s. Dhara Shah & Associates, Cost Accountants as the
Cost Auditor of your Company to conduct audit of Cost Accounting
records for financial year 2015-16 on the recommendation made by the
Audit Committee.
The remuneration proposed to be paid to the Cost Auditors, subject to
the ratification by the Members at the ensuing Annual General Meeting
would be Rs. 1,20,000/- (Rupees One Lacs twenty thousand Only) excluding
service Tax, conveyance and out of pocket expenses, if any.
Secretarial Audit
As required under provisions of Section 204 of the Companies Act, 2013,
the report in respect of the Secretarial Audit carried out by M/s.
Bhandari & Associates, Company Secretaries, in Form MR-3 for the FY
2014-15 form part of this report.
As regards the observations made in the Secretarial Audit Report
inrespect of appointment of Key Managerial Personnel, the Company is in
the process of filing E-form DIR-12 and MR-1 with Registrar of Company
in terms of provisions of Section 203 of the Companies Act, 2013 and
regarding shortfall in the spend on CSR activities, the explanation is
given in annual Report on Corporate Social Responsibility which forms
part of this Report.
Related Party Transactions
All contracts/arrangements/transactions entered by the company during
the financial year with related parties were in the ordinary course of
business and on an arm's length basis. During the year, the Company
has not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the company's website at the link :
http://www.plastiblends.com/Upload/CorporateGovernance/
PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
Your Directors draw attention of the members to Note 38 to the
financial statement which sets out related party disclosures.
Risk Management
The Company has laid down procedure to inform the Board about risk
assessment & minimization procedure. The risk management
approach is based on a clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and
continuous risk assessment and mitigation measures.
Extract of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, extract of the Annual Return for the financial year ended March
31, 2015 made under the provisions of Section 92(3) of the Act is
provided on page no. 26 of this report.
Material Changes
There have been no material changes and commitments, if any, affecting
the financial position of the company which have occurred between the
end of the financial year of the Company to which the financial
statement relate & the date of the report.
Particulars of Loans, Guarantees, Investments unders Section 186
The particulars of loans, guarantees and investments give/made during
the financial year under review and governed by the provisions of
Section 186 of the Companies Act, 2013 have been disclosed in the
financial statements.
Corporate Social Responsibility
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in page no. 16 of this report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The policy is available on the website of the
Company.
Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Section 177(9) the Board of
Directors of the Company has framed the "Whistle Blower Policy" as the
vigil mechanism for Directors and employees of the Company. The Whistle
Blower policy is disclosed on the website of the Company at
http://www.plastiblends.com/
Upload/CorporateGovernance/PBI-VIGIL-MECHANISM.pdf
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in page no. 15 which forms part
of this report.
Deposits
During the year under review, your company did not accept any deposits
in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014.
Significant & Material Court Orders
No significant and material orders have been passed by any Regulator or
court or Tribunal which can have an impact of the going concern status
and the Company's operations in future.
Disclosure under the Sexual Harrassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act. 2013 has
constituted an Internal Complaints Committee. During the year, no
complaint was lodged with the Internal Complaint Committee.
Particualrs of Employee and Related Disclosures
In terms of the provisions of Section 197 (12) of the Act read with
Rules 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the details required
therein forms part of this report . Having regard to the provisions of
Section 136(1) read with the its relevant provisio of the Companies
Act, 2013, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. The said information is
available for inspection at the Registered office of the Company during
working hours and any member interested in obtaining such information
may write to the Company Secretary and the same will be furnished
without any fee and free of cost.
In terms of the requirement of Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, none of the
employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.
Acknowledgement
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For and on behalf of the board
Place : Mumbai S. V. Kabra
Date : 26th May, 2015 Chairman & Managing Director
Mar 31, 2014
The Members of
Plastiblends India Limited.
