Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report, together with the Audited Accounts of the Company for the year
ended 31st March 2015.
FINANCIAL RESULTS:
The Company's financial results for the period under review are as
follows:- (Rs. In lakhs)
particulars 2014-15 2013-14
SALES AND OTHER INCOME 3054.35 2976.42
PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 339.38 193.55
INTEREST 222.68 224.76
DEPRECIATION 111.02 70.70
PROFIT BEFORE TAX (5.89) (103.10)
DEFERRED TAX - -
PROFIT / (LOSS) AFTER TAX (5.89) (103.10)
PROFIT/ (LOSS) OF EARLIER YEARS (431.60) (328.50)
PROFIT / (LOSS) (480.13) (431.60)
DIVIDEND:
Considering the current financial position, the Board of Directors does
not recommend any dividend for the financial year 2014-15.
REVIEW OF OPERATIONS:
Amid optimism and rising business sentiments, your Company reported a
top-line growth of around 7% increase over previous year. The Gross
revenue from operations stood at Rs. 3517.47 lakhs compared with Rs.
3305.83 lakhs in the previous year.
The Operating profit before depreciation and tax (cash profit) stood at
Rs. 116.70 lakhs against the cash loss of Rs. 32.40 lakhs in the
previous year. Your Company has recorded a Net loss of Rs. 5.89 lakhs
against the Net loss of Rs. 103.10 lakhs in the previous year. The
accumulated losses have been increased to Rs. 480.13 lakhs resulting in
erosion of around 78% of the Networth of the Company.
During the year under review, your Company has achieved the budgeted
profit for the year 2014-15. With the change in the depreciation
provision as prescribed under the schedule II of the Companies Act,
2013, the Company has incurred an additional depreciation cost resulted
with a loss of Rs. 5.89 lakhs for the year.
Your Company has gone ahead with multiple strategies in the year
2014-15 for reducing the working capital difficulties and improving the
productivity. Inspite of facing tough challenges during the year viz.,
volatility in raw material price, increase in power cost and
consumables, major changes in the laws and regulations, your Company
has performed in an increasing trend achieving the target predetermined
for the year and consequently registering an operating profit before
depreciation and tax. The continuous working capital support from the
bankers and the infusion of funds by the Promoters were also the
reasons for the improved performance.
Your management will continue their effort in further improving the
performance of the company by expanding market, developing various cost
cutting and value engineering measures, concentrating more in value
added structure to increase the stability in the competitive market and
to increase not only the volume but also profit margins in the coming
years.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreement with Stock
Exchange, the Management Discussion and Analysis Report is enclosed as
Annexure- 1.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in form MGT-9,
as required under Section 92 of the Companies Act, 2013, is included in
this Report as Annexure - 2 and forms an integral part of this Report.
DIRECTORS:
Pursuant to the provisions of the section 161(1) and section 149 of the
Companies Act, 2013 read with the Articles of Association of the
company, Smt. Shobha Gupta is appointed as Additional Director and she
shall hold office only up to the date of this Annual General Meeting
and being eligible offer herself for appointment as Director.
Pursuant to the provisions of the section 161(1) and section 149 of the
Companies Act, 2013 read with the Articles of Association of the
company, Sri. R. Sukumar is appointed as Additional Director and he
shall hold office only up to the date of this Annual General Meeting
and being eligible offer himself for appointment as Director.
The Company has pursuant to the provisions of clause 49 of the Listing
Agreement entered into with the Stock Exchange and section 149 of the
Companies Act, 2013 has appointed Smt. Shobha Gupta and Sri. R. Sukumar
as Independent Directors of the Company, to hold office for a term of
five years till the conclusion of 29th Annual General Meeting of the
Company, subject to the approval of the shareholders in the ensuing
Annual General Meeting. The Company has received declarations from the
appointee independent directors, that they meet the criteria of
independence, as prescribed both under sub-section (6) of section 149
of the Companies Act, 2013 and under the said clause 49 of the Listing
Agreement.
Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and
being eligible offers himself for re-appointment.
NUMBER OF MEETINGS OF THE BOARD AND BOARDSÂ COMMITTEE:
The details of the number of Board Meetings and the Committee of the
Board held during the financial year 2014-15 form part of the Corporate
Governance Report.
INDEPENDENT DIRECTORS:
Sri. M.V. Chandrashekar, Sri. S. Ramakrishnan, Sri. M. Ravindra Reddy
and Sri. Sanjay Ramaswami who were appointed in 23rd Annual General
Meeting as an Independent Director of the Board for a period of five
(5) years continue to be in the Board till the period ended 31st March
2019, not liable to retire by rotation.
