Mar 31, 2018
The Directors have pleasure in submitting the Thirty-third Annual Report together with Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2018.
Financial Highlights and Operations
During the year working results of the Company were as under:
a) Standalone Working Results
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Income (Net of Excise Duty) |
115,265.77 |
99,376.02 |
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional |
14,270.54 |
12,721.05 |
Items |
||
Less : Finance Costs |
1,584.34 |
1,903.15 |
Less : Depreciation and Amortization |
4,750.96 |
5,277.47 |
Profit before Tax and Exceptional Item |
7,935.24 |
5,540.43 |
Less: Exceptional Item - (Gain)/ Loss |
0 |
0 |
Profit before tax but after exceptional item |
7,935.24 |
5,540.43 |
Less/(Add):Tax expense and prior period adjustment |
2,045.48 |
967.97 |
Profit after Tax (PAT) |
5,889.76 |
4,572.46 |
Other Comprehensive Income |
24.41 |
-24.78 |
Total Comprehensive Income for the period |
5,914.17 |
4,547.68 |
Appropriations: |
||
Transfer to General Reserve |
100.00 |
100.00 |
Interim Dividend paid during the year |
1,599.23 |
959.54 |
Second Interim Dividend (Special) |
9,595.38 |
0 |
Final Dividend Proposed |
1,599.23 |
1,279.38 |
b) Consolidated Working Results:
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Total Income (Net of Excise Duty) |
361,650.93 |
332,176.63 |
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional |
53,833.82 |
56,348.06 |
Items |
||
Less : Finance Costs |
3,943.16 |
4,701.66 |
Less : Depreciation and Amortization |
18,501.03 |
19,662.61 |
Profit before Tax and Exceptional Item |
31,389.63 |
31,983.79 |
Less: Exceptional Item - (Gain)/ Loss |
0 |
-5,627.95 |
Profit before tax but after exceptional item |
31,389.63 |
37,611.74 |
Less/(Add):Tax expense and prior period adjustment |
2,977.91 |
1,473.09 |
Profit after Tax (PAT) |
28,411.72 |
36,138.65 |
Other Comprehensive Income |
22,835.86 |
-13,549.98 |
Total Comprehensive Income |
51,247.58 |
22,588.67 |
Total Comprehensive Income attributable to owner of the parent |
27,464.67 |
14,735.19 |
Total Comprehensive Income attributable to Non-Controlling Interest |
23,782.91 |
7,853.48 |
Earnings Per Share (of RS.10/- Each) (H) (Basic & Diluted) |
49.85 |
72.44 |
Year in Retrospect
During the year under review, Company earned total income of RS.116,835.93 Lacs as compared to RS.104,384.09 Lacs during the preceding year, on Standalone basis, including income by way of dividend from subsidiary(ies) amounting to RS.4,513.94 Lacs (Previous Year RS.2,024.18 Lacs). Profit before Tax improved to RS.7,935.24 Lacs as compared to RS.5,540.43 Lacs. Profit after Tax for the year was at RS.5,889.76 Lacs as compared to RS.4,572.46 Lacs during the preceding year.
During the year under review, Company earned total income of RS.363,221.09 Lacs as compared to RS.337,184.70 Lacs during the preceding year on consolidated basis. Profit before tax was RS.31,389.63 Lacs as compared to RS.37,611.74 Lacs. Profit after Tax and before Minority Interest was RS.28,411.72 Lacs as compared to RS.36,138.65 Lacs in the preceding year.
Further details on operations are discussed in Management Discussion & Analysis Report.
Transfer to Reserves and Dividend
A sum of RS.100 Lacs from the current yearâs profit has been transferred to General Reserves.
Board of Directors have declared and paid an Interim dividend at the rate of RS.5.00 per share (Record Date : November 23, 2017) and Second Interim dividend (Special) at the rate of RS.30.00 per share (Record Date : June 8, 2018).
Your Board of Directors have proposed payment of Final Dividend at the rate of RS.5.00 per share, which would be paid after its declaration by the members at the ensuing Annual General Meeting.
Changes in the nature of business, if any
There is no change in the nature of business of your company during the year under review.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Company have occurred between the end of the Financial Year of the company to which Financial Statements relate and on the date of this report.
Management Discussion and Analysis Report
As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR) Regulations, 2015}, a detailed âManagement Discussion and Analysis Reportâ (MDA) is attached in a separate section forming part of the Annual Report.
More details on operations and a view on the outlook for the current year are also given in the âManagement Discussion and Analysis Reportâ.
Subsidiary Companies
During the year Company had following subsidiaries/ step-down subsidiaries whose performance are included in the Consolidated Financial Statements viz. Polyplex (Thailand) Public Company Limited, Thailand, PT Polyplex Films Indonesia, Indonesia, Polyplex Trading (Shenzhen) Co. Ltd., China, EcoBlue Limited, Thailand, Polyplex (Asia) Pte. Ltd., Singapore, Polyplex (Singapore) Pte. Ltd., Singapore, Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe B.V., Netherlands, PAR LLC., USA, Polyplex America Holdings Inc., USA and Polyplex USA LLC., USA.
As required by Section 129 of the Companies Act, 2013, (âthe Actâ) and other applicable laws Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Accounting Standard(s) issued by Institute of Chartered Accountants of India (ICAI), form part of the Annual Report.
Highlights of performance of Subsidiary Companies and their contribution to the overall performance of the Company during the period under report are discussed in MDA and Form AOC-I, which forms part of the Annual Report.
Financial Statements of the subsidiary companies will be made available on request
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes attached to Financial Statements.
Deposits from public
The Company has not accepted any deposits from public during the Financial Year 2017-18. There were no unclaimed deposits as at March 31, 2018.
Directorsâ Responsibility Statement
As required under Section 134(3)(c) of the Act, in relation to the Financial Statements for the Financial Year 2017-18, the Board of Directors state that : -
i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii) The Directors have selected 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 as on March 31, 2018 and of the profit of the Company for the year ended on March 31, 2018;
iii) The Directors have 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) Annual accounts have been prepared on a âgoing concernâ basis;
v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel Independent Directors and Declaration by Independent Directors
During the year, five Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Ranjit Singh served on the Board of the Company.
Dr. Suresh Inderchand Surana resigned from the Board of the Company w.e.f. June 11, 2018 due his personal professional commitments. Your Board of Directors place on record their appreciation for the services rendered by Dr. Surana during his tenure on the Board/ Committees of the Board.
All the Independent Directors have given the requisite declaration that they meet the criteria of independence as prescribed under the Act and SEBI (LODR) Regulations, 2015.
Non-Independent Directors and Directors Retiring by Rotation
During the year following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv Chadha, and Mr. Pranay Kothari (Whole Time Director).
Mr. Sanjiv Chadha retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, Mr. Pranay Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer and Mr. Ashok Kumar Gurnani, Company Secretary are the Key Managerial Personnel of the Company.
Number of meetings of the Board
During the Financial Year 2017-18, five meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance at these meetings are given in the Corporate Governance Report attached.
A separate meeting of the Independent Directors was held on July 25, 2017 and on August 14, 2018, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for Independent Directors prescribed in Schedule IV of the Act.
Policy on Directors Appointment and Remuneration
The Nomination and Remuneration Committee (NRC) constituted by the Board of Directors has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the company, balanced and maturity of judgement, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organisation.
While selecting or recommending appointment of any Director, NRC shall have regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and Non-Executive Directors and Independent and Non-Independent Directors and gender diversity.
Appointment of Independent Directors must satisfy the criteria laid down under the Act and Listing and other Regulations.
Components of remuneration for Executive Directors would include normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the company. The appointment and overall remuneration as far as possible be within the statutory ceilings and subject to requisite approvals of the Members of the Company and Central Government, if required.
Non-executive directors would be entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board of Directors keeping in view the ceiling prescribed under the Act or Rules framed there under. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company subject to requisite approval of the Board and Members.
Board, Committees and Directors Evaluation
The Board of Directors has carried out an annual evaluation of the performance of the Board, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under SEBI (LODR) Regulations, 2015.
The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:
a) Degree of achievement of key responsibilities.
b) Structure and Composition.
c) Establishment and delineation of responsibilities to Committees.
d) Effectiveness of Board processes, information and functioning.
e) Board culture and dynamics.
f) Quality of relationship between Board and Management.
g) Efficacy of communication with external stakeholders.
The performance of individual directors was evaluated on following criteria:
a) Participation at Board/ Committee Meetings.
b) Knowledge and Skill.
c) Managing Relationships.
d) Personal Attributes.
Independent Directors of the Company in a separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.
Managerial Remuneration
Disclosures pertaining to Managerial Remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure A and B as also in the Corporate Governance Report.
Board Committees
Pursuant to the requirements under the Act and SEBI (LODR) Regulations, 2015, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholderâs Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.
Audit Committee
The Audit Committee comprised of Mr. Brij Kishore Soni, Independent Director (Chairman), Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Jitender Balakrishnan, Independent Directors.
Mr. Suresh Inderchand Surana ceased to be member of Audit Committee w.e.f. June 11, 2018 upon his resigning from the Board.
The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report.
The Board of Directors has accepted all the recommendations of the Audit Committee.
Corporate Social Responsibility (CSR) Initiatives
The Board of Directors has constituted a CSR Committee comprising of Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh Inderchand Surana and formulated CSR Policy of the Company. In compliance with the requirements of Companies Act and Listing Regulations.
Dr. Suresh Inderchand Surana ceased to be member of the Committee w.e.f. June 11, 2018, upon his resigning from the Board.
Corporate Social Responsibility Report pursuant to Section 134(3) (o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as Annexure C.
The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance Report attached.
Corporate Governance
Corporate Governance Report forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 is attached.
Whistle Blower Policy - Vigil Mechanism
The Company has formulated Whistle Blower Policy in line with the provisions of sub-section 9 and 10 of Section 177 of the Act and SEBI (LODR) Regulations, 2015. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct.