The Directors have pleasure in presenting the TWENTY THIRD ANNUAL
REPORT and the Audited Financial Statements for the financial
year ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in Lacs)
Year ended Year ended
PARTICULARS 31st March 31st March
2014 2013
Sales and Other Income 46,929.53 41,050.15
Gross Profit before Interest and Depreciation 5,068.05 3,288.99
Less: Interest 578.82 577.92
Depreciation 430.53 408.05
Profit Before Tax (PBT) 4,058.70 2,303.02
Less: Provision for Taxation 1,291.79 550.50
(Excess)/short provision for earlier years - 0.15
Profit After Tax (PAT) 2,766.91 1,752.37
Less: Provision for Deferred Tax Liability 43.06 215.87
Net Profit after provision of Deferred Tax 2,723.85 1,536.50
Add: Balance b/f from previous year 8,493.59 7,649.20
Profit available for appropriation 11,217.44 9,185.70
APPROPRIATIONS:
Transferred to General Reserves 275.00 160.00
Provision for Proposed Dividend 649.73 454.81
Provision for Tax on Proposed Dividend 110.42 77.30
Surplus balance c/f to Balance Sheet 10,182.29 8,493.59
11,217.44 9,185.70
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 5/- per share
of the face value of Rs.5/- each for the year ended 31st March, 2014 (Rs.
3.50/- per share on face value of Rs. 5/- per share for the previous
year) subject to the Members'' approval. The dividend payment amounts to
Rs. 649.73 lacs. In addition Rs. 110.42 lacs is payable towards tax on
dividend.
OPERATIONS
During the year under review, your Company has achieved Operational and
Other Income of Rs. 46,929.53 lacs as against Rs. 41,050.15 lacs during the
previous year, registering an increase of about 14.32 % over the
previous year. Profit after providing for taxes is Rs. 2,723.85 lacs as
against Rs. 1,536.50 lacs during the previous year, registering an
increase of about 77.28 % over the previous year.
EXPORTS
Exports during the year under review were Rs. 14,145.98 Lacs as against Rs.
13,163.52 Lacs in the previous financial year registering an increase
of 7.46 % over previous year. Company exports to various countries
around the globe with strong presence in Middle East, Africa SAARC &
CIS Countries.
DIRECTORS
Shri Anand S. Kabra, Director of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible seeks
re-appointment.
In terms of Section 149, 152, Schedule IV and other applicable
provisions, if any, of the Act read with Companies ( Appointment and
Qualification of Directors) Rules, 2014 the Independent Directors can
hold office for a term upto 5 (five) consecutive years on the Board of
Directors of your Company and are not liable to retire by rotation.
Accordingly, it is proposed to appoint Shri Haridas S. Sanwal, Shri P.
R. Singhvi, Dr. Yatish B. Vasudeo and Shri Sudarshan K. Parab as
Independent Directors of your Company for 5 (five) consecutive years.
They are independent of the Management in terms of Section 149(6) of
the Companies Act, 2013 and amended Clause 49 of the Listing Agreement
and such appointment would comply with the requirement of appointing at
least one-third of the total number of directors as Independent
Directors of Board as prescribed under Section 149(4) of the Act.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2014, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(ii) they have selected such appropriate accounting policies and
applied them consistently, and made judgments and estimates that were
reasonable and prudent so as to give the true and fair view of the
state of affairs of the Company as at 31st March, 2014, and of the
profits of the Company for the said financial year;
(iii) they have 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) they have prepared the said accounts on a "going concern basis".
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report. The Board of Directors
of the Company adopted the Code of Conduct and the same is posted on
the Company''s website. The Directors and Senior Management personnel
have affirmed their compliance with the said code.
AUDITORS
M/s. A. G. Ogale & Co., Chartered Accountants, Pune Auditors of the
Company will retire from the office of the Auditors at the conclusion
of the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. In accordance with Section 139 of the
Companies Act, 2013 (''the Act'') read with the Rules made there under,
M/s. A. G. Ogale & Co., Chartered Accountants, Pune, can be appointed
as the Statutory Auditors of the Company for a period of maximum Five
years. They have confirmed that their appointment, if made, shall be in
accordance with the provisions of Section 139(1) of the Act read with
Companies (Audit and Auditors) Rules, 2014 and that they satisfy the
criteria given under Section 141 of the Act. Members are requested to
consider their appointment for a period of five years. The Audit
committee and Board of Directors have recommended the appointment of
M/s. A. G. Ogale & Co., Chartered Accountants, Pune as the Statutory
Auditors of your Company.