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Act, that they meet
the criteria of independence as laid down in Section 149(6) of the Act.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013 and clause 49 of
the Listing Agreement, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Boards'
functioning, composition of the Board and its committees, culture,
execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
DIRECTORSÂ RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act, 2013 the
Directors hereby state and confirm that they have:
a. In the preparation of the annual accounts for the year ended 31st
March 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
b. They 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 at the end of the Financial Year and of the loss of the
Company for the year ended on that date;
c. They 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;
d. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and
operating effectively; and
f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
VIGIL MECHANISM:
The Company has established a Whistle Blower Policy / Vigil Mechanism
Policy and also established a mechanism for directors and employees to
report their concerns. The details of the Policy have been outlined in
the Corporate Governance Report. The policy has been uploaded in the
website of the Company at www.blissgroup.com
NOMINATION AND REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The details of
this policy are explained in the Corporate Governance Report.
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013,
the appointment of M/s. M.Srinivasan & Associates, Chartered
Accountants as Statutory Auditors of the Company have been approved in
the 23rd Annual General Meeting of the Company. They shall hold office
until the conclusion of the 26th Annual General Meeting of the Company
subject to ratification of their re-appointment by the Shareholders at
every AGM. A resolution ratifying the re-appointment of Statutory
Auditors forms part of the notice.
INDEPENDENT AUDITORÂS REPORT:
Clarification on Auditor's observation is given below:
'Emphasis of Matter' of the Independent Auditor's Report:
We draw attention to Note No.4 of the notes to accounts to the
financial statements prepared on going concern basis which is self
explanatory. Our opinion is not modified in respect of this matter.
Managements' Reply;
As mentioned in note no. 4 of notes on accounts, the accumulated losses
as on 31st March 2015 has resulted with an erosion of 78% of the
Networth of the Company.
The additional depreciation cost incurred during the year due to
reassessment of depreciation as per schedule II of the Companies Act,
2013 is the main reason for the loss during the year and the increase
in the erosion of Networth of the Company. However, the Company had
shown a good improvement in the performance during the year 2014-15
achieving cash profit of Rs. 116.70 lakhs against the cash loss of Rs.
32.40 lakhs in the previous year.
During the year 2014-15, the Company has achieved the budgeted target
and the order booking status was also quite good. With the change in the
political scenario, the Company is also confident of having a good sale
opportunity of its land at Nellore which will bring long term liquidity
resulting in reducing the interest burden. Further, with the anticipated
big orders, increase in the productivity and marketing capability and
the continued financial support from the bankers and the promoters, the
Company is confident of achieving better results in the years to come.
COST AUDIT:
Pursuant to notification of Companies (Cost Records and Audit) Rules,
2014 read with Companies (Cost Records and Audit) amendment rules,
2014, the Company's product does not fall under the purview of Cost
Audit from the financial year 2014-15. The Company has also intimated
the non-applicability of Cost Audit to the Registrar of Companies.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed Messrs Lakshmmi
Subramanian & Associates, Practising Company Secretaries to undertake
the Secretarial Audit of the Company. The Secretarial Audit Report for
the year 2014-15 is included as Annexure -3 and forms an integral part
of this Report.
There is no secretarial audit qualification for the year under review.
LOANS, GUARANTEES AND INVESTMENTS:
The Company has not granted loan or guarantee in respect of a loan to
any person or body corporate or acquisition of shares in other body
corporate.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. Thus,
disclosure in Form AOC-2 is not required.
The related party transactions as required under Section 134(3)(h) of
the Companies Act 2013, r/w Rule 8 of the Companies (Accounts) Rules,
2014 are detailed under Note 13 - Notes annexed to and forming part of
the Balance Sheet of the company.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
(Rs. in lakhs)
Remuneration Remuneration
S. No Name Designation paid paid
FY 2014-15 FY 2013-14
Whole Time
1 G.S. Sridhar Director-Operation 7.68 Nil*
Chief Financial
2 G.V. Gopinath Officer (KMP) 7.68 Nil*
Company Secretary
3 S.Chandrasekar (KMP) 3.09 NA**
Increase in Ratio / times
remuneration per median
S. No Name from previous of employee
year remuneration
1 G.S. Sridhar Nil* 7.68
2 G.V. Gopinath Nil* 7.75
3 S.Chandrasekar NA** 3.16
Note:
1. The remuneration payable to the KMP / Whole ti me directors are in
accordance with the Industry and Geographical standards and as per the
Remuneration policy of the Company.