A copy of the Policy is available on the website of the Company at www.polyplex.com.
Auditors Statutory Auditors
In accordance with the provisions of the Companies Act, 2013 and Rules made there under S S Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 32nd Annual General Meeting held on September 11, 2017 until the conclusion of 37th Annual General Meeting.
The Auditors Report on the Financial Statements of the Company for the Financial Year 2017-18 to the Members is part of Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.
Internal Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2018-19.
Cost Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212) as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2018-19. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members.
Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.
Secretarial Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. R S M & Co., Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2017-18 pursuant to the provisions of Section 204 of the Act and Rules made there under. Secretarial Audit Report received from them is annexed herewith and marked as Annexure D.
There are no qualifications or observations or other remarks in the Secretarial Audit Report.
Other Statutory Information
Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E .
Particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure A and B.
Extract of Annual Return
An extract of the Annual Return in Form MGT-9 is given in Annexure F. This is also being posted on Companyâs website www.polyplex.com.
Related Party Transactions
None of the transactions with any of related parties were in conflict with the Companyâs interest. Prescribed disclosure as required by the Accounting Standard (AS) 18 has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are not applicable to such transactions.
The Related Party Transactions Policy as approved by the Board is available on the website of the Company at www.polyplex.com.
Risk Management
A detailed note has been provided under the Management Discussion and Analysis Report.
Internal Financial Control
The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Enterprise Risk Management Policy. In the opinion of Board Internal Financial Controls affecting the financial statements are adequate and are operating effectively.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Companyâs operations in future.
Human Resources
Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to conducive work culture for its employees.
To reinforce core values and belief of the Company, various policies for employeesâ empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.
Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed pursuant to the said Policy/Act.
Listing of Shares and Depository System
Your Companyâs equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.
Your Companyâs equity shares are being traded in âdematâ form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.
Shareholders are advised to get their physical shares dematerialized at the earliest and update their Income Tax Permanent Account Number and Bank details in the records of the Company by furnishing the requisite information either to the Company or its Registrar and Transfer Agent, if not already updated.
Acknowledgement
Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions, Bankers and the Auditors of the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.
For and on behalf of the Board
Sd/-
Place : Noida Sanjiv Saraf
Date : August 14, 2018 Chairman
Mar 31, 2017
Your Directors have pleasure in submitting the Thirty-second Annual Report together with Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2017.
Financial Highlights and Operations
During the year working results of the Company were as under:
a) Standalone Working Results (RS, in Lacs)
Particulars |
2016-171 |
2015-16 |
Total Income (Net of Excise Duty) |
97,678.48 |
98,659.92 |
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional Items |
10,955.41 |
10,778.15 |
Less : Finance Costs |
743.76 |
821.07 |
Less : Depreciation and Amortization |
5,831.14 |
6,464.82 |
Profit before Tax and Exceptional Item |
4,380.51 |
3,492.26 |
Less: Exceptional Item - (Gain)/Loss |
-- |
996.00 |
Profit before tax but after exceptional item |
4,380.51 |
2,496.26 |
Less/(Add): Tax expense and prior period adjustment |
741.14 |
(198.92) |
Profit after Tax (PAT) |
3,639.37 |
2,695.18 |
Appropriations: |
||
Transfer to General Reserve |
100.00 |
269.52 |
Interim Dividend paid during the year |
959.54 |
--- |
Final Dividend Proposed |
1279.38 |
959.54 |
b) Consolidated Working Results (Under Indian GAAP) (RS, in Lacs)
Particulars |
2016-171 |
2015-16 |
Total Income (Net of Excise Duty) |
3,30,443.00 |
3,23,561.61 |
Profit before Finance Cost, Depreciation and Amortization and Tax and Exceptional Items |
54,488.34 |
38,685.57 |
Less : Finance Costs |
3,542.27 |
4,807.91 |
Less : Depreciation and Amortization |
20,216.28 |
20,895.56 |
Profit/ (Loss) before Tax and Exceptional Item |
30,729.79 |
12,982.10 |
Less : Exceptional Item - (Gain) /Loss |
(5,627.95) |
6,565.82 |
Profit/ (Loss) before tax but after exceptional item |
36,357.74 |
6,416.28 |
Provision for tax and prior period adjustment |
1,246.26 |
4,791.59 |
Profit/ (Loss) after Tax before Minority Interest |
35,111.48 |
1,624.69 |
Less/ (Add) : Minority Interest: |
12,967.91 |
(1,279.14) |
Profit/ (Loss) after tax and Minority Interest |
22,143.57 |
2,903.83 |
Earnings Per Share (of C10/- Each) (C) (Basic & Diluted) |
69.23 |
9.08 |
Year in Retrospect
During the year under review, total income declined from RS,98,659.92 Lacs to RS,97,678.48 Lacs, due to softening of selling prices despite increase in sales volume. Profit after Tax for the year was higher at RS,3,639.37 Lacs as compared to RS,2,695.18 Lacs during the preceding year.
During the year under review, consolidated total income increased from RS,3,23,561.61 Lacs to RS,3,30,443.00 Lacs. Profit after Tax and Minority Interest increased to RS,22,143.57 Lacs as compared to RS,2,903.83 Lacs in the preceding year.
Dividend and Transfer to Reserves
During the year Board of Directors have declared and paid an Interim dividend at the rate of RS,3.00 per share.
Your Board of Directors have proposed a Final Dividend at the rate of RS,4.00 per share, which would be paid after its declaration by the members at the ensuing Annual General Meeting.
A sum of RS,100 Lacs from the current year''s profit has been transferred to General Reserves.
The Board of Directors has on voluntary basis formed a Dividend Distribution Policy and the same is available on the website of the Company at www.polyplex.com.
Changes in the nature of business, if any
There is no change in the nature of business of your company during the year under review.
Material Changes and Commitments
No material changes and commitments affecting the financial position of your Company have occurred between the end of the Financial Year of the company to which Financial Statements relate and on the date of this report.
Management Discussion and Analysis Report
As required by Regulation 34 read with Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {''SEBI (LODR) Regulations, 2015''}, a detailed ''Management Discussion and Analysis Report'' (MDA) is attached as a separate section forming part of the Annual Report.
More details on operations and a view on the outlook for the current year are also given in the ''Management Discussion and Analysis Report.
Subsidiary Companies
During the year Company had following subsidiaries/ step-down subsidiaries whose performance are included in the Consolidated Financial Statements viz. Polyplex (Thailand) Public Company Limited, Thailand, Polyplex Trading (Shenzhen) Co. Ltd., China, EcoBlue Limited, Thailand, Polyplex (Asia) Pte. Ltd., Singapore, Polyplex (Singapore) Pte. Ltd., Singapore , Polyplex Europa Polyester
Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe B.V., Netherlands, PAR LLC., USA, Polyplex America Holdings Inc., USA and Polyplex USA LLC., USA.
Peninsula Beverages and Foods Company Private Limited (PBFCPL) ceased to be subsidiary of the Company w.e.f. February 13, 2017.
As required by Section 129 of the Companies Act, 2013, (''the Act'') and other applicable laws Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with applicable Accounting Standard(s) issued by Institute of Chartered Accountants of India (ICAI), form part of the Annual Report.
Highlights of performance of Subsidiary Companies and their contribution to the overall performance of the Company during the period under report are discussed in MDA and Form AOC-I, which forms part of the Annual Report.
The Financial Statement of the Subsidiary Companies will be made available on request.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the respective notes attached to Financial Statements.
During the year, Polyplex (Thailand) Public Company Limited, Thailand, made ''Rights'' offering of ordinary shares of Baht 1 each at an offering price of Baht 6.40 per share, in which your Company and its wholly owned subsidiary viz. Polyplex (Asia) Pte. Limited, Singapore, participated and consequent upon issue of ''Rights'' shares and purchase of shares from market, effective stake of your Company in Polyplex (Thailand) Public Company Limited increased from 51.00% to 54.08%. However as at year end, your Company''s stake was at 51% as Polyplex (Asia) Pte. Ltd. has sold part of its stake post Rights Issue.
Deposits from public
The Company has not accepted any deposits from public during the Financial Year 2016-17. There were no unclaimed deposits as at March 31, 2017.
Directors'' Responsibility Statement
As required under Section 134(3)(c) of the Act, in relation to the Financial Statements for the Financial Year 2016-17, the Board of Directors state that: -
i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii) The Directors have selected 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 as on March 31, 2017 and of the profit of the Company for the year ended on March 31, 2017;
iii) The Directors have 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) Annual accounts have been prepared on a ''going concern'' basis;
v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
Independent Directors and Declaration by Independent Directors
During the year, five Independent Directors viz. Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Ranjit Singh (w.e.f. May 12, 2016) served on the Board of the Company.
All the Independent Directors have given the requisite declaration that they meet the criteria of independence as prescribed under the Act and SEBI (LODR) Regulations, 2015.
Non-Independent Directors and Directors Retiring by Rotation
During the year following Non-Independent Directors (including one Whole Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv Chadha, Mr. Rakesh Awasthi (upto May 3, 2016) and Mr. Pranay Kothari (Whole Time Director).
Mr. Rakesh Awasthi ceased to be a director of the Company w.e.f. May 3, 2016 consequent upon withdrawal of his nomination by IDBI Bank Ltd.
Mr. Sanjiv Saraf, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, Mr. Pranay Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer and Mr. Ashok Kumar Gurnani, Company Secretary are the Key Managerial Personnel of the Company.
Number of meetings of the Board
During the Financial Year 2016-17, six meetings of the Board were held and the gap between two consecutive meetings was not more than 120 days. Details about the attendance at these meetings are given in the Corporate Governance Report attached.
A separate meeting of the Independent Directors was held on July 25, 2017, without the attendance of non-independent directors and members of management pursuant to the provisions of Code for
Independent Directors prescribed in Schedule IV of the Act.