In terms of section 148 of Companies Act, 2013 read with Companies (
Audit and Auditors) Rules, 2014 and other applicable provisions, if
any, of the Companies Act, 2013, the Board of Directors of your Company
has appointed M/s. Dhara Shah & Associates, Cost Accountants as the
Cost Auditor of your Company to conduct audit of Cost Accounting
records for financial year 2014-15 on the recommendation made by the
Audit Committee.
The remuneration proposed to be paid to the Cost Auditors, subject to
the ratification by the Members at the ensuing Annual General Meeting
would be Rs. 1,20,000/- (Rupees One Lacs Twenty Thousand Only) excluding
service Tax, conveyance and out of pocket expenses, if any.
LISTING FEES
The Company confirms that the Annual Listing Fees due to BSE Ltd. and
National Stock Exchange of India Ltd. for the financial year 2014-15
have been paid.
CUSTODIAN CHARGES
The Company confirms that the Custodian Charges due to National
Securities Depository Ltd., and Central Depository Services (India)
Ltd., have been paid for the financial year 2014-15 as applicable and
payable as per the SEBI circular in this regard.
PARTICULARS OF EMPLOYEES
Employees relations continued to be cordial throughout the year. The
Directors appreciate the efforts put in by the employees at all the
levels. As required by the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended, none of the employee draws salary in excess of
Rs. 5,00,000/- per month, hence no disclosure required to be made.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A Statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report as ANNEXURE %A.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place: Mumbai S. V. Kabra
Date: 21st May, 2014 Chairman & Managing Director
Mar 31, 2013
To The Members of Plastiblends India Limited
The Directors have pleasure in presenting the TWENTY SECOND ANNUAL
REPORT and the Audited Financial Statements for the financial year
ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in Lacs)
Year ended
31st March 13 Year ended
31st March 13
Sales and Other Income 40,933.49 34,142.44
Gross Profit before Interest
and Depreciation 3,277.90 3,246.41
Less: Interest 566.83 447.63
Depreciation 408.05 401.26
Prof it Before Tax (PBT) 2,303.02 2,397 52
Less: Provision for Taxation
(including earlier years) 550.50 590.00
(Excess)/short Provision
for earlier years 0.16
Profit After Tax (PAT) 1,752.36 1,807.52
Less: Provision for Deferred
Tax Liability 215.87 136.35
Net Profit after provision of
Deferred Tax 1,536.49 1,671.17
Add: Balance b/f from
previous year 7,649.21 6,676.63
Profit available for
appropriation 9,185.70 8,347.80
Appropriations:
Transferred to General Reserves 160.00 170.00
Provision for Proposed Dividend 454.81 454.81
Provision for Tax on
Proposed Dividend 77.30 73.78
Surplus balance c/f
to Balance Sheet 8,493.59 7,649.21
9,185.70 8,347.80
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 3.50/- per
share of the face value of Rs. 5/- each for the year ended 31st March,
2013 (Rs. 3.50/- per share on face value of Rs. 5/- per share for the
previous year) subject to the Members'' approval. The dividend payment
amounts to Rs. 454.81 lacs. In addition Rs. 77.30 lacs is payable towards
tax on dividend.
OPERATIONS
During theyear under review, your Company has achieved Operational and
Other Income of Rs.40,933.49 lacs as against Rs. 34,142.44 lacs during the
previous year, registering an increase of about 19.89% over the
previous year. Profit after providing for taxes isRs. 1,536.49 lacs as
againstRs. 1,671.17 lacs during the previous year, registering a decrease
of about 8.06% over the previous year.
