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Directors Report of Purity Flex Pack Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previous years figures are given hereunder:

Particulars 31/03/2015 31/03/2014 (Rs. In lacs) (Rs. In lacs) Net Sales /Income from

Business Operations 5,215.56 5,031.21

Other Income 11.16 15.29

Total Income 5,226.72 5,046.50

Gross Profit Before Interest & Depreciation 370.72 357.39

Less Interest 110.12 86.17

Profit before Depreciation 260.60 271.22

Less Depreciation 120.21 75.80

Profit after depreciation and Interest 140.39 195.42

Less Current Income Tax 28.56 40.01

Less Previous year adjustment of Income Tax , 0.00 -40.25

Less Deferred Tax 17.39 23.95

Net Profit after Tax 94.44 171.71

Dividend (including Interim if any and final) 0.00 0.00

Net Profit after dividend and Tax 94.44 171.71

Amount transferred to General Reserve 94.44 171.71

Balance carried to Balance Sheet 663.51 569.07

Earning per share (Basic) 8.80 16.00

Earning per Share(Diluted) 8.80 16.00

DIVIDEND :

With a view to conserve the liquid resources of the Company, your Director regret being unable to recommend payment of any Divided to the Shareholders for the year ended under report.

OPERATIONAL REVIEW:

Your Directors are glad to report that this is the sixth year in succession when the company has been making profits year after year and it is hoped that this trend will continue in future year's subject however to Unforeseen circumstances.

Net sales for the year ended 31st march 2015 amounted to Rs 47.40 Lacs as against Rs. 45.61 Lacs of the previous year recording a rise of 3.92 %. The Export Sales during the year under report amounted to Rs. 104.34 lacs as against Rs. 20.16 lacs for the previous year.

It is very likely that the increase in export sales will change the great scenario in the life of the company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- A and is attached to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The discussions and information in this report have been provided with a view to enable shareholders to analyze the results for the year with additional information. In certain areas the discussions may cover strategic decisions and management expectations from the same. Such forecasts should not be construed as a guarantee of performance and actual results may differ significantly depending upon the operational conditions and external environment.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

DIRECTORS:

Directors Shri Daxesh Patel and Shri Darshkkumar Sheth retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Shri Daxesh Patel and Shri Darshkkumar Sheth for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

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

Remuneration Policy

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

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was with in the period prescribed under the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as

"code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Devesh R Desai, Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C"

AUDITORS:

M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the Statutory Auditors, retire at the ensuing Annual General Meeting and have made themselves available for re-appointment. The Company has received a letter from Statutory Auditors to the effect that in case their appointment is made it would be within the specified limit under Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Compliance Officer in advance

SHARES:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

CORPORATE GOVERNANCE:

The report on corporate governance along with the Auditors' Certificate regarding compliance of the conditions of corporate governance pursuant to clause 49 of the Listing Agreement is annexed hereto.

INSURANCE:

All the properties of the Company have been adequately and appropriately insured.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial at the factory throughout the year.

CEO/CFO CERTIFICATE:

In terms of the requirements of Clause 49 of the Listing Agreement, the CEO and CFO have submitted necessary Certificate to the Board at its Meeting held on 25.08 2015 stating therein the particulars specified under the said Clause.

ACKNOWLEDGEMENT:

The Board appreciates and is thankful for continued support of Company's Bankers and its valued Customers, Suppliers and Shareholders. The Board appreciates the hard work and efforts put in by all Workers, Staff and Officers of the Company.

For and on behalf of the Board of Directors

Anil Patel Chairman & Managing Director

VANSETI: 25.08.2015






Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

(Rs. In Lacs) (Rs. In Lacs)

2013-2014 2012-2013

Total Gross Sales 5046.50 4481.25

Gross Profit before interest and Depreciation 359.38 369.80

Interest 88.17 96.82

Profit before Depreciation 271.21 272.98

Depreciation 75.80 70.54

Prior period Adjustment (40.25) 202.44

Tax/Deferred Tax 63.96 84.96

Net Profit for the year 171.71 117.48

Adding thereto/deducting there from Balance brought forward from the previous year 397.36 279.88

Profit/(Loss) carried to Balance Sheet 569.07 397.36

Your Directors consider the working Results satisfactory.

DIVIDEND:

With a view to conserve the liquid resources of the Company, your Director regret being unable to recommend payment of any Divided to the Shareholders for the year ended under report.

BONUS ISSUE:

Your directors recommend an issue of bonus shares in the ratio of Two Equity Share of Rs. 10/- each for every One existing Equity Share of Rs. 10/- each of the Company held by the members on a date to be fixed by the board, by capitalising a part of the Securities Premium Account/General Reserve. The proposed issue of bonus shares is subject to the consent of Shareholders at the forthcoming Annual General Meeting (AGM). The bonus shares shall rank pari passu in all respects with the existing fully paid up Equity Shares of the Company.