2. The percentage increase in the median remuneration of employees in
the financial year is 3.9%
3. The number of permanent employees on the rolls of company as on
31st March 2015 is 50
4. No remuneration is paid to the Independent Directors of the Company
other than the sitting fees of Rs.10,000/- for attending Board /
Committee Meetings. The details of sitti ng fees paid to the Directors
are set out in Corporate Governance Report.
5. Sri. G. Radhakrishna, Managing Director of the Company has revised
his remuneration to Rs.10 per month.
6. * Considering the tough financial position of the Company, with the
approval of Board of Directors, the Whole time director-Operations and
the Chief Financial Officer have waived off their remuneration for the
year 2013-14. ** The existing Company Secretary of the Company was
appointed only on 26th March 2014 and hence the comparison is not done.
PERSONNEL:
None of the employees of the Company drew remuneration which in the
aggregate exceeded the limits fixed under Section 134(3)(q) read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The Particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Sec.134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are enclosed as part of the Report as
Annexure - 4.
CORPORATE GOVERNANCE
As prescribed under the Listing Agreement which came into force from
1st October 2014, your Company does not fall under the purview of
applicability of clause 49 of the Listing Agreement. During the year,
with the approval of Board of Directors, your Company has informed the
non-applicability provision to the Bombay Stock Exchange. However, your
Company has complied with all mandatory provisions of Corporate
Governance as prescribed under the Old Listing Agreement of the Stock
Exchanges in which the Company is listed. In line with the requirements
of Clause 49 of the listing agreement, a separate report on Corporate
Governance, along with a certificate from the Statutory Auditors of the
Company is annexed herewith to this report.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the
year 2015-16 before the due date to the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be
closed with effect from 18'*' September, 2015 to 24th September, 2015
(both days inclusive).
FIXED DEPOSITS:
During the financial year 2014-15, your Company has not accepted any
deposit under the provisions of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposits) Rules, 2014.
As required under the provision of Section 74(1)(b) of the Companies
Act, 2013 and the explanation given under Rule 19 of the Companies
(Acceptance of Deposits) Rules, 2015, your company has repaid the
deposits accepted under Companies Act, 1956 with interest, that were
repayable upto 30th June 2015. The deposits which are repayable in the
period 1st July 2015 to 31st December 2016 amounting to Rs. 14,50,000/-
will be repaid with interest on or before their due dates.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were
accepted by the Board. The Composition of the Audit Committee is as
described in the Corporate Governance Report.
INTERNAL COMPLAINTS COMMITTEE:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee ("ICC") has been set up to redress the complaints
received regarding sexual harassment. All employees are covered under
this policy.
The following is the summary of the complaints received and disposed
off during the financial year 2014-15:
a) No. of complaints received: NIL
b) No. of complaints disposed off: NIL
In the meeting held on 28th May 2015, the Board has approved the
reconstitution of the Committee with the following members:
1. Ms. Charumathi - Presiding Officer
2. Shri. Anderson - Member cum HR
3. Shri. Thalamuthu Natarajan - Independent Member
4. Ms. P. Pushpavathy - Member
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR
TRIBUNALS:
During the year, the Company has not received any significant and
material orders passed by the Regulators or courts or tribunals which
would affect the going concern status of the Company and its future
operations.
QUALITY MANAGEMENT SYSTEMS:
Your Directors are happy to report that as a commitment in meeting
global quality standards, your company continues to have ISO 9001:2008
quality management systems a certificate from Intertek Certification
Limited.
FORWARD LOOKING STATEMENTS:
Statements in this management discussion and analysis describing the
Company's objectives, projections, estimates and expectations may be
'forward-looking statements' within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from
those expressed or implied. Important factors that could make a
difference to the Company's operations include economic conditions
affecting demand/supply and price conditions in the domestic and
overseas markets in which the company operates, changes in the
Government regulations, tax laws and other statutes and other
incidental factors.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their sincere gratitude
to the encouragement, assistance, co-operation and support given by the
Central Government, the Government of Tamil Nadu, the Karnataka Bank
Ltd. during the year. They also wish to convey their gratitude to all
the investors, customers, Auditors, suppliers, dealers and all those
associated with the company for their continued patronage during the
year.
Your Directors also wish to place on record their appreciation for the
hard work and unstinting efforts put in by the employees at all levels.