EXPORTS
Exports during the year under review were Rs. 13,163.52 Lacs as against Rs.
9,991.81 Lacs in the previous financial year registering an increase of
31.74% over previous year and contributed 32.18% in the total sales.
Company exports to various countries around the globe with strong
presence in Middle East, Africa, SAARC & CIS Countries.
DIRECTORS
In accordance with the Articles of Association of the Company and in
view of provisions of Section 255 of the Companies Act, 1956, Shri
Pushp Raj Singhvi and Dr. Yatish B. Vasudeo, Directors of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible seek re-appointment.
Shri Satyanarayan G. Kabra, Vice-Chairman & Managing Director has been
re-appointed by the Board of Directors subject to approval of the
members.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(ii) they have selected such appropriate accounting policies and
applied them consistently, and made judgements and estimates that were
reasonable and prudent so as to give the true and fair view of the
state of affairs of the Company as at 31st March, 2013 and of the
profits of the Company for the said financial year;
(iii) they have 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) they have prepared the said accounts on a "going concern basis".
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report. The Board of Directors
of the Company adopted the Code of Conduct and the same is posted on
the Company''s website. The Directors and Senior Management personnel
have affirmed their compliance with the said code.
AUDITORS
M/s. A. G. Ogale & Co., Chartered Accountants, Pune Auditors of the
Company will retire from the office of the Auditors at the conclusion
of the ensuing Annual General Meeting and being eligible offer
themselves for re- appointment. They have furnished a certificate of
their eligibility for re-appointment u/s.224 (1-B) of the Companies
Act, 1956 and they are not disqualified under amended section 226(3)(e)
of the said Act.
In terms of section 233(B) of Companies Act, 1956 the Board of
Directors have approved the appointment of R. A. Chincholkar & Co.,
Cost Accountants as cost auditors for FY. 2013-14, subject to approval
of Central Government. The cost auditor has confirmed his eligibility
and independence to the Company. The cost audit report for the
financial year ended 31st March, 2013 will be filed with Ministry of
Corporate Affairs as prescribed Statutorily.
LISTING FEES
The Company confirms that the Annual Listing Fees due to BSE Ltd. and
National Stock Exchange of India Ltd. for the financial year 2013-14
have been paid.
CUSTODIAN CHARGES
The Company confirms that the Custodian Charges due to National
Securities Depository Ltd., and Central Depository Services (India)
Ltd., have been paid for the financial year 2013-14 as applicable and
payable as per the SEBI circular in this regard.
PARTICULARS OF EMPLOYEES
Employees relations continued to be cordial throughout the year. The
Directors appreciate the efforts put in by the employees at all the
levels. As required by the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended, none of the employee draws salary in excess of
Rs. 5,00,000/- per month, hence no disclosure is required to be made.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A Statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report as ANNEXURE %A.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place: Mumbai S. V. Kabra
Date: 29th May, 2013 Chairman & Managing Director
Mar 31, 2012
To The Members of Plastiblends India Limited
The Directors have pleasure in presenting the TWENTYFIRST ANNUAL
REPORT and the Audited Financial Statements for the financial year
ended 31st March, 2012.
FINANCIAL RESULTS
(Rs. in Lacs)
PARTICULARS Year ended Year ended
31st March 12 31st March 11
Sales and Other Income 34,141.60 27,737.72
Gross Profit before Interest,Depreciation
and Tax 3,246.41 3,045.33
Less:Finance Cost 447.63 319.76
Depreciation 401.26 365.29
Profit Before Tax (PBT) 2,397.52 2,360.28
Less:Provision for Taxation 590.00 510.00
(including earlier year)
Add: Excess provision of earlier years
written back - 42.75
Profit After Tax (PAT) 1,807.52 1,893.03
Less: Provision for Deferred Tax Liability 136.35 38.65
Net Profit after provision of Deferred Tax 1,671.17 1,854.38
Add: Balance brought forward from
previous year 6,676.63 6,350.84
Profit available for appropriation 8,347.80 8,205.22
APPROPRIATIONS:
Transferred to General Reserves 170.00 1,000.00
Provision for Proposed Dividend 454.81 454.81
Provision for Tax on Proposed Dividend 73.78 73.78
Surplus balance carried forward to
Balance Sheet 7,649.21 6,676.63
8,347.80 8,205722
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 3.50 per share
of the face value of Rs. 5/- each for the year ended 31st March, 2012
(Rs.7/- per share on face value of Rs.10/- per share for the previous year)
subject to the Members' approval. The dividend payment amounts to Rs.
