Home  »  Company  »  Polylink Polymer  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Polylink Polymers (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you 22nd Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS:

SUMMARY OF THE FINANCIAL RESULT FOR 2014-15

S.NO PARTICULARS YEAR ENDED YEAR ENDED 2014-15 2013-14

1 Gross Income 3773.72 3610.06

2 Profit Before Interest and 344.27 368.86 Depreciation 3 Finance Charges 103.12 119.18

4 Gross Profit 241.15 249.68

5 Provision for Depreciation 140.10 141.26

6 Net Profit Before Tax 101.05 108.42

7 Provision for Tax 52.26 (48.84)

8 Exceptional item 10.3 44.47

9 Net Profit After Tax 38.49 104.06

DIVIDEND

In view of carry forward losses, no dividend has been recommended by the Board.

REVIEW OF OPERATION

During the year under review the company produced 7752 MT of various Grades of Compounds as against the Production of 7639 MT for the year 31st March 2014. Turnover for the year under review was 3773.72 lacs (Net of excise duty) as compared to Rs. 3610.06 lacs (net of excise duty for the year ended as on 31st March 2014. Profit from Operating Activates for the year for the year 31st March 2015 was Rs.90.75 as compared to Rs. 152.89 Lacs for the year ended as on 31st March 2014.

Present Company is using its full Capacity for Filler Products, The Company has also ordered one more Machine (to be imported), to Increase its Production Capacity and the estimate cost the Machine is appx. Rs. 60 Lacs.

During the Year Company also initiated the trial run Production of Colored Mastered Batches on trail Basis for better market and better margin and on Success of its trail run the Product range of your company will increase and it will provide a good platform to us in the . The Company is also trying to expand its overseas Market.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. RETIREMENT BY ROTATION:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. U.S.Bhartia Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board recommends his reappointment.

2. INDEPENDENT DIRECTORS:

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as provided in section 149[6].

3. APPOINTMENT OF ADDITIONAL DIRECTOR:

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Ms. Pragya Bhartia Barwale as Additional Cum Non Executive Woman Director from 30.03.2015 subject to approval of the Members at the ensuing Annual General Meeting.

Pursuant to Provisions of the Companies act, 2013, yours Directors have appointed Mr. K. L. Garg as Additional Cum Independent Director from 10.06.2015 subject to approval of the Members at the ensuing Annual General Meeting

4. KEY MANAGERIAL PERSONNEL:

The following persons were designated as Key Managerial Personnel:

1. Mr. R.P.Goyal (Whole Time Director)

2. Mr. Manoj Gohil (CFO)

3. Mr. Ankit Vageriya (Company Secretary)

5. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT:

As required under clause 49 of the Listing Agreement, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 22nd Annual General Meeting.

Pursuant to Section 203 of the companies Act, 2013, your Company holds Shri R.P.Goyal as CEO, Shri Manoj Gohil as CFO and Shri Ankit Vageriya as Company Secretary.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

7. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and available on Company's Website.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV in the Extract of Annual Return.

Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provision contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and remuneration of Managerial Personnel.

Employee throughout the Year : Nil Employee for part of the year : Nil

SHARE CAPITAL

Paid up Equity Share Capital of the Company was 11.05 Crores. During the year under review the Company has not issue any Shares or any convertible Instruments.

ECONOMIC SCENARIO AND OUTLOOK

The Plastic Market is growing about 10 to 15% and the Compound demand is also increase the same level. Due to the down fall in the Crude Oil Prices and Polymers Prices are not stable which affect the Margin and constraint working. We hope that the Price will be stable in near future.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. AUDITORS:

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

i) Statutory Auditors :

The appointment of Auditors, M/s K.N.Gutgutia & Associates, Chartered Accountants, New Delhi is being ratified at this Annual General Meeting

ii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Shri Ashwin Shah, Practicing Company Secretary, Ahmedabad has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

2. Internal Audit & Controls

The Company continues to engage MBR & Co., Chartered Accountant, New Delhi as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Bowler Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns An Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.polylinkpolymers.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Independent Directors Meeting Cum Familiarization Programme:

At the time of appointment of Independent Director, a formal letter of appointment is given to him which inter alia explains the roles, functions, duties and responsibilities expected from him as a Director of the Company. A Director is also explained in detail the compliances required under the Companies Act, 2013 ["Act"] and Rules made thereunder, clause 49 of the Listing Agreement and other relevant regulations and his affirmation is taken with respect to the same.

