Home  »  Company  »  Time Technoplast Ltd  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Time Technoplast Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Report on your companys business operations aIongwith the Audited Statement of Accounts for the financial year ended March 31.2014.

Financial Results:

(RS.in Mn )

Particulars Standalone Consolidated

2014 2013 2014 2013

i: Gross Income from Sales 13507.96 11807.76 23683.99 19563.48

ii Net Income from Sales 12180.26 10665.58 21863.07 17974.08

iii Other Income 234.85 43.04 60.01 52.57

iv Totat lncome 12415.11 10708.62 21923.08 18026.65

v Operating Expenditure 10348.26 8725.61 18788.09 15057.60

vi Profit before interest, Depreciations. Tax 2066.85 1983.01 3142.99 2969.05

vii Interest 413.97 563.91 989.78 885.76

viii Depreciation 439.80 402.44 869.27 674.95

ix Profit before Tax 1013.08 1016.65 1283.94 1408.34

X Tax Expenses 209.70 261.19 295.61 341.04

Xi Minority Interest and shares of Loss/Profit) - - 34.06 32.58 of Associates

Xii Net Profit for the Year 803.38 755.46 954.27 1034.72

Xiii Balance brought forward from previous year 4557.52 4022.03 5596.01 4793.82

Xiv Provision for taxation of earlier years 14.44 (25.65) 11.58 (24.40)

Xv Amount Available for Appropriation 5346.45 4803.14 653B.03 5852.94

a. Proposed Dividend 94.55 94.55 98.45 98.45

b. Tax on Oividend 16.07 16.07 16.73 16.73

c Transfer to General Reserves 135.00 135.00 142.42 141.75

d. Balance carried to Balance Sheet 5100.83 4557.52 6281.09 5596.01

THEYEAR UNDER REVIEW;

Consolidated

Gross sales and other income for the consolidated entity increased to Rs. 23483.99 Mn. as against Rs. 19563,48 Mn in the previous year, registered an impressive growth of 21.06% .The Nel Profit stood at Rs. 954.27 Mn as compared to the previous yearRs. 1034.72 Mn showing a decrease of 7.77X.

Standalone

Gross sales and other income for Ihe standalone entity increased to * 13507.96 Mn. as against Rs. 11B07.76 Mn in the previous year, registered a growth of 14.39%. The Net Prof itatRs. 803.38 Mnas against Rs. 755.46 Mn represents an increase of 634°; as compared to the previous year.

DIVIDEND:

Your Directors are pleased to recommend 45% Dividend (being Rs. 0.45 per share] (Previous Year : 45% - final] on 210,117,750 Equity Shares of Rs. 1/- each, subject to the approval by the Shareholders and this will absorb about Rs.110.62 Mn including dividend tax and surcharge thereon (Previous year : Rs. 110.62 Mn].

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. Hans- Dieter von Meibom tendered his resignation as director of the Company w.e.f. 28.01.2014.The Board of Directors wish to place on record their appreciation for the valuable guidance during his tenure as Director of the Company.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10] of Section 149 of the Companies Act, 2013 (effective April 1, 2014] provides that independent directors shall hold office for a term of upto five Consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the share holders of the company.

Pursuant to Section 149 and Section 152 of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors] Rules, 2014, Mr. K. N. Venkatasubramanian, Mr. Sanjaya Kulkarni, Mr. M.K. Wadhwa and Mr. Kartik Parija retire at the forthcoming Annual General Meeting of the Company and are eligible for appointment for a term of five consecutive years as Independent Directors in accordance with the Companies Act 2013.

In order to give effect to the applicable provisions of Sec 149 and Sec 152 of the Act, it is proposed that these directors be appointed as Independent Directors, to hold office for five consecutive years, w.e.f the date of the forthcoming AGM and they shall not be liable to retire by rotation.

Mr. Naveen Jain, Director of the Company retires by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Bharat Vageria, Whole time Director was appointed as Chief Financial Officer of the Company as required under Sec 203 of the Companies Act 2013 w.e.f 29th May 2014.

CONSTITUTIONS OF BOARD COMMITTEES/ REDEFINING THEIR ROLES:

The role, powers and terms of reference of the Audit Committee were revised w.e.f. 29th May 2014, so as to align it with the requirements of Revised clause 49 of the Listing Agreement as well as provisions of Sec 1 77 of the Companies Act, 2013.