454.81 lacs. In addition Rs. 73.78 lacs is payable towards tax on
dividend.
OPERATIONS
During the year under review, your Company has achieved Operational and
Other Income of Rs. 34,141.60 lacs as against Rs.27,737.72 lacs during the
previous year, registering an increase of about 23.09 % over the
previous year. Profit after providing for taxes is Rs. 1,671.17 lacs as
against Rs. 1,854.38 lacs during the previous year, registering a
decrease of about 9.88% over the previous year.
The Company has achieved production of 47418 tones for the year as
compared to 42143 tones during the previous year. Your Company has
sold 47039 tones for the year under review as compared to 41858 tones
during the previous year.
EXPORTS
Exports during the year under review were Rs. 9,737.26 Lacs as against Rs.
6,652.48 Lacs in the previous financial year registering an increase of
46% over previous year and contributed 28% in the total sales. Company
exports to various countries around the globe with strong presence in
Middle East, Africa & Europe.
AWARDS & RECOGNITION
We are pleased to inform you that The Plastic Export Promotion Council
(PLEXCONCIL) has awarded to the Company a certificate and a Trophy for
winning First position as a "Top Exporter of Masterbatch" being the
highest recognition for exports for the year 2009-10 and 2010-11. The
Company has been receiving this award for eight consecutive years since
2003-04.
Company has also been bestowed with the Plasticon "GOLD TROPHY
AWARD" for Fastest Growing Enterprise Processing (Commodity
Polymers), which was presented at the 6th Plasticon Awards 2012.
DIRECTORS
In accordance with the Articles of Association of the Company and in
view of provisions of Section 255 of the Companies Act, 1956, Shri S.
K. Parab and Shri H. S. Sanwal, Directors of the Company will retire by
rotation at the ensuing Annual General Meeting and being eligible seeks
re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2012, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(ii) they have selected such appropriate accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give the true and fair view of the
state of affairs of the Company as at 31st March, 2012 and of the
profits of the Company for the said financial year;
(iii) they have 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) they have prepared the said accounts on a "going concern
basis".
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report.
The Board of Directors of the Company adopted the Code of Conduct and
the same is posted on the Company's website.
The Directors and Senior Management personnel have affirmed their
compliance with the said code.
SUB-DIVISION OF EQUITYSHARES
During the year, the Equity Shares of the Company of the face value of
Rs. 10/- each fully paid-up were sub-divided into two Equity Shares of
the face value of Rs.5/- each fully paid up. The new share certificates
of the face value of Rs.5/- each were issued to the shareholders in
respect of those who were holding the shares in physical form and were
credited to the beneficiary accounts of those holding the shares in
electronic form.
The shareholders who have not received their share certificates are
requested to get in touch with the Company or share transfer agent to
claim their certificates. In compliance with provision of Clause 5A of
Listing agreement, the Company will after sending necessary reminders
transfer the unclaimed shares to "Unclaimed suspense Account".
AUDITORS
M/s. A. G. Ogale & Co., Chartered Accountants, Pune Auditors of the
Company will retire from the office of the Auditors at the conclusion
of the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. They have furnished a certificate of
their eligibility for re- appointment u/s. 224 (1-B) of the Companies
Act, 1956 and they are not disqualified under amended section 226(3)(e)
of the said Act.
In terms of section 233(B) of Companies Act, 1956 the Central
Government has prescribed cost audit for the product of the company.