For and on behalf of the Board
Place : Chennai G. Radhakrishna G.V. Gopinath
Date : 13th August 2015 Managing Director Director Finance
Mar 31, 2014
Dear Members,
The Directors present the Twenty Third Annual Report, together with the
Audited Accounts of the Company for the year ended 31st March 2014
FINANCIAL RESULTS:
The Company''s financial results for the period under review are as
follows:-
(Rs. in Lakhs)
PARTICULARS 2013-14 2012-13
SALES AND OTHER INCOME 2976.42 2046.75
PROFIT BEFORE INTEREST, DEPRECIATION & TAXES 193.55 47.76
INTEREST 224.76 224.27
DEPRECIATION 70.70 79.80
PROFIT BEFORE TAX (103.10) (257.77)
DEFERRED TAX - -
PROFIT / (LOSS) AFTER TAX (103.10) (257.77)
PROFIT/ (LOSS) OF EARLIER YEARS (328.50) (70.73)
PROFIT / (LOSS) (431.60) (328.50)
DIVIDEND:
Considering the current and accumulated losses of your Company, the
Board of Directors is not recommending any dividend for the year
2013-14
REVIEW OF OPERATIONS:
During the year under review, the Company''s gross sales amounted to Rs.
3,305.83 lakhs as against Rs. 2,381.95 lakhs in the year 2012-13.
During the year, your Company was able to increase the turnover by 1.4
times and there was a marginal improvement in the overall performance
as compared to the previous year.
Your Company has recorded a Net loss after tax of Rs. 103.10 lakhs as
against the net loss of Rs. 257.77 lakhs incurred in the previous year.
The accumulated losses have increased to Rs. 431.60 lakhs resulting in
an erosion of 71% of the Networth of the Company.
Your Company had faced tough situations during the previous two
financial years. Lack of orders, global scenario and liquidity were the
major factors for the difficult situation and the resultant erosion.
The setback faced was also due to under-utilization of capacity which
resulted in low production and low sales fill Sept'' 2013. However, the
Company was able to increase its performance by increasing its
production and sales from the second half of the financial year 2013-14
which resulted in a profitable fourth quarter.
Your Company is thriving hard to improve their Operational performances
by implementing various cost-cuffing and value engineering measures in
the manufacturing operations. During the year, a detailed study was
made on the categorization of the customers, based on the orders and
realizations, and the Company concentrated on identifying the customers
/ orders which gave prompt realizations and the resultant profits.
Further, the Company is taking necessary action for sale of land at
Nellore that shall bring long term liquidity into the Company. Your
Promoters are continuing their support by bringing funds into the
Company.
Considering the above factors and scope during the immediate future,
the Management is confident that the performances from the year 2014-15
will see an upward trend.
DIRECTORS:
The Company has, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with the Stock Exchange and Section 149 of the
Companies Act 2013 has appointed Sri. M.V.Chandrashekar, Sri. S.
Ramakrishnan, Sri. Ravindra Madupu Reddy and Sri. Sanjay Ramaswami as
an Independent Directors of the Company, to hold office for a term of
five years up to March 31, 2019 subject to the approval of the
shareholders in the ensuing Annual General Meeting. The Company has
received declarations from the appointee independent directors, that
they meet the criteria of independence, as prescribed both under
sub-section (6) of Section 149 of the Companies Act 2013 and under the
said clause 49.
Sri. G.P.N. Gupta retires by rotation at the Annual General Meeting and
being eligible offers himself for re-appointment.
The tenure of Sri. G.Radhakrishna, Managing Director comes to an end on
18th November 2014. The tenure of Sri. G.V. Gopinath and Sri. G.S.
Sridhar comes to an end on 24th September 2014. The Board has approved
and recommended to the Shareholders, their re-appointment for a further
period of three years.
STATUTORY AUDITORS:
The Statutory Auditors of the Company, M/s. M.Srinivasan & Associates,
Chartered Accountant, Chennai, retire at the ensuing Annual General
Meeting, and have confirmed their eligibility and willingness to accept
office, if re-appointed.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules made thereunder, the Board of Directors recommend the
re-appointment of the Auditors, M/s. M.Srinivasan & Associates,
Chartered Accountants, Chennai, to hold office from the conclusion of
the 23rd Annual General Meeting until the conclusion of the twenty
sixth AGM of the Company subject to ratification of their
re-appointment by the Shareholders at every AGM. A resolution proposing
re-appointment of M/s. M.Srinivasan & Associates as the Statutory
Auditors of the Company forms part of the Notice.