The Shareholders''/Investors'' Grievance Committee constituted by the Board was renamed as Stakeholders Relationship Committee on 29th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 1 78 of the Companies Act 2013.

The Remuneration Committee constituted by the Board was renamed as Nomination and Remuneration Committee on 29th May 2014 and its scope was enhanced to align it with the scope and powers as set out in Sec 1 78 of the Companies Act 2013 and the Amended Clause 49 of the Listing Agreement. In order to meet the requirements of the Companies Act 2013, Mr. Sanjaya Kulkarni was appointed as Chairman of the Committee in place of Mr. K. N. Venkatasubramanian w.e.f 29th May 2014.

The Corporate Social Responsibility Committee was constituted on 29th May 2014 in accordance with the Sec 135 of the Companies Act 2013 to formulate and recommend to the Board of directors, the CSR Policy and to indicate the activities to be undertaken by the Company to meet the objectives of the CSR Policy.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March 2014, the Company has following subsidiaries TPL Plastech Limited, India; NED Energy Limited, India; Elan Incorporated FZE, Sharjah UAE; Novo Tech Spz o.o. Poland; Kompozit Praha S.R.O. Czech Republic; GNXT Investment Holdings Pte Ltd, Singapore and Ikon Investment Holdings Ltd, Mauritius.

The Company also has the following step down subsidiaries through its subsidiary Elan Incorporated FZE, Gulf Power Beat W.L.L. Bahrain through Technika Incoporation FZE, Sharjah; Tianjin Elan Plastech Co. Limited, China and Pack Delta Pte Limited, Singapore.

The Company has also following step down subsidiaries through its subsidiary GNXT Investment Holdings Pte, Limited- Pack Delta Public Co.Limited, Thailand YPA (Thailand] Limited, Thailand ; PT Novo Complast, Indonesia; Tech Complast, South Korea; Exel Plastech Co Ltd, Vietnam; QPACK Industries SDN BHD, Malaysia and Yung Hsin Contain Industries Co Ltd, Taiwan.

The Company has also following step down subsidiaries through its subsidiary Novo Tech Spz o.o.- Grass Tech SRL, Romania and Grass Tech BVBA, Belgium

The NED Energy Limited has one subsidiary Powerbuild Batteries Pvt. Ltd., India

As on 31st March 2014, the Company has following Joint Venture Companies Time Mauser Industries Pvt Ltd, India; Schoeller Allibert Time Holdings Pte Ltd, Singapore; and Nile Egypt Plastech Industries S.A.E. and JV step down subsidiary , Schoeller AllibertTime Materials Handling Solutions Limited, India.

In terms of the General Circular no 2/2011 dtd 8.2.2011 issued by the Ministry of Corporate Affairs, in respect of Section 212 of the Companies Act, 1956 the Board of Directors of the Company had accorded their consent for not attaching the Balance Sheet of the subsidiaries with the accounts of the Company.

Pursuant to aforesaid Circular, the financial data of the subsidiaries have been furnished under "summary of Financial nformation of Subsidiary Companies" and forms part of this Annual Report.

The Annual Accounts of the subsidiary companies and the related detailed information, shall be made available to the shareholders of the Company, seeking such information.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources , assets , liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries after elimination of minority interest, as a single entry.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Joint Venture partners offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Joint Venture partners for better understanding of the technology and the Joint Venture partners continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs. 517.02 Mn.(including deemed exports]

Total foreign exchange outgo - Rs. 3956.7 Mn ( including value of imports on CIF basis]

AUDITORS:

The Auditors M/s Raman S. Shah & Associates, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

As required under the provisions of Section 139and141ofthe Companies Act 2013, the Company has received written consent and certificate from M/s. Raman S. Shah & Associates , Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section and it is proposed to re-appoint them as Auditors upto the conclusion of the Annual General Meeting of the Company to beheld in 2017, subject to ratification of the appointment by the members at AGM.

Members are requested to consider their re-appointment and authorize the Board to fix their remuneration.