Board of Directors have approved the appointment of Shri A. P. Raman,
Cost Accountant, subject to approval of Central Government. The cost
auditor has confirmed his eligibility and independence to the Company.
LISTING FEES
The Company confirms that the Annual Listing Fees due to BSE Ltd. and
National Stock Exchange of India Ltd. for the financial year 2012-13
have been paid.
CUSTODIAN CHARGES
The Company confirms that the Custodian Charges due to National
Securities Depository Ltd., and Central Depository Services (India)
Ltd., have been paid for the financial year 2012-13 as applicable and
payable as per the SEBI circular in this regard.
PARTICULARS OF EMPLOYEES
Employees relations continued to be cordial throughout the year. The
Directors appreciate the efforts put in by the employees at all the
levels. As required by the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended, none of the employee draws salary in excess of
Rs. 5,00,000/- per month, hence no disclosure required to be made.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report as ANNEXURE 'A'.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place: Mumbai S. V. Kabra
Date: 30th May, 2012 Chairman & Managing Director
Mar 31, 2011
The Members of
Plastiblends India Limited
The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT
and the Audited Financial Statements for the financial year ended 31st
March, 2011.
FINANCIAL RESULTS
Year ended Year ended
PARTICULARS 31st March 11 31st March 10
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 27734.66 21065.82
Gross Profit before Interest &
Depreciation 3029.81 2016.47
Less: Interest 304.24 237.59
Depreciation 365.29 344.91
Profit Before Tax (PBT) 2360.28 1433.97
Less: Provision for Taxation 510.00 353.55
(including earlier year)
Add: Provision no longer required 42.75 0.69
Profit After Tax (PAT) 1893.03 1081.11
Less: Provision for Deferred Tax Liability 38.65 38.12
Net Profit after provision of Deferred Tax 1854.38 1042.99
Add: Balance b/f from previous year 6350.84 5868.94
Profit available for appropriation 8205.22 6911.93
APPROPRIATIONS:
Transferred to General Reserves 1000.00 105.00
Provision for Proposed Dividend 454.81 389.84
Provision for Tax on Proposed Dividend 73.78 66.25
Surplus balance c/f to Balance Sheet 6676.63 6350.84
8205.22 6911.93
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. II- per share
of the face value of Rs.10/- each for the year ended 31st March, 2011
(Rs. 6/- per share for the previous year) subject to the Members'
approval. The dividend payment amounts to Rs. 454.81 lacs. In addition
Rs. 73.78 lacs is payable towards tax on dividend.
OPERATIONS
During the year under review, your Company has achieved Operational and
Other Income of Rs. 27,734.66 lacs as against Operational and Other
Income of Rs. 21,065.82 lacs during the previous year, registering an
increase of about 31.66 % over the previous year. Profit after
providing for taxes is Rs. 1,854.38 lacs as against Rs. 1,042.99 lacs
during the previous year, registering an increase of about 77.79% over
the previous year.
The Company has achieved production of 42144 tons for the year as
compared to 33900 tons during the previous year. Your Company has sold
41858 tons for the year under review as compared to 32691 tons during
the previous year.
EXPORTS
Exports during the year under review were Rs. 66.52 crores as against
Rs. 49.01 crores in the previous financial year and contributed 24% to
the net sales. Company exports to various countries around the globe
with strong presence in Middle East, Africa & Europe.
DIRECTORS
In accordance with the Articles of Association of the Company and in
view of provisions of Section 255 of the Companies Act, 1956, Dr.
Yatish B. Vasudeo and Shri Anand S. Kabra, Directors of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible seeks re-appointment.