Policy on Directors Appointment and Remuneration
The Nomination and Remuneration Committee (NRC) constituted by the Board of Directors has laid down the criteria and process of identification/ appointment of Directors and payment of remuneration. These include possession of requisite qualification, experience, ethics, integrity and values, absence of conflict with present or potential business operations of the company, balanced and maturity of judgment, willingness to devote sufficient time and energy, high level of leadership, vision and ability to articulate a clear direction for an organization.
While selecting or recommending appointment of any Director, NRC shall have regard to the total strength of the Board prescribed under the Articles of Association and the Act, composition of the Board with respect to Executive and Non-Executive Directors and Independent and Non-Independent Directors and gender diversity.
Appointment of Independent Directors must satisfy the criteria laid down under the Act and Listing and other Regulations.
Components of remuneration for Executive Directors would include normal Salary structure including perquisites as applicable to senior employees as per policies / schemes of the Company. The appointment and overall remuneration as far as possible be within the statutory ceilings and subject to requisite approvals of the Members of the Company and Central Government, if required.
Non-executive directors would be entitled to payment of sitting fee for attending a meeting of the Board or Committee thereof of such amount as may be approved by the Board of Directors keeping in view the ceiling prescribed under the Act or Rules framed there under. Further, Non-executive directors may also be paid commission up to 1% of the Net Profits of the Company subject to requisite approval of the Board and Members.
Board, Committees and Directors Evaluation
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements prescribed under SEBI (LODR) Regulations, 2015.
The performance of the Board and Committees was evaluated by the Board after seeking inputs from all the directors on the basis of following criteria:
a) Degree of achievement of key responsibilities.
b) Structure and Composition.
c) Establishment and delineation of responsibilities to Committees.
d) Effectiveness of Board processes, information and functioning.
e) Board culture and dynamics.
f) Quality of relationship between Board and Management.
g) Efficacy of communication with external stakeholders.
The performance of individual directors was evaluated on following criteria :
a) Participation at Board/ Committee Meetings.
b) Knowledge and Skill.
c) Managing Relationships.
d) Personal Attributes.
Independent Directors of the Company in a separate meeting reviewed the performance of non-independent directors and the Board as a whole and as also the performance of Chairperson of the Company.
Managerial Remuneration
Disclosures pertaining to Managerial Remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure A and B as also in the Corporate Governance Report.
Board Committees
Pursuant to the requirements under the Act and SEBI (LODR) Regulations, 2015, the Board of Directors have constituted various committees of Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference of these committees are mentioned in the Corporate Governance Report.
Audit Committee
The Audit Committee comprised of Mr. Brij Kishore Soni, Independent Director (Chairman), Mr. Rakesh Awasthi, Nominee Director of IDBI Bank Ltd. (up to May 3, 2016), Dr. Suresh Inderchand Surana, Ms. Pooja Haldea and Mr. Jitender Balakrishnan (w.e.f. December 15, 2016), Independent Directors.
Mr. Rakesh Awasthi ceased to be director and member of Audit Committee w.e.f. May 3, 2016, consequent upon withdrawal of his nomination from the Board by IDBI Bank Ltd., Mr. Jitender Balakrishnan was appointed as member of the Audit Committee w.e.f. December 15, 2016.
The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance report.
The Board of Directors has accepted all the recommendation of the Audit Committee.
Corporate Social Responsibility (CSR) Initiatives
The Board of Directors has constituted a CSR Committee comprising of Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh Inderchand Surana and formulated CSR Policy of the Company.
Corporate Social Responsibility Report pursuant to Section 134(3)(o) of the Act and Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report and is marked as Annexure C.
The details of the number of meetings held and attendance of members thereof are provided in detail in the Corporate Governance Report attached.
Corporate Governance
Corporate Governance Report forms part of this Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015 is attached.
Whistle Blower Policy - Vigil Mechanism
The Company has formulated Whistle Blower Policy in line with the provisions of sub-section 9 and 10 of Section 177 of the Act and SEBI (LODR) Regulations, 2015. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.
A copy of the Policy is available on the website of the Company at www.polyplex.com.
Auditors
Statutory Auditors
In terms of provisions of Section 139(2) of Companies Act, 2013 and Rules made there under, the term of M/s. Lodha & Co., Chartered Accountants, (Firm Registration No. 301051E), as Statutory Auditors of the Company expires at the conclusion of ensuing Annual General Meeting and they are not eligible to be re-appointed as they have already held the office of Auditor for the maximum number of years provided under the Companies Act, 2013 and Rules made there under.
The Board of Directors of the Company on the recommendation of the Audit Committee, have proposed appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) as the Statutory Auditors of the Company for a term of five years from the conclusion of ensuing Annual General Meeting. Accordingly, a resolution, proposing appointment of M/s.
S S Kothari Mehta & Co., Chartered Accountants, as the Statutory Auditors of the Company, forms part of the agenda of the ensuing Annual General Meeting. M/s. S S Kothari Mehta & Co., Chartered Accountants, have confirmed their eligibility and consent to the proposed appointment.
The Auditors Report on the Financial Statements of the Company for the Financial Year 2016-17 to the Members is part of Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.
Your Board of Directors place on record their appreciation for the services provided by M/s. Lodha & Co., Chartered Accountants to the Company and Management.
Internal Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Jain Pramod Jain & Co., Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2017-18.
Cost Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. Sanjay Gupta & Associates, Cost Accountants (Firm Registration No. 000212) as Cost Auditors to audit the Cost Records of the Company for the Financial Year 2017 18. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members. Accordingly, a resolution seeking ratification of the remuneration payable to the said Auditors has been included in the Notice convening the ensuing Annual General Meeting.
Secretarial Auditors
The Board of Directors on the recommendations of the Audit Committee have reappointed M/s. R S M & Co., Company Secretaries, New Delhi, as Secretarial Auditors of the Company for the Financial Year 2016-17 pursuant to the provisions of Section 204 of the Act and Rules made there under. Secretarial Audit Report received from them is annexed herewith and marked as Annexure D.
There are no qualifications or observations or other remarks in the Secretarial Audit Report.
Other Statutory Information
Details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure E .
Particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure A and B.
Extract of Annual Return
An extract of the Annual Return in Form MGT-9 is given in Annexure F.
Related Party Transactions
None of the transactions with any of related parties were in conflict with the Company''s interest. Prescribed disclosure as required by the Accounting Standard (AS) 18 has been made in the notes to the Financial Statements. All related party transactions are negotiated on an arms-length basis and are in the ordinary course of business. Therefore, the provisions of Section 188(1) of the Act are not applicable to such transactions.
The Related Party Transactions Policy as approved by the Board is available on the website of the Company at www.polyplex.com.
Risk Management
A detailed note has been provided under the Management Discussion and Analysis Report.
Internal Financial Control
The Company has laid down well defined and documented Internal Financial Controls. The Company has an overall framework for managing the risks in terms of the Enterprise Risk Management Policy. In the opinion of Board Internal Financial Controls affecting the financial statements are adequate and are operating effectively.
Significant and material orders
There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and Company''s operations in future.
Human Resources
Your Company is committed towards creation of opportunities for its employees that help attract, retain and develop a diverse workforce. Your Company lays due importance to a conducive work culture for its employees.
To reinforce core values and belief of the Company, various policies for employees'' empowerment have been framed to enrich their professional, personal and social life. In addition to above, Company has also laid down Code of Conduct for Directors and Senior Management Personnel and Whistle Blower Policy.
Company has also laid down a Policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed pursuant to the said Policy/Act.
Listing of Shares and Depository System
Your Company''s equity shares are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.
Your Company''s equity shares are being traded in ''demat'' form since April 30, 2001. Shareholders of the Company who are still holding shares in physical form are advised to get their physical shares dematerialized by opening an account with one of the Depository Participants.
Acknowledgement
Your Directors wish to place on record their appreciation of the wholehearted and sincere cooperation the Company has received from the various departments of Central/State Governments, Financial Institutions, Bankers and the Auditors of the Company. Your Directors also wish to place on record their appreciation of the dedicated and sincere services rendered by the employees of the Company.
For and on behalf of the Board
Place: Noida Sanjiv Saraf
Date: July 25, 2017 Chairman
Mar 31, 2015
The Directors have pleasure in submitting the Thirtieth Annual Report
and Financial Statements for the year ended March 31, 2015.
FINANCIAL HIGHLIGHTS AND OPERATIONS
During the year Standalone performance of the Company was as under:
(Rs. in Lacs)
Particulars 2014-15 2013-14
Gross Revenue 1,06,949.55 1,14,146.20
Profit before Finance Cost,
Depreciation & Amortization
and Tax and
Exceptional Items 11,593.09 11,702.99
Less : Finance Costs 1,620.42 2,019.33
Less : Depreciation & Amortization 7,688.93 7,321.72
Profit before Tax and
Exceptional Item 2,283.74 2,361.94
Add: Exceptional Item- Gain/ (Loss) - -
Profit before tax but
after exceptional item 2,283.74 2,361.94
Less/(Add):Tax expense &
prior period adjustment 289.92 (898.78)
Profit after Tax (PAT) 1,993.82 3,260.72
Add : Surplus brought forward 28,806.59 26,621.28
Add: Corporate Dividend
Tax written back 108.72 -
Profit available for
Appropriations 30,909.13 29,882.00
Appropriations:
Transfer to General Reserve 199.38 327.00
Proposed Final Dividend 799.62 639.69
Corporate Dividend Tax 27.90 108.72
Balance surplus carried
to Balance Sheet 29,882.23 28,806.59
Consolidated Working Results (Under Indian GAAP)
(Rs. in Lacs)
Particulars 2014-15 2013-14
Gross Revenue 3,32,206.84 3,20,930.10
Profit before Finance Cost,
Depreciation & Amortization
and Tax and
Exceptional Items 40,207.36 12,894.39
Less : Finance Costs 5,587.66 5,398.50
Less : Depreciation & Amortization 21,575.60 19,151.59
Profit/ (Loss) before Tax
and Exceptional Item 13,044.10 (11,655.70)
Add : Exceptional Item -
Gain /(Loss) (4,774.79) -
Profit/ (Loss) before tax
but after exceptional item 8,269.31 (11,655.70)
Provision for tax & prior
period adjustment 494.38 (6,453.40)
Profit/ (Loss) after Tax
before Minority Interest 7,774.93 (5,202.30)
Less : Minority Interest 3,980.19 (4,518.91)
Profit/ (Loss) after tax and
Minority Interest 3,794.74 (683.39)
Earnings Per Share
(of Rs.10/- Each) (Rs.) (Basic) 11.86 (2.14)
Earnings Per Share (of Rs.10/-
Each) (Rs.) (Diluted) 11.86 (2.14)
Year in Retrospect
During the year under review revenues (Net of Excise Duty) declined
from Rs. 1,11,864 Lacs to Rs. 1,05,203 Lacs, due to softening of the
raw material prices from second half onwards, while maintaining
capacity utilization at the same levels. In terms of requirements of
Schedule II of Companies Act, 2013, the useful life of existing fixed
assets was revised and additional depreciation of Rs. 980 Lacs has been
charged to Profit & Loss Account. Profit after Tax for the year was
lower at Rs. 1994 Lacs as compared to Rs. 3,261 Lacs (including
reversal of deferred tax of Rs. 863 Lacs) during the preceding year.