YEAR IN RETROSPECT & FUTURE OUTLOOK:

Your Directors are glad to report that this is the fifth year in succession when the company has been making profits year after year and it is hoped that this trend will continue in future year''s subject however to Unforeseen circumstances.

Net sales for the year ended 31st march 2014 amounted to Rs. 4720.68 Lacs as against Rs. 4032.04 Lacs of the previous year recording a rise of 17%. Like wise net profit also amounted to Rs. 171.71 Lacs as against Rs. 117.48 Lacs in previous year. The Export Sales during the year under report amounted to Rs. 20.16 lacs as against Rs.93.39 lacs for the previous year.

It is very likely that the increase in export sales will change the great scenario in the life of the company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a. The annual accounts of the Company for the financial year ended 31st March 2014, have been prepared on a ''going concern'' basis and in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company are in receipt of the remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

Particulars regarding the conservation of energy, technology absorption, Foreign Exchange earnings & outgo as envisaged by Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 are annexed hereto.

CORPORATE GOVERNANCE:

The report on corporate governance along with the Auditors'' Certificate regarding compliance of the conditions of corporate governance pursuant to clause 49 of the Listing Agreement is annexed hereto.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The discussions and information in this report have been provided with a view to enable shareholders to analyze the results for the year with additional information. In certain areas the discussions may cover strategic decisions and management expectations from the same. Such forecasts should not be construed as a guarantee of performance and actual results may differ significantly depending upon the operational conditions and external environment.

INSURANCE:

All the properties of the Company have been adequately and appropriately insured.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial at the factory throughout the year.

DIRECTORATE:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mrs. Kokila A. Patel & Mr. Harshad S. Bhatt, retire by rotation and being eligible offer themselves for re-appointment.

Mr Daxesh B. Patel, Mr. Darshkkumar S. Sheth, Mr. Nilesh N. Patel and Mr. Manish A. Baxi, Directors of the Company, are being appointed as Independent Directors for three consecutive years for a term upto March 31, 2017 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

A brief resume and functional expertise of the above Directors as required under clause 49 of the Listing agreement is given at the end of the notice convening the Annual General Meeting.

RE-APPOINTMENT OF SHRI ANIL PATEL AS MANAGING DIRECTOR AND SHRI KUNAL A. PATEL AS A WHOLE-TIME DIRECTOR FOR A PERIOD OF 3 YEARS:

Shri. Anil Patel has re-appointed as a Managing Director and Shri Kunal A. Patel has re-appointed as a Whole-time Director of the Company, which was approved by the Board of Directors at their meeting held on 06/08/2014. After taking into consideration various factors such as hard work put in by Shri Anil Patel and Shri Kunal Patel as Managing Director and Whole-time Director, their farsightedness, business acumen, practical wisdom and other qualities of management, the Board of Directors of the company at their meeting held on 06/08/2014, after taking into consideration the recommendation of the Audit Committee of Directors relating to their remuneration had subject to the approval of the company in General Meeting and subject to Fulfillment of all the Conditions laid down in the provisions of the Companies Act, 2013 read with Schedule V. The re-appointment of Shri Anil Patel as a Managing Director for a period of three years commencing from 01/10/2014 on remuneration of Rs. 5.00 Lacs p.m. and Shri Kunal A. Patel as a Whole-time Director for a period of three years commencing from 01/10/2014 on a remuneration of Rs. 2.00 Lacs and on such terms and conditions more particularly set pot in the explanatory statement annexed to the Notice of the Annual General Meeting.

CEO/CFO CERTIFICATE:

In terms of the requirements of Clause 49 of the Listing Agreement, the CEO and CFO have submitted necessary Certificate to the Board at its Meeting held on 06/08/2014 stating therein the particulars specified under the said Clause.

COMPLIANCE CERTIFICATE:

As required by the provisions of Section 383A of the Companies Act, 1956, the Company has obtained a Compliance Certificate dated 06/08/2014 from M/s. D. R. Desai & Co., Company Secretary in Whole-time Practice, Vadodara, to the effect that all the provisions of the said Act have been complied with. The same is attached herewith as required by Section 217 of the Companies Act, 1956.

AUDITORS:

M/s. Shah, Mehta & Bakshi, Chartered Accountants, Vadodara, the Statutory Auditors, retire at the ensuing Annual General Meeting and have made themselves available for re-appointment. The Company has received a letter from Statutory Auditors to the effect that in case their appointment is made it would be within the specified limit under Section 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

The Board appreciates and is thankful for continued support of Company''s Bankers and its valued Customers, Suppliers and Shareholders. The Board appreciates the hard work and efforts put in by all Workers, Staff and Officers of the Company.

By Order of the Board of Directors,

VANSETI Anil Patel 6th August, 2014 Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts for the year ended 31st March 2011.