COST AUDITOR

As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956 and the Rules thereunder, the Company''s Cost Records for the year ended March 31, 2014 are being Audited by Cost Auditors, M/s. C. G. Pampat & Co. The Cost Audit Report for the year ended March 31, 2013 was filed within the stipulated due date. The Board of Directors of the Company has, at its meeting held on 29th May 2014 appointed M/s. C. G. Pampat & Co. as the Cost Auditors for the year ending March 31, 2015. The members will be required to ratify the remuneration proposed to be paid to the Cost Auditors in terms of relevant provisions of the Companies Act, 2013.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certificate on its compliance is given in "Annexure" to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

During the Year only 200,000 options were vested and no options were exercised or granted under TTL EMPLOYEES STOCK OPTION PLAN 2006

PERSONNEL AND INDUSTRIAL RELATIONS:

During the year under review, the industrial relation scenario at all the operating plants of the Company was satisfactory.

DIRECTORS REPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA] of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confirmed:

a. That in the preparation of the annua I accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That 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 at the end of the financial year and of the profit of the Company for that period;

c. That the Directors had 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;

d. That the Directors had prepared the accounts for the financial year ended 31st March 2014, on a going concern" basis.

ACKNOWLEDGMENTS:

Your Director wish to express their appreciation of the continued support and co-operation received from the Banks, Financial nstitutions, Government Departments, Vendors, Customers and Employees of the Company.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR-Finance

Place : Mumbai Date : 29th May 2014


Mar 31, 2013

To The Members,

The Directors are pleaded to presenl their Report on ynur company''s business operations alonov.''jth the Audited Eitalement of Accounts for the financial year ended March 31,2013,

FINANCIALRESULTS:

Praticulars Standalone Consolidated 2013 2012 2013 2012

i Gross Income from Sales 11807.76 9942.67 19316.73 15101.57

ii Net Income from Sales 10665.58 920739 17974.08 15281.91

iii Other Income 43.04 53.42 52.57 3.58

iv Total Income 10708.62 9265 61 16026.65 15.321.06

v Operating Expenditure 6725.61 7487.18 15057.60 128.81

vi Profit before Interesl, Depreciation & Tan 1983.01 1,779.63 2969.05 2470.02

#: Interest 563.91 444,56 635.76 634.63

viii Depreciation 402.44 356.03 674.95 556.23

ix Profit before Tax 1016.65 973.04 1406.34 1229.11

k j Tax Expenses 261.19 24196 341.04 307.95

xi Minority Interest and shares of Loss/[Profit] of Associates 32.58 23.26

xi Net Profit for the Year 755 46 736 04 1034-72 897.90

xiii Balance brought forward from previous year 4022.04 3521.85 4793.82 4150.61

xiv i Provision for taxation of earlier years 25.65 9.03 24.40 8.76

xv Amount Available for Appropriation 4803.14 4266.93 5852.94 5039.74

ia. Proposed Dividend 94.55 94.55 96.45 98.45

Tax on Dividend 16.07 15 34 16.73 15.97

Transfer id General Reserves 135.00 135.00 141.75 131.50

d. Balance carried to Balance Sheet 4557.52 4022 04 5596.01 4793.82

THE YEAR UNDER REVIEW: Consolidated

Grass sales and other income for the consolidated entity increased to RS. 19348.73 Mn, as against RS. 1540t.57 Mn in the previous yar. registered an impressive growth of 25.63% .The Net Profit stood atRS. 1034.72 Mn as compared to the previous yearRS. 697.90 Mn showing an increase of 15.26%.

Standalone

Grass sales and other income lor the standatone entity increased to Z 11807.76 Mn, as against 7 9942.BRS. Mn in Ihe previous year, registered a growth of 16.76%. The Net Profit at RS. 755.46 Mn as against t 736.04 Mn represents an increase of 2.64 % as compared to the previous year

DIVIDEND:

Your Directors are pleased to recommend 45 % Dividend [being RS. 0.45 per share] (Previous Year : 45% - hnall on 210.117,750 Equily Shares ol the Company subject to the Approval by the Shareholders and this will absorb about 7 110.62 Mn including dividend lax and surcharge thereon [Previous year: RS. 109.89 Mn].

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 Dt the Listing Agreement with Ihe Stock Exchanges, is presented in a separate section terming pari of the Annual Report.

DIRECTORS:

Mr. Raghupathy Thyaganajan. Mr. Kartik Parija and Mr. M. K.Wadhwa Directors of the Company retire by relation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

Asa purposeful strategy, your Company carries all its business operations through several subsidiary and associate companies which are formed either directly or as step-dawn subsidiaries or in certain cases by acquisition ol a majority slake in existing enterprises.