During the year Company commissioned Off-line Coater at Bazpur and Rice
Husk Heater at Khatima and twin screw extruder at aggregate capital
expenditure of Rs. 4,987 Lacs.
During the year under review consolidated operations increased from Rs.
3,17,223 Lacs to Rs. 3,20,416 Lacs (Net of Excise Duty). Increase in
revenue is mainly attributable to ramp up of capacity at Thailand and
US locations for film plants and simultaneous decline in raw material
prices. During the year there is Foreign Exchange Fluctuation Gain of
Rs. 7,858 Lacs as against Foreign Exchange Fluctuation Loss of Rs.
6,725 Lacs during the previous year. In addition, there is an
exceptional loss of Rs. 4,775 Lacs on account of sale of 100% stake in
Polyplex Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey, by
subsidiaries. Profit after Tax (after minority interest) is Rs. 3,795
Lacs as against Loss of Rs. 683 Lacs in the preceding year.
Dividend and Transfer to Reserves
Your Board has recommended a Final Dividend of Rs. 2.50 per share,
which would be paid after its declaration by the members in the ensuing
Annual General Meeting.
The Board of Directors have transferred a sum of Rs.199.38 Lacs from
the current year's profit to General Reserves.
Change in the nature of business, if any
There is no change in the nature of business of your company during the
year under review.
Material Changes and Commitments
There are no material changes and commitments affecting the financial
position of your Company have occurred between the end of the financial
year of the company to which financial statements relate and on the
date of this report.
Management Discussion and Analysis Report
As required by clause 49 of the Listing Agreement with
the Stock Exchanges, a detailed 'Management Discussion & Analysis
Report' (MDA) is presented in a separate section forming part of the
Annual Report.
More details on operations and a view on the outlook for the current
year are given in the 'Management Discussion & Analysis Report', which
forms part of the Annual Report.
Subsidiary Companies
During the year Company had following subsidiaries/ step-down
subsidiaries whose performance are included in the consolidated
financial statement viz. Polyplex (Thailand) Public Company Limited,
Thailand, EcoBlue Limited, Thailand, Polyplex (Asia) Pte. Ltd.,
Singapore, Polyplex (Singapore) Pte. Ltd., Singapore , Polyplex Europa
Polyester Film Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex
Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey, Polyplex Paketleme
Cozumlere Sanayi Ve Tickaret Anonim Sirketi, Turkey, Polyplex Europe
B.V., Netherlands, PAR LLC, USA, Polyplex America Holdings Inc., USA,
Polyplex USA LLC. USA, Polyplex Trading (Shenzhen) Co., Ltd. China and
Peninsula Beverages and Foods Company Private Limited.
Polyplex Resins Sanayi Ve Ticaret Anonim Sirketi, Turkey ceased to be a
subsidiary during the year w.e.f. 2nd March, 2015.
As required by Section 129 of the Companies Act, 2013, and other
applicable Laws, Consolidated Financial Statement of the Company and
its subsidiaries are prepared in accordance with applicable Accounting
Standard(s) issued by Institute of Chartered Accountants of India
(ICAI) of India, forms part of the Annual Report. A separate statement
containing the salient features of the Financial Statements of the
subsidiary companies in Form AOC-I is attached to the Financial
Statements and forms part of the Annual Report.
Performance of various subsidiaries is discussed in detail in MDA.
The Financial Statement of the subsidiary companies will be made
available on request and will also be kept at the Registered Office of
the Company for inspection by any member of the Company.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 ('the Act') are
given in the notes attached to Financial Statements.
Deposits from public
The Company has not accepted any deposit from public during the
financial year 2014-2015. There were no unclaimed deposits as at March
31, 2015.
Directors' Responsibility Statement
As required under Section 134(3) of the Act, in relation to the
Financial Statements for the Financial Year 2014- 15, the Board of
Directors state that :- i) In the preparation of the annual accounts,
the applicable accounting standards have been followed and there are no
material departures;
ii) The Directors have selected 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 as on March 31, 2015 and of the profit of the Company
for the year ended on March 31, 2015;
iii) The Directors have 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) Annual accounts have been prepared on a 'going concern' basis;
v) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Independent Directors and Declaration by Independent Directors
During the year four Independent Directors viz. Mr. Brij Kishore Soni,
Mr. Jitender Balakrishnan, Dr. Suresh Inderchand Surana and Ms. Pooja
Haldea served on the Board of the Company. All the Independent
Directors have given the requisite declaration that they meet the
criteria of independence as prescribed under the Act and Clause 49 of
the Listing Agreement.
Ms. Pooja Haldea was appointed as an Additional Director w.e.f. March
30, 2015 in the Independent Directors category and holds office upto
the ensuing Annual General Meeting. The Board of Directors on the
recommendations of Nomination and Remuneration Committee have proposed
to appoint her as an Independent Director upto March 29, 2020.
Non-Independent Directors and Directors Retiring by Rotation
During the year four Non-Independent Directors (including one Whole
Time Director) served on the Board viz. Mr. Sanjiv Saraf, Mr. Sanjiv
Chadha, Mr. Rakesh Awasthi and Mr. Pranay Kothari (WTD).
Mr. Sanjiv Saraf retires by rotation and being eligible, offers himself
for re-appointment.
Mr. Pranay Kothari's term as Whole Time Director designated as
Executive Director (KMP) is up to September 6, 2015. The Board of
Directors on the recommendations of Nomination and Remuneration
Committee have proposed to reappoint him for a term of three years
w.e.f. September 7, 2015 on the terms and conditions contained in the
resolution contained in the Notice of ensuing Annual General Meeting.
A brief resume and other relevant details of the Directors proposed to
be appointed/reappointed are given in the Explanatory Statement to the
Notice convening ensuing Annual General Meeting.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, Mr. Pranay
Kothari, Whole Time Director, Mr. Manish Gupta, Chief Financial Officer
and Mr. Ashok Kumar Gurnani, Company Secretary are the Key Managerial
Personnel of the Company.
Number of meetings of the Board
During the Financial Year 2014-15, six meetings of the Board were held
and the gap between two meetings was not more than 120 days. Details
about the attendance at these meetings are given in the Corporate
Governance Report attached.
A separate meeting of the Independent Directors was held on August 7,
2015, without the attendance of non-independent directors and members
of management.
Policy on Directors Appointment and Remuneration
The Nomination and Remuneration Committee (NRC) constituted by the
Board of Directors has laid down the criteria and process of
identification/ appointment of Directors and payment of remuneration.
These include possession of requisite qualification, experience,
ethics, integrity and values, absence of conflict with present or
potential business operations of the company, balanced and maturity of
judgment, willingness to devote sufficient time and energy, high level
of leadership, vision and ability to articulate a clear direction for
an organization.
While selecting or recommending appointment of any Director, NRC shall
have regard to the total strength of the Board prescribed under the
Articles of Association and the Act, composition of the Board with
respect to Executive and Non-Executive Directors and Independent and
Non-Independent Directors and gender diversity.
Appointment of Independent Directors must satisfy the criteria laid
down under the Act and the Listing Agreements with Stock Exchanges.
Components of remuneration for Executive Directors
would include normal Salary structure including perquisites as
applicable to senior employees as per policies / schemes of the
company. The appointment and overall remuneration as far as possible be
within the statutory ceilings and subject to requisite approvals of the
Members of the Company and Central Government, if required.
Non-executive directors would be entitled to payment of sitting fee for
attending a meeting of the Board or Committee thereof of such amount as
may be approved by the Board of Directors keeping in view the ceiling
prescribed under the Act or Rules framed there under. Further,
Non-executive directors may also be paid commission up to 1% of the Net
Profits of the Company subject to requisite approval of the Board and
Members.
Board, Committees and Directors Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the Corporate Governance requirements
prescribed under Clause 49 of the Listing Agreements.
The performance of the Board and Committees was evaluated by the Board
after seeking inputs from all the directors on the basis of following
criteria :
a) Degree of achievement of key responsibilities.
b) Structure and Composition.
c) Establishment and delineation of responsibilities to Committees.
d) Effectiveness of Board processes, information and functioning.
e) Board culture and dynamics.
f) Quality of relationship between Board and Management.
g) Efficacy of communication with external stakeholders.
The performance of individual directors was evaluated on following
criteria :
a) Participation at Board/ Committee Meetings.
b) Knowledge and Skill.
c) Managing Relationships.
d) Personal Attributes.
Independent Directors of the Company in their separate meeting held on
August 7, 2015 reviewed the performance of non-independent directors
and the Board as a whole as also the performance of Chairperson of the
Company.
Managerial Remuneration
Disclosures pertaining to Managerial Remuneration and
other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in the Annexure A and B as also in the
Corporate Governance Report.