The Board of Directors of the Company at its meeting held on 30th May,
2011 has approved the appointment of Shri S. V. Kabra as Chairman &
Managing Director w.e.f. 1st January, 2012 and Shri Anand S. Kabra as
Executive Director w.e.f. 1st August, 2011 for a period of 5 years
subject to your approval. The Board at the said Meeting also has
approved variation in terms of remmuneration of Shri S. N. Kabra,
Vice-Chairman & Managing Director for the remaining tenure of his
appointment effective from 1st July, 2011 to 30,h June 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(ii) they have selected such appropriate accounting policies and
applied them consistently, and made judgements and estimates that were
reasonable and prudent so as to give the true and fair view of the
state of affairs of the Company as at 31st March, 2011, and of the
profits of the Company for the said financial year;
(iii) they have 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) they have prepared the said accounts on a "going concern basis".
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report.
The Board of Directors of the Company adopted the Code of Conduct and
the same is posted on the Company's website.
The Directors and Senior Management personnel have affirmed their
compliance with the said code.
AUDITORS
Messers. A. G. Ogale & Co., Chartered Accountants, Pune Auditors of the
Company will retire from the office of the Auditors at the conclusion
of the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. They have furnished a certificate of
their eligibility for re-appointment u/s.224 (1-B) of the Companies
Act, 1956 and they are not disqualified under amended section 226(3)(e)
of the said Act.
LISTING FEES
The Company confirms that the Annual Listing Fees due to Bombay Stock
Exchange Ltd. and National Stock Exchange of India Ltd. for the
financial year 2011-12 have been paid.
CUSTODIAN CHARGES
The Company confirms that the Custodian Charges due to National
Securities Depository Ltd., and Central Depository Services (India)
Ltd., have been paid for the financial year 2011-12 as applicable and
payable as per the SEBI circular in this regard.
PARTICULARS OF EMPLOYEES
Employees relations continued to be cordial throughout the year. The
Directors appreciate the efforts put in by the employees at all the
levels. As required by the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975 as amended, none of the employee draws salary in excess of
Rs. 5,00,000/- per month, hence no disclosure required to be made.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A Statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report as ANNEXURE 'A'.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For and on behalf of the Board
Place: Mumbai S. V. Kabra
Date: 30th May, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the NINETEENTH ANNUAL REPORT
and the Audited Financial Statements for the financial year ended 31st
March, 2010.
FINANCIAL RESULTS
Year ended Year ended
PARTICULARS 31st March 10 31st March 09
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 21028.68 17094.64
Gross Profit before Interest
& Depreciation 2016.47 2109.87
Less: Interest 237.59 251.00
Depreciation 344.91 310.24
Prof it Before Tax (PBT) 1433.97 1548.63
Less Provision for Taxation
(including earlier year) 353.55 320.00
Add Provision no longer required 0.69 0.51
Profit After Tax (PAT) 1081.11 1229.14
Less : Provision for Deferred
Tax Liability 38.12 51.80
Net Profit after provision of
Deferred Tax 1042.99 1177.34
Add: Balance b/f from
previous year 5868.94 5348.71
Profit available for appropriation 6911.93 6526.05
APPROPRIATIONS:
Transferred to General Reserves 105.00 125.00
Provision for Proposed Dividend 389.84 454.81
Provision for Tax on Proposed
Dividend 66.25 77.30
Surplus balance b/f to
Balance Sheet 6350.84 5868.94
6911.93 6526.05
DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 6/- per share
of the face value of Rs.10/- each for the year ended 31st March, 2010
(Rs. 71- per share for the previous year) subject to the Members
approval. The dividend payment amounts to Rs. 389.84 lacs. In addition
Rs. 66.25 lacs is payable towards tax on dividend.
OPERATIONS :
During the year under review, your Company has achieved Operational and
Other Income of Rs. 21028.68 lacs as against Operational and Other
Income of Rs. 17094.64 lacs during the previous year, registering an
increase of about 23.01 % over the previous year. Profit after
providing for taxes is Rs. 1042.99 lacs as against Rs. 1177.34 lacs
during the previous year.
The Company has achieved production of 33900 tons for the year as
compared to 24230 tons during the previous year. Your Company has sold
32691 tons for the year under review as compared to 24794 tones during
the previous year.
