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Directors Report of Plastiblends India Ltd.

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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