Board Committees
Pursuant to the requirements under the Act and Listing Agreement, the
Board of Directors have constituted various committees of Board such as
Audit Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee and Corporate Social Responsibility Committee.
The details of composition and terms of reference of these committees
are mentioned in the Corporate Governance Report.
Audit Committee
The Audit Committee comprises of Mr.Brij Kishore Soni, Independent
Director (Chairman), Mr. Rakesh, Awasthi Nominee Director of IDBI Bank
Ltd., Dr. Suresh Inderchand Surana and Ms. Pooja Haldea, Independent
Directors. The Board of Directors have accepted all the recommendation
of the Audit Committee.
The details of the number of meetings held and attendance of members
thereof are provided in detail in the Corporate Governance report
attached.
Corporate Social Responsibility (CSR) Initiatives
The Board of Directors has constituted a CSR Committee comprising of
Mr. Sanjiv Saraf (Chairman), Mr. Brij Kishore Soni and Dr. Suresh
Inderchand Surana and formulated CSR Policy of the Company.
Corporate Social Responsibility Report pursuant to Section 134(3)(o) of
the Act and Rule 9 of Companies (Corporate Social Responsibility
Policy) Rules, 2014 forms part of this Report and is marked as Annexure
C.
The details of the number of meetings held and attendance of members
thereof are provided in detail in the Corporate Governance report
attached.
Corporate Governance
Corporate Governance Report forms part of this Annual Report.
Certificate of the Auditors regarding compliance with the conditions of
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is attached.
Whistle Blower Policy  Vigil Mechanism
The Company has formulated Whistle Blower Policy in line with the
provisions of the Sub-sections 9 and 10 of Section 177 of the Act and
the Clause 49 of the Listing Agreement. This Policy establishes a vigil
mechanism for Directors and employees to report genuine concerns
regarding unethical behavior, actual or suspected fraud or violation of
the Company's Code of Conduct.
A copy of the Policy is available on the website of the Company at
www.polyplex.com.
AUDITORS
Statutory Auditors
The Company's Auditors M/s. Lodha & Co., Chartered Accountants, (Firm
Registration No. 301051E) retire at the forthcoming Annual General
Meeting. A certificate from the said Auditors has been received to the
effect that they are eligible to act as Auditors of the Company under
Section 141 of the Act read with Rules made there under. Based on the
recommendations of the Audit Committee, your Directors recommend the
appointment of M/s. Lodha & Co., Chartered Accountants, as Auditors of
the Company from the conclusion of the ensuing Annual General Meeting
until the conclusion of the next Annual General Meeting.
In the Auditors Report to the members for the year 2014-15 there are no
qualifications, reservations or adverse remarks or disclaimers
requiring any explanation.
Internal Auditors
The Board of Directors on the recommendations of the Audit Committee
have approved the reappointment of M/s. Jain Pramod Jain & Co.,
Chartered Accountants as the Internal Auditors of the Company for the
Financial Year 2015-16.
Cost Auditors
The Board of Directors on the recommendations of the Audit Committee
have approved the appointment of M/s. Sanjay Gupta & Associates, Cost
Accountants as Cost Auditors to audit the Cost Records of the Company
for the Financial Year 2015-16 in respect of products manufactured by
the Company falling under Central Excise Tariff Heading 3907 and 3920.
In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditor is required to be ratified
by the Members. Accordingly, a resolution seeking ratification of the
remuneration payable to M/s Sanjay Gupta & Associates by the members
has been included in the Notice convening the 30th Annual General
Meeting.
Secretarial Auditors
The Board of Directors have approved the appointment of M/s. R S M &
Co., Company Secretaries, New Delhi, as Secretarial Auditors of the
Company for the Financial Year 2014-15. Secretarial Audit Report
received from them is annexed herewith as attached and marked as
Annexure D.
There are no qualifications or observations or other remarks in the
Secretarial Audit Report.
Other Statutory Information
Details relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo prescribed under Section 134(3)(m)
of the Act read with Companies (Accounts) Rules, 2014 are given in
Annexure E.
Particulars of employees as required to be furnished pursuant to
Section 197(12) of the Companies Act, 2013, read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, are
given in the Annexure A and B.
Extract of Annual Return
The extract of the Annual Return in Form MGT-9 is given in Annexure F.
Related Party Transactions
None of the transactions with any of related parties were in conflict
with the Company's interest. Suitable disclosure as required by the
Accounting Standard (AS) 18 has been made in the notes to the Financial
Statements. All related party transactions are negotiated on an
arms-length basis and are in the ordinary course of business.
Therefore, the provisions of Section 188(1) of the Act are not
applicable.
The Related Party Transactions Policy as approved by the Board is
available on the website of the Company at www.polyplex.com.
The details of the transactions with Related Parties are provided in
the accompanying financial statements.
Risk Management
A detailed note has been provided under the Management Discussion and
Analysis Report.
Internal Financial Control
The Company has laid down well defined and documented Internal
Financial Controls. The Company has an overall framework for managing
the risks in terms of the Enterprise Risk Management Policy. In the
opinion of Board Internal Financial Controls affecting the financial
statements are adequate and are operating effectively.
Significant and material orders
There are no significant and material orders passed by the regulators
or courts or tribunals during the year impacting the going concern
status and Company's operations in future.
Human Resources
Your Company is committed towards creation of opportunities for its
employees that help attract, retain and develop a diverse workforce.
Company lays due importance to conducive work culture for its
employees.
To reinforce core values and belief of the Company, various policies
for employees' empowerment have been framed to enrich their
professional, personal and social life. Company has also laid down Code
of Conduct for Directors and Senior Management Personnel, Whistle
Blower Policy.
Company has also laid down a Policy under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year no complaint was filed pursuant to the said policy/that
Act.
Listing of Shares and Depository System
Your Company's equity shares are listed on the BSE Ltd. and the
National Stock Exchange of India Ltd.
Your Company's equity shares are being traded in 'demat' form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialized by opening an account with one of the Depository
Participants.
Acknowledgement
Your Directors wish to place on record their appreciation of the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation of the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Place : Noida Sanjiv Saraf
Date : August 14, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors have pleasure in submitting the Twenty-ninth Annual
Report and Audited Accounts for the year ended March 31, 2014.
1. Financial Highlights and Operations
The stand-alone financial performance of the Company for the year ended
March 31, 2014 is summarized below:
(Rs. in Lacs)
Particulars 2013-14 2012-13
Gross Revenue 1,14,146.20 99,673.57
Profit before Finance Cost, Depreciation
& Amortisation and Tax and
Exceptional Items 11,702.99 10,327.95
Less : Finance Costs 2,019.33 2,170.68
Less : Depreciation & Amortisation 7,321.72 7,785.41
Profit before Tax and Exceptional Item 2,361.94 371.86
Add: Exceptional Item- Gain/ (Loss) -- 116.13
Profit before tax but after exceptional
item 2,361.94 487.99
Tax expense & prior period adjustment (898.78) (23.50)
Profit after Tax (PAT) 3,260.72 511.49
Add : Surplus brought forward 26,621.28 27,121.33
Profit available for Appropriations 29,882.00 27,632.82
Appropriations:
Transfer to General Reserve 327.00 52.00
Proposed Final Dividend 639.69 959.54
Corporate Dividend Tax 108.72 -
Balance surplus carried to Balance Sheet 28,806.59 26,621.28
2. Consolidated Working Results (Under Indian GAAP)
(Rs. in Lacs)
Paticulars 2013-14 2012-13
Gross Revenue 3,20,930.10 2,59,826.63
Profit before Finance Cost,
Depreciation & Amortisation and Tax and
Exceptional Items 12,894.39 25,099.55
Less : Finance Costs 5,398.50 3,233.64
Less : Depreciation & Amortisation 19,151.59 14,995.40
Profit/(Loss) before Tax and Exeptional
Item (11,655.70) 6,870.51
Add : Exceptional Item - Gain /(Loss) - -
Profit/(Loss) before tax but after
exceptional item (11,655.70) 6,870.51
Provision for tax & prior period
adjustment (6,453.40) 241.21
Profit/(Loss) after Tax before Minority
Interest (5,202.30) 6,629.30
Less : Minority Interest (4,518.91) 4,506.04
Profit/(Loss) after tax and Minority
Interest (683.39) 2,123.26
Earnings Per Share of Rs.10/- Each
(Rs.) (Basic) (2.14) 6.64
Earnings Per Share of Rs.10/- Each
(Rs.) (Diluted) (2.14) 6.64
3. Year in Retrospect
During the year under review, the Consolidated Gross revenue has
increased on account of additional sales volume from new production
lines at various overseas locations as well as better prices in India.
The overseas revenue has got further accentuated on conversion into INR
by the favorable exchange rate movements during the year. However,
EBITDA and net profit numbers have declined significantly due to large
unrealized foreign exchange fluctuation losses on reinstatement of long
term loans charged to profit & loss statement in overseas entities as
per local accounting guidelines and also due to the start- up of
commercial operations in various new projects which are taking time to
stabilize/ramp- up.
During the year under review, many projects have become operational
including the Thin PET film line in USA, Thick PET film with Resin
plant in Thailand and other smaller projects like Blown PP, Extrusion
Coating Line 2, and Recycling plant in Thailand and Offline Coating
plant in Turkey respectively. The Resin plant in USA has started in
July 2014.
More details on operations and a view on the outlook for the current
year are given in the ''Management Discussion & Analysis Report'', which
forms part of the Annual Report.
4. Dividend
The Board has recommended Final Dividend of Rs. 2/- per share (tax free
in the hands of shareholders), which would be paid after its
declaration by the Members in the ensuing Annual General Meeting.
5. Subsidiary Companies
A large proportion of your Company''s consolidated revenues and earnings
pertain to the investments in subsidiaries outside India. The
performance of the subsidiaries considering the business scenario
during the year has been satisfactory.