1.FINANCIAL HIGHLIGHTS: (Rs. In Lacs)

2010-11 2009-10

Total Gross Soles 2487.73 2043.15

Cross Prof it before 211.60 199.92

interest and Depreciation Interest 92.63 96.45

Profit before 118.97 98.02

Depreciation Depreciation 61.11 45.44

Prior period Adjustment 2.30 0.00

Net Profit for the year 55.56 52.03

Adding thereto/ 131.12 79.09 deducting there from Balance brought forward from the previous year

Profit it /( Loss) carried to 186.68 131.12

Balance Sheet

Your Directors consider the working Results Satisfactory

2. DIVIDEND :

with a view to conserve the liquid resources of the Company, your Director regret being unable to recommend payment of any Divided to the Shareholders for the year ended under report.

3. YEAR IN RETROSPECT 4 FUTURE OUTLOOK Your Directors are glad to report that this is the Sixth year in succession when the company has been making profits year after year and it is hoped that this trend will continue in future year's subject however to Unforeseen circumstances.

Sross Total Sales for the year was Rs. 2487.73 lacs as against that of Rs.2043.15 lacs of the previous year. The Net Profits amounted to Rs. 58.80 lacs as compared to Rs.52.03. lacs of the previous year. The Export Sales during the year under report amounted to Rs. 414.46 lacs as against to Rs. 538.83 lacs for the previous year. The company is thus consolidating its position and it is hoped that the same position will continue for future years.

It is noteworthy that our products have been well accepted by the Overseas Customers. It is very likely that the increase in export sales will change the great Scenario in the life of the company.

4. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed that: The annual accounts of the Company for the financial year ended 31st March 2011, have been prepared on a 'going concern* basis and in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures:

Appropriate accounting policies have been selected and applied consistently and judgments and estimates made there under were reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

5. PUBLIC SHARE HOLDINGS:

The Public share holdings in the equity share Capital of the Company on 31st March 2011, is 52.18% which is much higher than the criteria of 25% laid down recently by SEBI the market regulator.

6. DIRECTORS SHARE HOLDINGS:

The articles of association of the company provided that the directors need not hold any qualification shares in the Company in terms thereof, Mr. Nilesh patel, Mr. Darshak Sheth, Mr. Daxesh patel and Mr. Manish Baxi do not hold any shares in the Company.

The share holdings of the remaining directors are as in order

Sr Name Of No. of Share % No . Directors Held

1 Anil B Patel 152918 14.25%

2 Harshad Bhatt 10267 0.96%

3 Kokilaben A Patel 173129 16.14%

4 Kunal A Patel 52180 4.86%

7. PARTICULARS Op EMPLOYEES:

None of the employees of the Company are in receipt of the remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY. TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS * OUTGO: Particulars regarding the conservation of energy, technology absorption. Foreign Exchange earnings & outgo as envisaged by Section 217 (1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules 1988 an annexed hereto.

9. CORPORATE GOVERNANCE:

The report on corporate governance along with the Auditors' Certificate regarding compliance of the conditions of corporate governance pursuant to clause 49 of the Listing Agreement is annexed hereto.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS: The discussions and information in this report have been provided with a view to enable shareholders to analyze the results for the year with additional information. In certain arts the discussions may cover strategic decisions and management expectations from the same. Such forecasts should not be construed as a guarantee of performance and actual results may differ significantly depending upon the operational conditions and external environment.

11. INSURANCE:

11 the properties of the Company have been adequately and appropriately inspired

12. INDU5TRLC RELATIONS:

Industrial Relations remained cordial at the factory throughout the year.

13. BRECTCRTORAIE:

Smt. Kckila Patel and Mr. Harshad Bhatt retire by rotation and being eligible offer themselves far re-appointment.

A brief resume and functional expertise of the above Directors as required under douse 49 of the Listing agreement is given at the end of the notice convening the Annual General Meeting.

14. CED/CFO CERTIFICATE:

In terms of the requirements of Clause 49 of the Listing Agreement, the CEO and CFO have submitted necessary Certificate to the Board

15. COMPLIANCE CERTIFICATE:

As required by the provisions of Section 383A of the Companies Act, 1956, the Company has obtained a Comedians Certificate dated 27/07/2011 from AA/s. D. R Desai & Co., Company Secretary in Whole-time Practice, Vadodara, to the effect that all the previsions of the said Act have been complied with The same is attached herewith as required by Section 217 of the Companies Act, 1956.

16. AUDITORS

AA/s. Shah, Mehta & Bakshi, Chartered /Accountants, Vadocbra, the Statutory Auditors, retire at the ensuing Anural Gerard meeting and have made themselves available for re-appointment. The Company has received a letter from Statutory Auditors to the effect that in case their appointment is made it would be within the specified limit under Section 224 (IB) of the Companies Act, 1956.

17. ACXNCWLED6EAABMT:

The Board appreciates and is thankful for continued support of Company's Bankers and its valued Customers, Suppliers and Shareholders. The Board appreciates the hard work and efforts put in by all Workers, Staff and Officers of the Company.

For and Oh Behalf of the Board, VANSETI AnilPatd

27.07.2011 Chairman & Managing Director

 
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