At a separate meeting of the Independent Directors, a presentation was made on the brief details about the Company, nature of the industry in which Company operates, its business model apart from roles and Responsibilities of Independent Directors.

Performance Evaluation

Pursuant to the provisions of the Act and Rules made thereunder and as provided under Schedule IV of the Act and clause 49 of the Listing Agreement, the Board has carried out the evaluation of its own Performance, individual Directors, Key Managerial Personnel, its Committees, including the Chairman of the Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. Performance of individual Directors and the Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. The Directors expressed their satisfaction with the evaluation process.

Independent Directors Meeting :

During the year under review, a separate meeting of Independent Directors was held on 12th February, 2015, inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors,

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board and that is necessary to effectively and reasonable perform its duties.

All the Independent Directors were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Your Directors state and confirm that:

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

b) Such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year ended as ob date;

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

d) the annual financial statements are prepared on a going concern basis;

e) Proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

f) the systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. The Company has not accepted any deposits from public.

2. No issue of equity shares with differential right as to dividend, voting or otherwise.

3. There is no employees' Stock options Scheme (ESOS).

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. The Company has not issued any sweat equity shares.

6. CSR Policy is not applicable as pursuant to Section 135 of the Companies Act, 2013.

By Order of the Board of Directors For, Polylink Polymers (India) Limited

U.S.Bhartia Place : Noida Chairman Date : 11.8.2015 DIN : 00063091


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting this 21st Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2014.

FINANCIAL REVIEW (Rs. In lacs)

Particulars Year Ended Year Ended 31st March, 31st March, 2014 2013

Sales / Income from operations 3727.78 3376.98

Excise Duty 187.81 170.87

Net Sales 3539.97 3206.11

Misc Income on sale of Fixed Assets 70.09 65.54

Total Expenditure 3241.20 2939.71

Profit before Interest and Depreciation 368.86 331.94

Interest 119.18 139.68

Gross Profit / (Loss) 249.68 192.26

Depreciation 141.26 172.41

Profit Before Tax 108.42 19.85

Total Tax expenses (MAT, Credit Entitlement and Deferred Tax Credit) (48.84) (40.37)

Exceptional Item (44.47) (118.15)

Profit / (Loss) 104.06 97.63

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

REVIEW OF OPERATION

During the year under review the company produced 7639 MT of various grades of compounds as against the production of 7343 MT for the year ended 31st March 2013. Turnover for the year under review was Rs. 3610.06 lacs (net of excise duty) compared to Rs. 3271.65 lacs (net of excise duty) for year ended 31st March 2013. Profit/ (loss) for the year ended on 31st March 2014 was 104.06 Lacs compared to Rs 97.63 Lacs for the year ended 31st March 2013.

The Performance remain flat as compared with the previous year, however, company is under process to introduce new value added product to improve its performance. The Company is exploring new overseas Customers.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri U.S.Bhartia Director of the company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Pursuant to Section 149 of the Companies Act, 2013, your directors are seeking appointments of Shri J.S.Baijal and Shri K.M.Lal, as Independent Directors of the Company for a term of 5 years. Mr. Ajay Bhargava, Independent Director of the Company, ceased to be a Director with effect from 25th July 2014.