Following two companies viz Polyplex Europe B.V. registered in
Netherland and Polyplex Paketleme Cozumleri Sanayi ve Tickaret Anonim
Sirketi registered in Turkey became step-down subsidiaries during the
period under report.
In terms of General Circular No.2/2011 dated February 8, 2011, issued
by the Ministry of Corporate Affairs, Government of India, Companies
have been granted general exemption from the provisions of Section 212
of the Companies Act, 1956 from attaching accounts of its subsidiaries,
subject to fulfilment of conditions mentioned therein. In terms of the
said circular financial data is given in the Details of the Subsidiary
Companies in this report.
7. Consolidated Financial Statements
Audited Consolidated Financial Statements for the year ended March 31,
2014 under Indian GAAP are attached.
8. Directors'' Responsibility Statement
As required under Section 217 (2AA), which was introduced by the
Companies (Amendment) Act, 2000 your Directors confirm that: -
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) The Directors have selected 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 as on March 31, 2014 and of the profit of the Company
for the year ended on March 31, 2014.
iii) The Directors 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) The Directors have prepared the annual accounts on a ''going
concern'' basis.
9. Other Statutory Information
Information as required by Section 217 (1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 is attached.
Particulars of employees as required to be furnished pursuant to
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules 1975, forms part of this report. As
per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and Accounts, excluding the statement of particulars of
employees, are being sent to all the shareholders of the Company. Any
shareholder interested in obtaining a copy may write to the Company
Secretary of the Company.
10. Directors
Mr. Sanjiv Chadha retires by rotation and being eligible offers himself
for reappointment.
Mr. Brij Kishore Soni, Mr. Jitender Balakrishnan and Dr. Suresh
Inderchand Surana existing non-
executive directors on the Board of the Company, whose office was
liable to retirement by rotation and recognised as Independent
Directors as per Clause 49 of the Listing Agreement, are now proposed
to be appointed as ''Independent Directors'' as defined in Section 2(47)
pursuant to Section 149(6) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment and Qualification of Directors) Rules, 2014 as
also revised Clause 49 of the Listing Agreement, which is to come in
force with effect from October 1, 2014.
Notice convening the Annual General Meeting includes the proposal for
appointment / reappointment of Directors.
Pursuant to the Special Resolutions passed by the Members in the last
Annual General Meeting, the Company has since received the approval
from the Central Government in respect of excess remuneration paid to
Mr. Pranay Kothari, Executive Director during the Financial Year
2012-13 and approval to the payment of remuneration for the Financial
Year 2013-14.
11. Auditors
The Company''s Auditors M/s. Lodha & Co., Chartered Accountants,
(Registration No. 301051E) retires at the forthcoming Annual General
Meeting. As per the provisions of Section 139 of the Companies Act,
2013, the said Auditors are eligible to be appointed for a maximum
further period of three years. Certificate from the said Auditors has
been received to the effect that they are eligible to act as Auditors
of the Company under Section 141 of the Companies Act, 2013 read with
Rules made thereunder. Based on the recommendations of the Audit
Committee, your Directors recommend the appointment of M/s. Lodha &
Co., Chartered Accountants, as Auditors of the Company from the
conclusion of the ensuing Annual General Meeting until the conclusion
of the next Annual General Meeting.
12. Internal Auditors
Based on the recommendations of the Audit Committee the Board has
approved the reappointment of M/s. Jain Pramod Jain & Co., Chartered
Accountants as the Internal Auditors of the Company for the Financial
Year 2014-15.
13. Cost Auditors
M/s. Sanjay Gupta & Associates, Cost Accountants have completed the
audit of the Cost Accounts of the Company for the Financial Year
2013-14 in respect of products manufactured by the Company falling
under Chapter Heading 39 under the Central Excise Tariff Act, 1985.
14. Depository System
Your Company''s equity shares are being traded in ''demat'' form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialised by opening an account with one of the Depository
Participants.
15. Acknowledgement
Your Directors wish to place on record their appreciation of the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation of the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Place : Noida Sanjiv Saraf
Date : August 13, 2014 Chairman
Mar 31, 2013
The Directors have pleasure in submitting the Twenty-eighth Annual
Report and Audited Accounts for the year ended March 31, 2013.
1. Financial Highlights and Operations
The stand-alone financial performance of the Company for the year ended
March 31, 2013 is summarized below:
(Rs. in Lacs)
2012-13 2011-12
Gross Revenue 99,673.57 1,04,386.26
Profit before Finance Cost,
Depreciation & Amortisation
and Tax and
Exceptional Items 10,327.95 22,171.87
Less : Finance Costs 2,170.68 2,648.46
Less : Depreciation & Amortisation 7,785.41 7,369.85
Profit before Tax and Exceptional Item 371.86 12,153.56
Add: Exceptional Item- Gain/ (Loss) 116.13 (7078.80)
Profit before Tax but
after Exceptional Item 487.99 5,074.76
Tax expenses & prior period adjustment (23.50) (2,524.67)
Profit after Tax (PAT) 511.49 7,599.43
Add : Surplus brought forward 27,121.33 21,768.83
Profit available for Appropriations 27,632.82 29,368.26
Appropriations:
Transfer to General Reserve 52.00 760.00
Interim Dividend
Proposed Final Dividend 959.54 1,279.38
Corporate Dividend Tax 207.55
Balance surplus carried
to Balance Sheet 26,621.28 27,121.33
2. Consolidated Working Results
(Under Indian GAAP)
(Rs. in Lacs)
2012-13 2011-12
Gross Revenue 2,59,826.63 2,48,062.77
Profit before Finance Cost,
Depreciation & Amortisation and
Tax and Exceptional Items 25,099.55 46,331.35
Less : Finance Costs 3,233.64 3,383.87
Less : Depreciation & Amortisation 14,995.40 13,082.12
Profit before Tax and Exceptional Item 6,870.51 29,865.36
Add : Exceptional Item - Gain /(Loss) (11,045.78)
Profit before Tax but
after Exceptional Item 6,870.51 18,819.58
Provision for Tax & prior
period adjustment 241.21 (1,989.37)
Profit after Tax before
Minority Interest 6,629.30 20,808.95
Less : Minority Interest 4,506.04 11,410.52
Profit after Tax and Minority Interest 2,123.26 9,398.43
Earnings Per Share of Rs.10/-
Each (Rs.) (Basic) 6.64 29.38
Earnings Per Share of Rs.10/-
Each (Rs.) (Diluted) 6.64 29.38
3. Year in Retrospect
During the year under review, Company was able to maintain Consolidated
Gross revenue by increasing sales volumes despite sharp decline in
selling prices and margins in Plastic Films in comparison to the
previous year. The fall in selling prices was due to creation of new
PET film capacity globally combined with a linear and flower growth in
demand.
Consolidated Net Income (before taxes, exceptional items and minority
interest) for the year under report is Rs. 68.70 Crores as against Rs.
298.65 Crores during the previous year.
With a strong financial position on consolidated basis, the company is
in the process of commissioning several new projects in Thailand, USA
and Turkey. These new projects are expected to provide further impetus
to growth and profitability in years to come besides enabling your
Company to provide a much wider range of plastic films to its
customers.
More details on operations and a view on the outlook for the current
year are given in the ''Management Discussion & Analysis Report'', which
forms part of the Annual Report.
4. Dividend
The Board has recommended Final Dividend of Rs. 3/- per share (tax
free in the hands of shareholders), which would be paid after its
approval by the shareholders in the ensuing Annual General Meeting.
5. Subsidiary Companies
A large proportion of your Company''s consolidated revenues and earnings
pertain to the investments in subsidiaries outside India. The
performance of the subsidiaries during the year has been satisfactory.
Peninsula Beverages and Foods Company Private Limited, India, EcoBlue
Limited, Thailand and Polyplex Europe B.V., Netherlands became step-
down subsidiaries during the period under report.
Polyplex (Americas) Inc., ceased to be step-down subsidiary of the
Company upon its merger with Polyplex USA LLC w.e.f. January 31, 2013.
In terms of General Circular No.2/2011 dated February 8, 2011, issued
by the Ministry of Corporate Affairs, Government of India, Companies
have been granted general exemption from the provisions of Section 212
of the Companies Act, 1956 from attaching accounts of its subsidiaries,
subject to fulfilment of conditions mentioned therein. In terms of the
said circular financial data is given in the Details of the Subsidiary
Companies in this report.
7. Consolidated Financial Statements
Audited Consolidated Financial Statements for the year ended March 31,
2013 under Indian GAAP are attached.
8. Directors'' Responsibility Statement
As required under Section 217 (2AA), which was introduced by the
Companies (Amendment) Act, 2000 your Directors confirm that: -
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) The Directors have selected 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 as on March 31, 2013 and of the profit of the Company
for the year ended on March 31, 2013.
iii) The Directors 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) The Directors have prepared the annual accounts on a ''going
concern'' basis.
9. Other Statutory Information
Information as required by Section 217 (1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 is attached.
Particulars of employees as required to be furnished pursuant to
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules 1975, forms part of this report. As
per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and Accounts, excluding the statement of particulars of
employees, are being sent to all the shareholders of the Company. Any
shareholder interested in obtaining a copy may write to the Company
Secretary of the Company.
10. Directors
Shri Ranjit Singh ceased to be Director of the Company w.e.f. October
31, 2012 upon resignation from the services of the Company.
Shri Om Prakash Mehra ceased to be Director of the Company w.e.f.
February 14, 2013 upon resignation from the Board of the Company.
Your directors place on record their appreciation for the contribution
made by both Directors during their tenure with the Company.
IDBI Bank Limited has nominated Shri Rakesh Awasthi as its nominee in
place of Shri Ravi Kumar w.e.f. July 16, 2013.
Shri Brij Kishore Soni and Shri Jitender Balakrishnan retire by
rotation and being eligible have offered themselves for reappointment.
11. Auditors
The Company''s Auditors M/s. Lodha & Co., Chartered Accountants,
(Registration No. 301051E) retires at the forthcoming Annual General
Meeting, and have confirmed their eligibility and willingness to be
re-appointed.