INDEPENDENT AUDITOR''S REPORT:
Clarification on Auditor''s observation is given below:
''Emphasis of Matters'' of the Independent Auditor''s Report:
We draw attention to Note No. 3 of the financial statements in this
regard on the erosion of 71% of the Networth as on the balance sheet
date. The Management is confident of bringing in long term funds by
selling the idle land and buildings at Nellore which will results in
liquidation of some of the borrowings thereby saving substantial
interest cost. The company is also confident of better performance in
the current financial year. Our opinion is not qualified in respect of
this matter.
As mentioned in note no. 3 of notes on accounts, the accumalated losses
as on 31st March 2014 has resulted in erosion of 71% of Networth of the
Company. The performance of the Company during the last two financial
years was not good. Lack of orders, liquidity issues and global
scenario were the major factors for such performance. However, the
Company has taken various cost-cuffing and value engineering measures
in the manufacturing operations during the financial year 2013-14 which
has improved its performance resulting with a profit in the last
quarter of the year.
The Company is hoping to get continuous good orders from the year
2014-15. With the change in the political scenario, the Company is
confident of having a good sale opportunity of its land at Nellore
which will bring long term liquidity resulting in reducing the interest
burden. Considering the scope during the immediate future and
continuous financial support from the promoters, the management is
confident that the performances from the year 2014-15 will see an
upward trend.
COST AUDITORS:
Sri Rajesh Sai Iyer, Cost Accountant of Chennai was appointed as a Cost
Auditor for the year 2013-14 to conduct Cost Audit and the Cost Audit
Report for the year 2013-14 will be filed before the due date.
PERSONNEL:
None of the employees of the Company drew remuneration which in the
aggregate exceeded the limits fixed under sub-section (2A) of Section
217 of the Companies Act, 1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Particulars relating to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under Sec.217(1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are
enclosed as part of the Report.
CORPORATE GOVERNANCE:
The Company has complied with all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges in which the Company is listed. In line with the requirements
of Clause 49 of the listing agreement, a separate report on Corporate
Governance, along with a certificate from the Statutory Auditors of the
Company is annexed herewith to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956 the
Directors hereby state and confirm that they have:
a) In the preparation of the annual accounts the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) They 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 at the end of the Financial Year and of the loss of the
Company for the year ended on that date.
c) They 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; and
d) They have prepared the annual accounts on a going concern basis
FIXED DEPOSITS:
The total amount of fixed deposits from public and shareholders of the
company as at 31st March 2014 was Rs.65.75 lakhs. There was no default
in repayment of the deposits or interest on the due dates and there was
no overdue/unclaimed deposit at the end of the year.
With the provisions of the Companies Act, 2013 coming into effect from
01.04.2014, your Company shall repay all the deposits accepted under
Companies Act, 1956 before the prescribed due dates as mentioned in
Section 74 of the Companies Act, 2013 and the rules notified
thereunder.
INTERNAL COMPLAINTS COMMITTEE:
The Ministry of Child Development and Women have notified the Sexual
Harassment at Workplace (Prevention, Prohibition and Redressal) Act,
2013 with effect from 09.12.2013.
As required under section 4 of the Sexual Harassment at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules notified
thereunder, an Internal Complaints Committee has been constituted at
Stanpacks (India) Limited, Sholavaram Unit on 29.05.2014. The Members
of the Committee are as under:
1. Ms. Shobana - Presiding Officer
2. Shri. Anderson - Member Cum HR
3. Shri. Thalamuthu Natarajan - Independent Member
4. Ms. Charumathi - Member
5. Ms. P.Pushpavathy - Member
A Policy of Internal Complaints Committee was approved by the Board of
Directors in their Meeting held on 29.05.2014. There have been no
cases reported since the time of constitution of the Committee.
QUALITY MANAGEMENT SYSTEMS:
Your Directors are happy to resort that as a commitment in meeting
global quality standards, your company continues to have ISO 9001:2008
quality management systems a certificate from Intertek Certification
Limited.
FORWARD LOOKING STATEMENTS:
Statements in this management discussion and analysis describing the
Company''s objectives, projections, estimates and expectations may be
''forward-looking statements'' within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from
those expressed or implied. Important factors that could make a
difference to the Company''s operations include economic conditions
affecting demand/supply and price conditions in the domestic and
overseas markets in which the company operates, changes in the
Government regulations, tax laws and other statutes and other
incidental factors.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere gratitude to the
encouragement, assistance, co-operation, and support given by the
Central Government, the Government of Tamil Nadu and Karnataka Bank
Ltd. during the year. The Directors appreciate your whole hearted
efforts during the year and solicit your continued support and
co-operation. They also wish to convey their gratitude to the valued
customers, Auditors, customers, suppliers, dealers and all those
associated with the company for their continued patronage during the
year.