Pursuant to Section 203 of the Companies act, 2013, Your Board of Directors has appointed Shri Manoj Gohil as Chief Financial Officer of the Company, shri R.P. Goyal as CEO and Shri Ankit Vageriya as Company Secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, ( New Section 134 (3) (c) with respect to directors'' responsibility statement based up to the management certification, it is hereby confirmed:

* that in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

* that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a True and Fair view of the state of affairs of the company at the end of the period and of the profit and loss of the company for the that period under review;

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

* that the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate that they are eligible for such re-appointment under section 139 of the Companies Act, 2013. Your Board Request to the Members to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of Twenty Forth Annual General Meeting and to fix their remuneration.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors of your Company has renamed and reconstituted its existing Share Transfer cum investor grievance committee As " Stakeholder Relationship Committee'' and have also revised its terms of reference to make it in line with the requirements of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement. At present, the '' Investor Grievance Committee '' comprised of Shri U.S. Bhartia Chairman, Shri R.P. Goyal, Shri J.S. Baijal and Shri K.M. Lal as members of the Committee.

This Committee is entrusted to resolve the Grievance of Security holder of the Company

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of your Company has renamed and reconstituted its existing ''Remuneration Committee'' as ''Nomination and Remuneration Committee'' and have also revised its terms of reference to make it in line with the requirements of Section 178 of the Companies Act, 2013 and clause 49 of the listing agreement. At present, the ''Nomination and Remuneration Committee'' comprised of Shri J.S. Baijal Chairman, Shri U.S. Bhartia, and Shri K.M. Lal as members of the Committee.

This Committee is entrusted with the power and responsibility by the Board of identifying and recommending to the Board appointment & removal of Directors, Key Managerial Personnel and Senior Management Personnel of the Company and to formulate and monitor their Remuneration Policy. Company Secretary of the Company acts as Secretary to all these Committees.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2014-15

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure

MANAGEMENT DISCUSSION AND ANALYSIS

The information as required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 08.08.2014 U. S. BHARTIA Place : Noida CHAIRMAN


Mar 31, 2013

To, The Members

The Directors have pleasure in presenting the 20th Annual Report and Audited Financial Statement for the year ended on 31st March 2013.

FINANCIAL RESULTS (Rs. In lacs)

Year Ended Year Ended Particulars 31st March,2013 31st March,2012

Sales / Income from operations 3376.98 3129.50

Excise Duty 170.87 179.17

Net Sales 3206.11 2950.33

Misc Income on sale of Fixed Assets 65.54 100.14

Total Expenditure 2939.71 2766.74

Profit before Interest and Depreciation 331.94 283.73

Interest 139.68 167.26

Gross Profit / (Loss) 192.26 116.47

Depreciation 172.41 167.22

Profit Before Tax 19.85 (50.75)

Differed Tax Credit/ (Charge) (40.37) 465.50

Exceptional Item (118.15) 0

Profit / (Loss) 97.63 414.75



DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS & REVIEW

During the year under review the company produced 7343 MT of various grades of compounds as against the production of 6274 MT for the year ended on 31st March 2012. Turnover for the year under review was Rs. 3271.65 lacs (net of excise duty) compared to Rs. 3050.47 lacs (net of excise duty) for year ended 31st March 2012 (net of excise duty). Profit / (loss) for the year ended on 31st March 2013 was Rs97.63 Lacs compared to Rs. 414.75 Lacs for the year ended 31st March 2012.the Company has created a Provision of 40.37 lacs as Deferred Tax Charge in the Year 2012-13.

The Performance remain flat compare with the previous year however company is under process to introduces new value added Product to improve the performance.

DIRECTORS

Shri J.S. Baijal Director and Shri Ajay Bhargava, Director of the company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

REVIVAL SCHEME UNDER SICA

As Inform Last Year, the Company was registered with BIFR under SICA. However the Company was having Positive net worth as per the Annual Accounts on year 2012-13. The Company approached hon''ble BIFR and got discharged from Purview of SICA on 19th March 2013. Other Remaining benefit of the Scheme will be continued as per order.