12. Cost Auditors
The Board of Directors of the Company on the recommendations of Audit
Committee with the approval of Central Government have re-appointed
M/s. Sanjay Gupta & Associates, Cost Accountants to audit the Cost
Accounts of the Company for the Financial Year 2013-14 in respect of
products manufactured by the Company falling under Chapter Heading 39
under the Central Excise Tariff Act, 1985. Cost Audit Report for the
Financial Year 2012-13 is due to be filled within 180 days from the
close of the Financial Year.
13. Depository System
Your Company''s equity shares are being traded in ''demat'' form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialised by opening an account with one of the Depository
Participants.
14. Acknowledgement
Your Directors wish to place on record their appreciation of the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation of the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Place : Noida Sanjiv Saraf
Date : August 14, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in submitting the Twenty-seventh Annual
Report and Audited Accounts for the year ended March 31, 2012.
1. Financial Highlights and Operations
The standalone financial performance of the Company for the year ended
March 31, 2012 is summarized below:
(Rs. in Lacs)
2011-12 2010-11
Gross Revenue 1,04,719.54 98,720.06
Profit before Finance Cost,
Depreciation & Amortisation and
Tax and Exceptional Items 22,774.16 31,871.25
Less : Finance Costs 3,250.75 3,529.91
Less : Depreciation & Amortisation 7,369.85 3,221.42
Profit before Tax and Exceptional
Item 12,153.56 25,119.92
Add: Exceptional Item- Gain/(Loss) (7078.80) -
Profit before Tax but after
Exceptional Item 5,074.76 25,119.92
Tax expenses & prior period
adjustment (2,524.67) 7,466.70
Profit after Tax (PAT) 7,599.43 17,653.22
Add : Surplus brought forward 21,768.83 9,616.65
Profit available for Appropriations 29,368.26 27,269.87
Appropriations:
Transfer to General Reserve 760.00 1,780.00
Interim Dividend - 959.54
Proposed Final Dividend 1,279.38 2,238.92
Corporate Dividend Tax 207.55 522.58
Balance surplus carried to
Balance Sheet 27,121.33 21,768.83
2. Consolidated Working Results
(Under Indian GAAP)
(Rs. in Lacs)
2011-12 2010-11
Gross Revenue 2,48,818.49 2,46,034.72
Profit before Finance Cost,
Depreciation & Amortisation and
Tax and Exceptional Items 47,087.07 90,962.47
Less : Finance Costs 4,139.59 4,734.18
Less : Depreciation & Amortisation 13,082.12 8,387.28
Profit before Tax and Exceptional
Item 29,865.36 77,841.01
Add : Exceptional Item -
Gain/(Loss) (11,045.78) 63,687.01
Profit before Tax but after
Exceptional Item 18,819.58 1,41,528.02
Tax expenses & prior period
adjustment (1,989.37) 7,874.39
Profit after Tax before
Minority Interest 20,808.95 1,33,653.63
Less : Minority Interest 11,410.52 28,096.69
Profit after Tax and Minority
Interest 9,398.43 1,05,556.94
Earnings Per Share of
Rs. 10/- Each (Rs.) (Basic) 29.38 330.03
Earnings Per Share of
Rs. 10/- Each (Rs.) (Diluted) 29.38 330.03
3. Year in Retrospect
During the year under review, Company was able to maintain Consolidated
Gross revenue by increasing sales volume despite sharp decline in
selling prices and margins in PET Films in comparison to the
exceptionally higher prices witnessed during the Previous Year. The
fall in selling prices was due to creation of new PET Film capacity
globally as also the ban imposed on usage of plastic films for
packaging of Gutka and Pan Masala in India.
Consolidated Net Income (before taxes, exceptional items and minority
interest) for the year under report Rs. 298.65 Crores as against Rs.
778.41 Crores during the Previous Year.
With a much stronger financial position on consolidated basis, the
Company is implementing several new projects across Thailand, USA and
Turkey. These new projects/locations are expected to provide further
impetus to growth and profitability in years to come besides enabling
your Company to provide a much wider range of plastic films & resins to
its customers.
More details on operations and a view on the outlook for the Current
Year are given in the 'Management Discussion & Analysis Report', which
forms part of the Annual Report.
4. Dividend
The Board has recommended a Final Dividend of Rs.4/- per share (tax
free in the hands of shareholders), which would be paid after its
approval by the shareholders in the ensuing Annual General Meeting.
5. Subsidiary Companies
A large proportion of your Company's consolidated revenues and earnings
pertain to the investments in subsidiaries outside India. The
performance of the subsidiaries during the year has been satisfactory.
Following three companies registered in United States of America viz.
PAR LLC, Polyplex America Holdings Inc., and Polyplex USA LLC, as also
another Company registered in Turkey viz. Polyplex Resin Sanayi Ve
Ticaret AS became step-down subsidiaries during the year under report.
In terms of General Circular No. 2/2011 dated February 8, 2011, issued
by the Ministry of Corporate Affairs, Government of India, Companies
have been granted general exemption from the provisions of Section 212
of the Companies Act, 1956 from attaching accounts of its subsidiaries,
subject to fulfilment of conditions mentioned therein. In terms of the
said circular, financial data is given in the 'Details of the
Subsidiary Companies' in this report.
6. Consolidated Financial Statements
Audited Consolidated Financial Statements for the year ended March 31,
2012 under Indian GAAP are attached.
7. Directors' Responsibility Statement
As required under Section 217 (2AA), which was introduced by the
Companies (Amendment) Act, 2000 your Directors confirm that :- i) In
the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
ii) The Directors have selected 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 as on March 31, 2012 and of the profit of the Company
for the year ended on March 31, 2012.
iii) The Directors 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) The Directors have prepared the Annual Accounts on a 'going
concern' basis.
8. Other Statutory Information
Information as required by Section 217 (1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 is attached.
Particulars of employees as required to be furnished pursuant to
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules 1975, forms part of this report. As
per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and Accounts, excluding the statement of particulars of
employees, are being sent to all the shareholders of the Company. Any
shareholder interested in obtaining a copy may write to the Company
Secretary of the Company.
9. Directors
Shri S.G. Subrahmanyan ceased to be Director of the Company due to his
demise on December 27, 2011. Shri S.G. Subrahmanyan was associated with
the Company since October 16, 1986. . He was the Chairman of the
Company from October 16,
1986 to May 28, 2002 and Vice Chairman w.e.f. May 29, 2002. He was
also the Chairman of the Audit Committee. Your directors place on
record their appreciation for the contribution made by Shri S.G.
Subrahmanyan during his association with the Company.
Shri Sanjiv Saraf and Shri Sanjiv Chadha retire by rotation and being
eligible have offered themselves for re-appointment.
The tenure of Shri Pranay Kothari as Whole Time Director designated as
Executive Director expires on September 6, 2012. Your Directors propose
to re-appoint him for another term of three years on the terms and
conditions contained in the Notice of the ensuing Annual General
Meeting.
10. Auditors
The Company's Auditors M/s. Lodha & Co., Chartered Accountants,
(Registration No. 301051E) retires at the ensuing Annual General
Meeting, and have confirmed their eligibility and willingness to be
re-appointed.
11. Cost Auditors
In terms of Ministry of Corporate Affairs, Cost Audit Branch,
Government of India Order dated January 24, 2012, the Board of
Directors of the Company on the recommendations of Audit Committee have
appointed M/s. Sanjay Gupta & Associates, Cost Accountants to audit the
Cost Accounts of the Company for the Financial Year 2012-13 in respect
of products manufactured by the Company falling under Chapter Heading
39 under the Central Excise Tariff Act, 1985.
12. Depository System
Your Company's equity shares are being traded in 'demat' form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialised by opening a demat account with one of the Depository
Participants.
13. Acknowledgement
Your Directors wish to place on record their appreciation for the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation for the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Sanjiv Saraf
Chairman
Place : Noida
Date : August 14, 2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in submitting the Twenty-sixth Annual
Report and Audited Accounts for the year ended March 31, 2011.
1. Financial Highlights and Operations
The stand alone financial performance of the Company for the year ended
March 31, 2011 is summarized below:
(Rs. in Lacs)
2010-11 2009-10
Earnings before Interest,
Depreciation and Tax (EBIDTA) 31,841.85 9,607.59
Less : Interest & Finance Charges (Net) 3,500.49 848.94
Less : Depreciation 3,221.42 1,036.69
Profit before Tax 25,119.94 7,721.96
Add: Exceptional Item - Gain à 4.03
Profit before tax but after
exceptional item 25,119.94 7,725.99
Tax expenses & prior
period adjustment 7,466.70 1,728.35
Profit after Tax 17,653.24 5,997.64
Add : Surplus brought forward 9,616.65 5,720.88
Profit available for Appropriations 27,269.89 11,718.52
Appropriations
Transfer to General Reserve 1,780.00 610.00
Interim Dividend 959.54 Ã
Proposed Final Dividend 2,238.92 1,279.38
Corporate Dividend Tax 522.58 212.49
Balance surplus carried
to Balance Sheet 21,768.85 9,616.65
2. Consolidated Working Results (Under Indian GAAP)
(Rs. in Lacs)
2010-11 2009-10
Net Sales and other income 2,45,167.67 1,24,030.85
Profit before Interest,
Depreciation and amortisation 90,445.84 24,099.80
Profit before Tax 77,841.01 15,628.87
Add: Exceptional Item - Gain 63,687.01 4.03
Provision for Tax & prior
period adjustment 7,874.39 1,899.60
Profit after Tax 1,33,653.63 13,733.30
Less : Minority Interest 28,096.69 4,334.74
Profit after Tax and Minority Interest 1,05,556.94 9,398.56
Earnings Per Share of Rs.10/-
Each (Rs.) (Basic) 330.03 29.39
Earnings Per Share of Rs.10/-
Each (Rs.) (Diluted) 330.03 29.26
3. Year in Retrospect
During the year under review, Consolidated Sales & Operational Income
has increased by 98% over previous year, riding on the back of
exceptional market conditions reflected in higher sales prices besides
additional sales volumes contributed from new production lines at
various locations.