EXPORTS:
Exports during the year under review were Rs. 49.01 crores as against
Rs. 35.39 crores in the previous financial year and contributed 23.30%
to the net sales (an increase of 38.49 % compared to previous year).
Company exports to over 30 countries around the globe with strong
presence in Middle East, Africa & Europe.
In recognition of above the Company has been awarded by PLEXCONCIL
consecutively since last six (6) years, which also signifies your
companys expertise as well as trust by the customers.
DIRECTORS:
In accordance with the Articles of Association of the Company and in
view of provisions of Section 255 of the Companies Act, 1956, Shri
Haridas S. Sanwal and Shri Pushp Raj Singhvi, Directors of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible seeks re-appointment.
Shri Amir E. Ladhabhoy, Director of the Company resigned w.e.f. 10th
August, 2009. The Board place on its record the valuable contribution
made and guidance given by him from time to time during his tenure as a
Board Member.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
hereby confirm that:
(i) in the preparation of annual accounts for the year ended 31st
March, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
(ii) they have selected such appropriate accounting policies and
applied them consistently, and made judgements and estimates that were
reasonable and prudent so as to give the true and fair view of the
state of affairs of the Company as at 31st March, 2010, and of the
profits of the Company for the said financial year;
(iii) they have 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) they have prepared the said accounts on a "going concern basis".
CORPORATE GOVERNANCE :
As required by Clause 49 of the Listing Agreement, a Report on
Corporate Governance is appended along with a Certificate of Compliance
from the Auditors, forming part of this report.
The Board of Directors of the Company adopted the Code of Conduct and
the same is posted on the Companys website. The Directors and Senior
Management personnel have affirmed their compliance with the said code.
AUDITORS :
The Auditors M/s. Kishor B. Phadke & Co., Chartered Accountants, Pune,
retire at the ensuing Annual General Meeting (AGM). However, they have
not offered themselves for re-appointment at the said AGM.
In view of Special Notice received from a Member under Section 225(1)
of the Companies Act, 1956 (the Act) and as recommended by the Audit
Committee, it is proposed to appoint Messers. A. G. Ogale & Co.,
Chartered Accountants, Pune, as the Statutory Auditors in place of
retiring Auditors.
Messers. A. G. Ogale & Co., a well experienced firm of Chartered
Accountants, Pune having two partners have expressed their willingness
to act as Auditors of the Company. They have specialized knowledge in
Audits, Income Tax, Service Tax etc. They have furnished a certificate
of their eligibility for appointment u/s.224 (1-B) of the Act.
They are not disqualified in any manner in terms of Section 226(3) of
the Act.
The Shareholders are requested to consider their appointment in place
of retiring auditors.
The Board of Directors place on its record, the contribution made and
support extended from time to time by retiring Auditors.
LISTING FEES :
The Company confirms that the Annual Listing Fees due to Bombay Stock
Exchange Ltd. and National Stock Exchange of India Ltd. for the
financial year 2010-11 have been paid.
CUSTODIAN CHARGES :
The Company confirms that the Custodian Charges due to National
Securities Depository Ltd., and Central Depository Services (India)
Ltd., have been paid for the financial year 2010-11 as applicable and
payable as per the SEBI circular in this regard.
PARTICULARS OF EMPLOYEES:
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
Shri Anand S. Kabra, Executive Director is a sole employee covered in
the statement which forms part of to this report as ANNEXURE A.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
A Statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo in accordance with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 forms part of this report as ANNEXURE B.
ACKNOWLEDGEMENT :
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Shareholders, Bankers,
Government Authorities, Export Promotion Council, Other Semi Government
Authorities, Stock Exchanges, Customers, Dealers, Suppliers and
Business Associates at all levels during the year under review. Your
Directors also wish to place on record their appreciation for the
committed services of the executives, staff and workers of the Company.
For an don behalf of the Board
Place : Mumbai S.V. Kabra
Date : 26th May 2010 Chairman & Managing Director
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