Your Directors also wish to place on record their appreciation for the
hard work put in by the employees at all levels.
For and on behalf of the Board
Place : Chennai G. Radhakrishna G.V. Gopinath
Date : 12th August 2014 Managing Director Director Finance
Mar 31, 2013
FINANCIAL RESULTS
The Company''s financial results for the period under review are as
follows:
(Rs. in Lakhs)
PARTICULARS 2012-13 2011-12
SALES AND OTHER INCOME 2,046.75 2,197.22
PROFIT BEFORE INTEREST, DEPRECIATION AND
TAXES 47.76 307.19
INTEREST 224.27 215.55
DEPRECIATION 79.80 94.10
PROFIT BEFORE TAX (257.77) (4.09)
DEFERRED TAX - -
PROFIT / (LOSS) AFTER TAX (257.77) (4.09)
PROFIT/ (LOSS) OF EARLIER YEARS (70.73) (66.64)
PROFIT / LOSS (328.50) (70.73)
PERFORMANCE
The company''s gross revenue from operations stands at Rs. 2043.39
lakhs, during the previous year performance of the company was sluggish
owing to increase in fixed cost incurred due to power shortage and
dearth in labor. As progress is impossible without change, the Board
of Directors resolved to consolidate the company''s operations to one
unit as a measure to curb the significant fixed cost which stood as the
major cause of concern for under performance by the company. Despite
the fact that the operations have been consolidated Stanpacks has given
positive breakthrough by achieving 93% of the revenue generated during
the previous year.
The overall losses of the company was due to re-organisation and
disposal of unused machinery. The Company has recorded a net loss of
Rs.257.77 lacs for the year and has incurred losses in the previous
year also, resulting in erosion more than of 50% of Net worth.. The
Management is confident that the Company will be able to generate
profits in future years and meet its financial obligation as they
arise. The Company has restructured the entire operations by
discontinuing business areas with very low operating margins, reducing
the number of locations to reduce the fixed overhead.
The Company is working in economizing the purchase cost of raw
materials to sustain price realization so that there is no loss of
margin on account of price fluctuations. The promoters have induced
liquidity of rs.168.66 Lacs in the last 2-3 years and will infuse
support further. Long term liquidity support will flow in to the
company by sale of lands belonging to the company at Nellore which is
not being used currently. This would clear all long term loans to the
bank which will reduce the interest burden considerably. These
initiatives will ensure that 2013-14 will result in consolidation for
generating profits in the coming years.
DIVIDEND
In view of the losses, current and accumulated, your Directors do not
recommend dividend for the year 2012-2013.
FIXED DEPOSITS
The total amount of fixed deposits from public and shareholders of the
company as at 31st March 2013 was Rs. 51.90 lakhs. There was no default
in repayment of the deposits or interest on the due dates and there was
no overdue/ unclaimed deposit at the end of the year.
DIRECTORS
Sri G.P.N. Gupta and Sri S. Ramakrishnan, Directors retire by rotation
at the Annual General Meeting and being eligible offer themselves for
re-appointment.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and Foreign Exchange
Earnings and outgo has been set out in Annexure-I of this Report.
CORPORATE GOVERNANCE
The Company has complied with all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges in which the Company is listed. In line with the requirements
of Clause 49 of the listing agreement, a separate report on Corporate
Governance, along with a certificate from the Statutory Auditors of the
Company is annexed herewith to this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
hereby confirm that they have:
- Followed the applicable Accounting Standards in the preparation of
the annual accounts along with proper explanation relating to material
departures;
- 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 profits of the company for the
year under review;
- 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 detecting
fraud and irregularities;
- Prepared the accounts for the Financial Year on a "going concern"
basis.
STATUTORY AUDITORS
The Directors recommend the appointment of the Auditors of the Company
to hold office from the conclusion of the 22nd Annual General Meeting
until the conclusion of the next Annual General Meeting and to fix
their remuneration. The present Auditors M/s. M. Srinivasan &
Associates whose tenure comes to an end at the ensuing Annual General
Meeting are eligible for re-appointment.
COST AUDITOR
Sri Rajesh Sai Iyer, Cost and Management Accountant has been appointed
as Cost Auditor to conduct cost audit pursuant to section 233B of The
Companies Act, 1956 for the product covered under MCA Cost Audit
Order(s) for the financial year 2013-2014 with the approval of Central
Government.