During the year under review:

Incorporation /re-organization

Indian Companies:

1. During the year under review, NED Energy Limited, subsidiary of Time Technoplast Limited, has further acquired 7% equily in Power Build Batteries Private Limited, its subsidiary company.

Overseas Companies

1. The 51% shareholding of Mauser Holding Nelherland BV in Mauser Holding Asia Pte Limited IMHAPLI, Singapore was transferred to GNXT Investment Holdings PTE Ltd, Singapore [a wholly owned subsidiary of TTL]. The 49 % shareholding of Time Technoplast Limited ITTL] In MHAPL was also transferred to GNXT. MHAPL became a wholly owned subsidiary of GNXT. MHAPL was thereafter merged with GNXT in compliance with ihe local laws w.e.f 3G;I'' September 2012.

2- Pack Detta Pte Ltd [originally incorporated as ACME Flastech Pte Limited!. Singapore engaged in wholesale trading activities was incorporated through our 100% subsidiary Elan Incorporated FZE. Sharjah.

3. Elan Incorporated FZE, Sharjah [100% subsidiary of TTL] was holding 100% shares on YPA Thailand Limited. Pack Delta

Public Company Limited. Thailand (subsidiary of GNXTl acquired 100% equity held by Elan Incorporated FZE. Sharjah in VPA Thailand Limited.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement ol the Company and

all its subsidiaries have been prepared in accordance wilh the Accounting Standards issued by the Institute of Chartered Accountants of India, and show Ihe financial resources, assets, Liabilities, income, profits and other details of the Company, its associate Companies, ils joint ventures and its subsidiaries after elimination of minorily interest, as a single entry.

As per the general exemption granted vide General Circular no 2/2011 did 8.2.2011 issued by Ihe Ministry of Corporate Affairs, to all the companies under the Sec 212 at the Companies Act, 1956, Ihe Company has passed necessary Board resolution for exemption for the year ended March 31. 2013 from attaching to its Balance Sheet, the individual Annual Reports of the subsidiaries. A Consolidated Financial statement of ihe Company and all ils subsidiaries has been attached wilh the annual report of Ihe Company. The Annual Accounts d1 the subsidiary companies and Ihe related detailed information. shall be made available to the shareholders of the Company, seeking such information.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGY CONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy effciency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Joint Venture partners offer periodical training to improve the quality of the Company''s products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Joint Venture partners for better understanding of the technology and the Joint Venture partners continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs. 739.24 Mn (including deemed exports)

Total foreign exchange outgo - Rs. 3695.70 Mn (including value of imports on CIF basis)

QUALITY MANAGEMENT SYSTEM:

The Company''s products comply with the latest international standards in quality and performance. All the major units of the company are ISO Certifed as on date.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S . Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1B) of The Companies Act 1956, and that they are qualifed to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the fnancial year 2013-14 with the authority to the Board of Directors to fx their remuneration.

COST AUDITORS:

In terms of the Notifcation F No 52/26/CAB-2010 dated January 2012 issued by the Ministry of Corporate Affairs, Government of India, the Company has appointed M/s C G pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fnancial year 2012-13.

The Company has appointed M/s C G pampat & Co, Cost Accountant as Cost Auditor for the audit of the Cost Accounting records for the fnancial year 2013-14. It is in the process of making necessary application to the Central Government for seeking its approval to the appointment of Cost Auditor.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditors'' Certifcate on its compliance is given in "Annexure” to this Report.

PARTICULARS OF EMPLOYEES:

particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

pursuant to the approval of the shareholders of the Company in the Extra Ordinary General Meeting held on October 20, 2006, the Company has implemented the "TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP plan)”. The number of shares offered under the said scheme was 10,50,000 equity shares of Rs. 10/- each (now 105,00,000 equity shares of face value Rs. 1/-, after the equity shares of Rs. 10/- each were split into 10 equity shares of Rs. 1/- each on the Record Date of 6th November, 2008).

The Compensation Committee approved the initial grant of 7,37,200 options of Rs. 10/- each (now 73,72,000 options of Rs. 1/- each), to various employees of the company, under the said ESOp plan.