Consolidated Net Income (before taxes, exceptional items and minority
interest) rose five-fold. The Net Income (post minority) of Rs 1,055
Crores includes a one-time exceptional gain of Rs 637 Crores on account
of part stake sale in a subsidiary during the year.
With a much stronger financial position, the company is implementing
several new projects across its global footprint besides adding USA as
another manufacturing hub. These new projects / locations are expected
to provide further impetus to growth and profitability in years to come
besides enabling your Company to provide a much wider range of plastic
films to its customers.
More details on operations and a view on the outlook for the current
year are given in the 'Management Discussion & Analysis Report', which
forms part of the Annual Report.
4. Dividend
In addition to the Interim Dividend of Rs.6/- per share paid during the
year, the Board has recommended Final Dividend of Rs 7/- per share (tax
free in the hands of shareholders), on enhanced capital by way of issue
of Bonus Shares in the ratio of 1 : 1 during the year, which would be
paid after its approval by the shareholders in the ensuing Annual
General Meeting.
5. Increase in Share Capital
During the year Company increased its Authorised Share Capital from
Rs.30 Crores to Rs.34 Crores and increased Issued and Paid up Capital
by Rs.15.99 Crores by issuing 1,59,92,300 Equity Shares of Rs.10/- each
as Bonus Shares in the ratio of 1 : 1. The Record Date for the purpose
of issue of Bonus Shares was December 25, 2010.
6. Subsidiary Companies
A large proportion of your Company's consolidated revenues and earnings
pertain to the investments in subsidiaries outside India. The
performance of the subsidiaries during the year has been good.
Recently, following three companies viz. PAR LLC, Polyplex America
Holdings Inc. and Polyplex USA LLC, have been incorporated in the
United States of America, to be the step-down subsidiaries of the
Company.
In terms of General Circular No. 2/2011 dated February 8, 2011, issued
by the Ministry of Corporate Affairs, Government of India, Companies
have been granted general exemption from the provisions of Section 212
of the Companies Act, 1956 from attaching accounts of its subsidiaries,
subject to fulfilment of conditions mentioned therein. In terms of the
said circular, financial data is given in the 'Details of the
Subsidiary Companies'.
7. Consolidated Financial Statements
Audited Consolidated Financial Statements for the year ended March 31,
2011 under Indian GAAP are attached.
8. Directors' Responsibility Statement
As required under Section 217 (2AA), which was introduced by the
Companies (Amendment) Act, 2000 your Directors confirm that:-
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) The Directors have selected 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 as on March 31, 2011 and of the profit of the Company
for the year ended on March 31, 2011.
iii) The Directors 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) The Directors have prepared the annual accounts on a 'going
concern' basis.
9. Other Statutory Information
Information as required by Section 217 (1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 is attached.
Particulars of employees as required to be furnished pursuant to
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules 1975, forms part of this report. As
per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and Accounts, excluding the statement of particulars of
employees, are being sent to all the shareholders of the Company. Any
shareholder interested in obtaining a copy may write to the Company
Secretary of the Company.
10. Directors
Shri Om Prakash Mehra and Dr. Suresh Inderchand Surana retire by
rotation and being eligible have offered themselves for re-appointment.
11. Auditors
The Company's Auditors M/s. Lodha & Co., Chartered Accountants,
(Registration No. 301051E) retire at the forthcoming Annual General
Meeting, and have confirmed their eligibility and willingness to be
re-appointed.
12. Depository System
Your Company's equity shares are being traded in 'demat' form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialised by opening an account with one of the Depository
Participants.
13. Acknowledgement
Your Directors wish to place on record their appreciation of the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation of the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Place : Noida Sanjiv Saraf
Date : August 8, 2011 Chairman
Mar 31, 2010
The Directors have pleasure in submitting the Twenty-fifth Annual
Report and Audited Accounts for the year ended March 31, 2010.
1. Financial Highlights and Operations
The stand-alone financial performance of the Company for the year ended
March 31, 2010 is summarized below:
(Rs in Lacs)
2009-10 2008-09
Earnings before Interest, Depreciation
and tax (EBIDTA) 9607.59 4207.92
Less : Interest & Finance Charges (Net) 848.94 650.63
Less : Depreciation 1036.69 845.38
Profit before Tax 7721.96 2711.91
Less: Exceptional Item (4.03) 0.00
Profit before tax but after exceptional item 7725.99 2711.91
Tax expenses & prior period adjustment 1728.35 999.38
Profit after Tax 5997.64 1712.53
Add : Surplus brought forward 5720.88 5490.06
Profit available for Appropriations 11718.52 7202.59
Appropriations
Transfer to General Reserve 610.00 172.00
Proposed Final Dividend 1279.38 1119.46
Corporate Dividend Tax 212.49 190.25
Balance surplus carried to Balance Sheet 9616.65 5720.88
2.Consolidated Working Results (Under Indian GAAP)
(Rs. in Lacs)
2009-10 2008-09
Net Sales and other income 124030.85 114123.61
Profit before Interest, Depreciation
and amortisation 24099.80 25518.10
Profit before tax 15628.87 16588.05
Provision for tax & prior period adjustment 1899.60 1185.99
Profit after Tax 13733.30 15402.06
Less : Minority Interest 4334.74 4360.69
Profit after tax and Minority Interest 9398.56 11041.37
Earnings Per Share of Rs.10/- Each
(Rs.) (Basic) 58.77 69.04
Earnings Per Share of Rs.10/- Each
(Rs.) (Diluted) 58.27 62.58
3. Year in Retrospect
During the year under review, consolidated revenues were higher by
about 9% which indicates the gradual return to normalcy from the
economic crisis of the previous year.
While the Company was able to utilise its assets better through higher
production / sales volumes, lower margins arising primarily out of
uncompensated raw material increase and decline in selling prices
resulted in a 11% fall in net profits (before minority interest).
The Companys new Greenfield facility to manufacture BOPP film, PET
Film together with Chips Plant (for captive consumption) and Metallizer
at Bazpur, District Udham Singh Nagar, Uttarakhand, have commenced
production in the last quarter of 2009-10.
Companys subsidiary in Thailand has also commissioned a plant for
manufacture of Cast Polypropylene (CPP) Film alongwith associated
metallizer during the last quarter of the year.
These new projects are expected to provide further impetus to growth
and profitability in years to come besides enabling your Company to
provide a much wider range of plastic films to its customers.
Your Directors confirm that the funds raised in October, 2007 by way of
issue of shares on preferential basis have been utilized to part
finance the aforesaid projects.
More details on operations and a view on the outlook for the current
year are given in the ÃManagement Discussion & Analysis Report, which
forms part of the Annual Report.
4. Dividend
The Board has recommended a Dividend of Rs.8/- per share (tax free in
the hands of shareholders), which would be paid after its approval by
the shareholders in the ensuing Annual General Meeting.
5. Subsidiary Companies
A large proportion of your Companys consolidated revenues and earnings
pertain to the investments in subsidiaries outside India. The
performance of the subsidiaries during the year under review has been
satisfactory.
The Central Government has exempted the Company from the provisions of
Section 212(1) of the Companies Act, 1956 requiring to attach a copy of
the Balance Sheet, Profit and Loss Account of
the subsidiary companies and other documents to the Annual Report of
the Company. Accordingly the said documents are not being attached with
this Report. The gist of the financial performance of the subsidiary
companies for the Financial Year 2009-10 is attached to this Report.
6. Consolidated Financial Statements
Audited Consolidated Financial Statements for the year ended March 31,
2010 under Indian GAAP are attached.
7. Directors Responsibility Statement
As required under Section 217 (2AA), which was introduced by the
Companies (Amendment) Act, 2000 your Directors confirm that: -
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) The Directors have selected 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 as on March 31, 2010 and of the Profit of the Company
for the year ended on March 31, 2010.
iii) The Directors 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) The Directors have prepared the annual accounts on a Ãgoing
concern basis.
8. Other Statutory Information
Information as required by Section 217 (1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
the Board of Directors) Rules, 1988 is attached.
Particulars of employees as required to be furnished pursuant to
Section 217 (2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules 1975, forms part of this report. As
per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Report and Accounts, excluding the statement of particulars of
employees, are being sent to all the shareholders of the Company. Any
shareholder interested in obtaining a copy may write to the Company
Secretary of the Company.
9. Directors
Shri B.K. Soni and Shri S.G. Subrahmanyan retire by rotation and being
eligible have offered themselves for reappointment.
Shri Ranjit Singhs tenure as Whole Time Director expired on July 12,
2010 and he was reappointed by the Board for a further period of three
years subject to approval of the shareholders.
Shri Jitender Balakrishnan was appointed as an Additional Director on
the Board of the Company w.e.f. July 20, 2010 and holds office upto the
ensuing Annual General Meeting. Notice from a shareholder, together
with the requisite deposit, proposing his name to appoint him as a
regular director has been received.
10. Auditors
The Companys Auditors M/s. Lodha & Co., Chartered Accountants, (Firm
Registration No. 301051E) retire at the forthcoming Annual General
Meeting, and have confirmed their eligibility and willingness to be
re-appointed.
11. Depository System
Your Companys equity shares are being traded in Ãdemat form since
April 30, 2001. Shareholders of the Company who are still holding
shares in physical form are advised to get their physical shares
dematerialized by opening an account with one of the Depository
Participants.
12. Acknowledgement
Your Directors wish to place on record their appreciation of the
wholehearted and sincere cooperation the Company has received from the
various departments of Central/State Governments, Financial
Institutions and the Bankers to the Company. Your Directors also wish
to place on record their appreciation of the dedicated and sincere
services rendered by the employees of the Company.
For and on behalf of the Board
Place : Noida Sanjiv Saraf
Date : July 20, 2010 Chairman