All Statutory Dues has been paid regularly and there is not any overdue for at the year end March 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors'' responsibility statement based up to the management certification, it is hereby confirmed:

a. That in the preparation of the accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

b. That the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a True and Fair view of the state of affairs of the company at the end of the period and of the profit and loss of the company for the that period under review;

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

d. That the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (1B) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

COST AUDITORS

As per the requirement of Central Government and Pursuant to Section 233B of the Companies act, 1956 the audit of the Cost accounts related to "polymers Product" are required to carried out every year from 2012-13.

The Company has appointed Shri Ramawatar Sunar as Cost Auditor having Membership No.10567, New Delhi to conduct the audit of Cost accounts of the Company for the Year 2013-14.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure – I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2013-14

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure – II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure – III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date: 14th May 2013 U. S. BHARTIA

Place : Noida CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 19th Annual Report and Audited Financial Statement for the year ended on 31st March 2012.

FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year Ended Year Ended 31st March, 2012 31st March, 2011

Sales / Income from operations 3129.50 3534.09

Excise Duty 179.17 221.16

Net Sales 2950.33 3312.93

Misc Income 100.14 39.14

Total Expenditure 2766.73 3063.96

Profit before Interest and Depreciation 283.74 288.11

Interest 167.26 168.68

Gross Profit / (Loss) 116.47 119.43

Depreciation 167.22 184.91

Profit Before Tax (50.75) (65.48)

Deffered Tax Credit 465.50 0

Profit / (Loss) 414.75 (65.48)

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS 8i REVIEW

During the year under review the company produced 6274 MT of various grades of compounds as against the production of 7085 MT for the year ended on 31st March 2011. Turnover for the year under review was Rs. 3050.47 lacs (net of excise duty) compared to Rs. 3352.07 lacs (net of excise duty) for year ended 31st March 2011 (net of excise duty).Profit/ (loss) for the year ended on 31st March 2012 was Rs 414.75 compared to Rs. (65.48) for the year ended 31st March 2011.the Company has created a Provision of 465.50 Lacs as Deferred Tax Credit in the Year 2011-12.

The Performance remain same as per last year however company is under process to introduces new value added Product to improve the performance.

DIRECTORS

Shri U.S. Bhartia Chairman and Shri K.M. Lai Director of the company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

REVIVAL SCHEME UNDER SICA

As reported earlier, Pursuant to requirement of SICA, the company in the year 2009 filed a reference with BIFR to declare for company as a Sick Company and IDBI was appointed as the operating agency to prepare the revival scheme. BIFR has on 12.05.2011 passed an order and approved the Rehabilitation Scheme.

All Statutory Dues has been paid Regularly and there is not any overdue for at the year ended 31st March 2012

The company acknowledges the co-operation extended by Banks and Institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors' responsibility statement based up to the management certification, it is hereby confirmed:

a. that in the preparation of the accounts for the financial period ended 31st March, 2012; the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

b. that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a True and Fair view of the state of affairs of the company at the end of the period and of the profit and loss of the company for the that period under review;

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

d. that the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer them for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (IB) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

COST AUDITORS

As per the requirement of Central Government and Pursuant to Section 233B of the Companies act, 1956 the audit of the Cost accounts related to "polymers Product" are required to carried out every year from 2012-13.

The Company has appointed Shri Ramawatar Sunar as Cost Auditor having Membership No.10567, New Delhi to conduct the audit of Cost accounts of the Company for the Year 2012-13.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2012-13

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditor are giving in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 11th August 2012 U. S. BHARTIA

Place ; Noida CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report and Audited Statement of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS (Rs. In lacs)

Year Ended Period Ended

Particulars 31.03.2010 31.03.2009

Sales / Income from operations 3387.86 5668.66

Excise Duty 193.25 517.40

Net Sales 3194.61 5151.26

Misc Income 31.01 86.47

Total Expenditure 2979.42 5082.06

Profit before Interest and Depreciation 246.20 155.67

Interest 150.46 276.74

Gross Profit / (Loss) 95.74 (121.07)

Depreciation 189.64 181.32

Exceptional Item 22.13 72.30

Prior Period Expenses (243.42) 154.18

Profit / (Loss) 127.39 (528.87)

DIVIDEND

In view of the carried forward losses, no Dividend has been recommended by the Board.