FORWARD LOOKING STATEMENTS
Statements in this management discussion and analysis describing the
Company''s objectives, projections, estimates and expectations may be
''forward-looking'' within the meaning of applicable laws and
regulations. Actual results may differ substantially or materially from
those expressed or implied. Important factors that could make a
difference to the Company''s operations include economic conditions
affecting demand/supply and price conditions in the domestic and
overseas markets in which the company operates, changes in the
Government regulations, tax laws and other statutes and other
incidental factors.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to the Central
Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for
their continued support during the year. Your Directors also wish to
convey their thanks to the valued customers, employees, Auditors,
customers, suppliers, dealers and all those associated with the company
for their continued patronage during the year.
For and on behalf of the Board
Place : Chennai G. Radhakrishna G.V. Gopinath
Date : 12th August 2013 Managing Director Director Finance
Mar 31, 2011
The Members,
The Directors' present the audited accounts of the Company for the
financial year ended 31st March 2011.
FINANCIAL RESULTS:
The Company's financial results for the period under review are as
follows:-
(Rs. In lakh)
PARTICULARS 2010-2011 2009-2010
Sales and other Income 2977.86 2702.32
Profit before Interest,
Depreciation & Taxes 319.62 194.86
Interest 197.24 185.73
Depreciation 97.97 98.54
Profit Before Tax 8.51 (90.92)
Deferred Tax - (27.42)
Profit/Loss After Tax 8.51 (63.50)
Profit / Loss of earlier years (75.15) (11.65)
Profit / (Loss) (66.65) (75.15)
DIVIDEND:
The Directors of the Company keeping in view the performance of the
Company have not recommended any dividend for the period under review.
DIRECTORS:
Sri M.Ravindra Reddy and Sri M.V.Chandrasekar Directors retire by
rotation at the Annual General Meeting and being eligible offer
themselves for reappointment.
The tenure of Sri G.V.Gopinath and Sri G.S.Sridhar, Directors comes to
an end on 24th September 2011. The Board recommends the Shareholders
to re- appoint them for a further period of three years and also
recommends the re-appointment of Sri G.Radhakrishna Managing Director
of the Company with effect from 19th November 2011 for three years.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo has been set out in Annexure-I of this Report.
CORPORATE GOVERNANCE:
The Company has complied with all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges in which the Company is listed. In line with the requirements
of Clause 49 of the listing agreement, a separate report on Corporate
Governance, along with a certificate from the Statutory Auditors of the
Company is annexed herewith to this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors'
hereby confirm that they have:
i) Followed the applicable accounting Standards in the preparation of
the annual accounts along with proper explanation relating to material
departures;
ii) 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 profits of the company for the
year under review;
iii) 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 detecting
fraud and irregularities;
iv) Prepared the accounts for the financial year on a "going concern"
basis.
STATUTORY AUDITORS:
The Directors recommend the appointment of the Auditors of the Company
to hold office from the conclusion of the 20th Annual General Meeting
until the conclusion of the next Annual General Meeting and to fix
their remuneration. The present Auditors M/s M.Srinivasan & Associates
whose tenure comes to an end at the ensuing Annual General Meeting are
eligible for reappointment.
INDUSTRIAL RELATIONS:
Industrial relations continued to be cordial. The Directors place on
record their deep appreciation for the sincere and dedicated teamwork
by all employees at all levels to meet the quality, cost and delivery
requirements of the customers.
FORWARD LOOKING STATEMENTS:
Management Discussion and Analysis forming part of this Report is in
compliance with Corporate Governance Standards incorporated in the
listing agreement with Stock Exchanges and such statements may be
"forward-looking" within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make a difference to
the Company's operations include economic conditions affecting
demand/supply and price conditions in the domestic and overseas markets
in which the company operates, changes in the Government regulations,
tax laws and other statutes and other incidental factors.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
Government, the Government of Tamil Nadu and Karnataka Bank Ltd., for
their continued support during the year. Your Directors also wish to
convey their thanks to the valued customers, employee's dealers for
their continued patronage during the year.
For and on behalf of the Board
G.V.Gopinath G.Radhakrishna
Director Finance & Marketing Managing Director
Place Chennai
Date May 26, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Report and the Audited
Accounts of the Company for the year ended 31st March 2010.