OPERATIONS & REVIEW

During the year under review the company has produced 7303 MT of various grade of compound as against the production of 7726 MT for the year ended on 31st March 2009. Turnover for the year under review was 3194.62 lacs (net of excise duty) compared to 5151.26 lacs (net of excise duty) for year ended 31s1 March 2009 (net of excise duty).

During this year increase in raw materials prices that mainly depend on petroleum prices and frequent fluctuations affected the profitability. Since the compound for LT & HT cables being manufactured by us are import substitute, the company has to face competition from the national & international manufacturers, some of them dump the materials at very low rates.

Government policies of import and export have affected the procurement as well as prices of the products. The company has face stiff competition in XLPE compound during the year, since the new manufacturing facility has been installed.

DIRECTORS

Shri U.S. Bhartia and Shri K.M.Lai Directors of the company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

PROGRESS WITH BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR)

As the entire net worth of the company is eroded and therefore a reference was filed with BIFR and it has declared the company as a Sick Industrial company in terms of section - 3 (1) (o) of Sick industrial companies (special provision) Act, 1985.

IDBI was appointed as OA with a direction to prepare a revival scheme for the company. The Draft Rehabilitation Scheme has been prepared by OA which inter alia includes (i) sale of surplus assets (ii) funding by the promoters (iii) reduction of share capital and (iv) waiver of overdue interest by bank and financial institutions, which will result wiping off the losses, net worth of the company becoming positive and company becoming debt free in due course as per the Draft Rehabilitation Scheme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to directors responsibility statement based upto the management certification, it is hereby confirmed :

(i) that in the preparation of the accounts for the financial period ended 31s1 March, 2009, the applicable accounting standards have been followed except to the extent mentioned in the notes to Accounts for which proper explanation has been given.

(ii) that the directors have selected such accounting policies and applied them constantly and made judgments and estimates that were reasonable and prudent so as to give a True and Fair view of the state of affairs of the company at the end of the period and of the profit and loss of the company for the that period under review;

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

(iv) That the directors have prepared the accounts on a going concern basis.

AUDITORS

The term of office of M/s K.N. Gutgutia & Co., Chartered Accountants, New Delhi as Auditors of the Company expires at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have certified that they are eligible for such re-appointment under section 224 (1B) of the Companies Act, 1956. Members are requested to consider their appointment to hold office from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to fix their remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUT GO

The information required under section 217 (1) (e.) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure - I and forms part of this Report.

LISTING OF SHARES

Shares of the Company are listed in the Bombay Stock Exchange and the Company has paid listing fee for the year 2010-11

PARTICULRS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are not given as none of the employees qualify for such disclosure.

MANAGEMENT DISCUSSION AND ANALYSIS

The information required in compliance of clause 49 of the listing agreement is give in Annexure - II and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The company has implemented the procedures and adopted practice in conformity with the Code of Corporate Governance as enunciated in clause 49 of the Listing Agreement with Stock Exchanges. The Corporate Governance Report and the Certificate of CEO, CFO and the Auditors is give in Annexure - III and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation for the support given by Employees, Shareholders, Financial Institutions, Stressed Assets Stabilization Fund and Bankers and look forward to their continued support.

For and on behalf of the Board of Directors

Date : 12th May 2010 U. S. BHARTIA

Place : Noida CHAIRMAN



 
Subscribe now to get personal finance updates in your inbox!