FINANCIAL RESULTS:
The salient features of the Companys financial results for the period
under review are as follows:-
Rs. In lakhs
2009-2010 2008-2009
Income
Sales and other Income 2702.32 2959.82
Profit before Interest, Depreciation & Taxes 194.86 85.33
Interest 185.73 203.67
Depreciation 98.54 97.43
Profit Before Tax (90.92) (213.86)
Deferred Tax (27.42) (106.24)
Fringe Benefit Tax - 2.10
Profit After Tax (63.50) (109.72)
Profit of earlier years (11.65) 98.07
Profit / (Loss) (75.15) (11.65)
DIVIDEND:
The Directors have not recommended any dividend during the year under
review, as the company did not have profits to distribute.
OPERATIONS:
The company made a turnover of 2694.47 Lakhs as against the turnover of
2887.84 lakhs during the previous year. This has resulted in the loss
of Rs 64 lakhs. The cost of operation increased due to increase in cost
of power on account of power shutdowns and also increase in labour
cost. The shifting of the Marasur factory to Chennai has resulted in
the loss of production.
The Marasur unit deals with production of agronit bags. The demand for
which has greatly reduced. The scope for expansion at Marasur is not
inconsonant with the current market situations in Tamil Nadu. Without
expansion the cost of running is too high to continue the production
there. Considering all these the Board had approved the shifting of the
same to Chennai. Thus the plant and machineries in Marasur Unit has
been shifted to Chennai Unit.
Regarding Auditors comment in clause xvi of the annexure to the
auditors report that "the company has used Rs. 97.98 Lakhs funds on
short term basis for long term investment."
The company would like to inform the shareholders that during the year
the company had to shift the operation from Marasur (Bangalore) to
Chennai for synergy in operation and to consolidate operations. The
temporary disruption of production during this period, the cost of
relocation initial startup expenses coupled with the additional power
requirement cost was the major reason, for this. An amount to the tune
of around Rs. 37 Lakhs was invested towards the same.
The benefits of this will accrue to your company during the ensuing
financial year. Your company is confident of nullifying this effect
during the current fiscal.
It is pertinent here to inform the shareholders that the balance amount
was utilised towards Repayment of Term Loan .
DIRECTORS:
Sri. S.Ramakrishnan, Director retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Sri B.Surender, Director retires by rotation at the ensuing Annual
General Meeting.
During the year, Dr. G.V.Chalapathi, Managing Director and Sri.
G.Muralidhar Director have resigned from the Directorship of the
Company. Sri G.Radhakrishna, Joint Managing Director has taken the
mantle of the Managing Director from Sri G.V. Chalapathi with effect
from April 01,2010. Sri.G.P.N.Gupta, Sri. Rajuswamy and Sri.
SanjayRamaswami were appointed as additional directorsand their
appointments are valid till the ensuing Annual general Meeting only.
Hence their appointment to the board as Non-Executive Directors, liable
to retire by rotation are being placed before the shareholders.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration
which in the aggregate exceeded the limits fixed under sub-section (2A)
of Section 217 of the Companies Act, 1956.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
Information in accordance with the provisions of Section 217(l)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo has been set out in the Annexure-I to this Report.
CORPORATE GOVERNANCE:
The Company has complied with all mandatory provisions of Corporate
Governance as prescribed under the Listing Agreement of the Stock
Exchanges in which the Company is listed. In line with the requirements
of Clause 49 of the listing agreement, a separate report on Corporate
Governance, along with a certificate from the Statutory Auditors of the
Company is annexed herewith to this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors
hereby confirm that they have:
i) Followed the applicable accounting Standards in the preparation of
the annual accounts;
ii) 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 profits of the company for the
year under review;
iii) 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 detecting
fraud and irregularities;
iv) Prepared the accounts for the financial year on a "going concern"
basis.
STATUTORY AUDITORS:
The Board of Directors recommend the appointment of the Auditors of the
Company to hold office from the conclusion of the ensuing Annual
General Meeting until the conclusion of the next Annual General Meeting
and to fix their remuneration. The present Auditors, M/s.M.Srinivasan &
Associates whose tenure comes to an end at the ensuing Annual General
Meeting are eligible for reappointment.
INDUSTRIAL RELATIONS:
Industrial relations continued to be cordial. The Directors place on
record their deep appreciation for the sincere and dedicated teamwork
by all employees at all levels to meet the quality, cost and delivery
requirements of the customers.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their gratitude to the Central
Government and the Government of Tamil Nadu, Karnataka Bank Ltd., for
their continued support during the year. Your Directors also wish to
convey their thanks to the valued customers, dealers for their
continued patronage during the year.
Your Directors acknowledge with appreciation the services rendered by
the Executives, Staff and Workers of the Company.
For and on behalf of the Board
Chennai G.Radhakrishna G.V.Gopinath
May 27, 2010 Managing Director Executive Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article