The Company allotted 8,52,750 equity shares of Rs. 1/- to all those eligible employees who exercised their options under the TTL ESOp - 2006 Scheme during 2011-12.

During the Financial Year 2012-13:

a. The Compensation Committee extended the exercise period upto 30th June 2013, for the options vested on 15.11.2007 and 15.11.2008.

b. Number of options granted: Nil Number of options exercised: Nil

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 are provided in the notes to accounts.

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employees were cordial during the year.

DIRECTORS RESPONSIBILITY STATEMENT: pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' responsibility statement, it is hereby confrmed:

a. That in the preparation of the annual accounts for the fnancial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That 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 at the end of the fnancial year and of the proft of the Company for that period;

c. That the Directors had taken proper and suffcient 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;

d. That the Directors had prepared the accounts for the fnancial year ended 31st March 2013, on a "going concern” basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuable support. Above all, the Directors are indebted to Financial Institutions, Banks, Government and semi Government Authorities without whose help the Company could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai

Date : 28.05.2013


Mar 31, 2011

The Members,

The Directors' have pleasure in presenting the Directors' report on the business and operations of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rs.in Mn.)

Standalone Consolidated

2011 2010 2011 2010

i Gross Income from Sales 8805.99 7026.39 13665.53 10750.05

ii Net Income from Sales 8218.93 6613.96 12752.68 10113.54

iii Other Income 63.64 37.51 22.70 16.47

iv Total Income 8282.57 6651.47 12775.38 10130.01

v Operating Expenditure 6521.05 5332.00 10392.52 8163.61

vi Profit before Interest, Depreciation & Tax 1761.52 1319.47 2382.86 1966.40

vii Interest 318.11 241.42 451.24 332.56

viii Depreciation 301.86 244.18 439.92 355.24

ix Profit before Tax 1141.55 833.87 1491.70 1278.60

x Provision for Taxes 204.73 133.47 355.75 295.98

xi Minority Interest and shares of Loss/(Profit) of Associates - - 58.84 73.86

xii Net Profit for the Year 936.82 700.40 1077.12 908.75

xiii Deferred Tax (35.45) (16.54) - -

xiv Balance brought forward from previous year 2843.98 2331.41 4456.77 2646.48

xv Provision for taxation of earlier years 20.95 (6.18) 20.74 (62.38)

xvi Amount available for Appropriation 3766.29 3009.09 3549.00

a Proposed Dividend 94.17 83.71 117.15 106.37

b Tax on Dividend 15.27 13.90 19.01 17.74

c Transfer to General Reserves 135.00 67.50 170.00 99.00

D Balance carried to Balance Sheet 3521.85 2843.98 4150.61 3325.88

THE YEAR UNDER REVIEW:

Consolidated

Gross sales and other income for the consolidated entity increased to Rs.13665.53 Mn, as against Rs.10750.05 Mn in the previous year, registered an impressive growth of 27.12%. The Net Profit stood at Rs.1077.12 mn as compared to the previous year Rs.908.75 Mn showing an increase of 18.53%.

Standalone

Gross sales and other income for the standalone entity increased to Rs.8805.99 Mn, as against Rs.7026.39 Mn in the previous year, registered a growth of 25.32%. The Net Profit at Rs.936.82 Mn as against Rs.700.40 Mn represents an increase of 33.74 %, over the previous year. The performance of the company may be considered satisfactory in the wake of overall challenging conditions prevailing in the market.

DIVIDEND:

The Company has performed significantly better during the year, therefore, your Directors are pleased to recommend 45 % Dividend ( being Rs. 0.45 per share] (Previous Year: 40% - final] on 20,92,65,000 Equity Shares of the Company subject to the Approval by The Shareholders and this will absorb about Rs..109.45 Mn including Dividend Tax and surcharge thereon (Previous year :Rs.97.60Mn].

MANAGEMENTS DISCUSSION &ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. M.K.Wadhwa, Mr. Naveen Jainand Mr. Hans Dietervon Meibom, Directors of the Company retire by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES.

JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

At the beginning of the financial year, the Company Had the following Subsidiaries/Joint Ventures:

A. Indian Subsidiaries: viz TPL Plastech Limited (a Company listed at BSE], NED Energy Limited and Schoeller Area Time Materials Handling Solutions Limited

B. Foreign Subsidiaries: Elan Incorporated FZE, Sharjah (UAE], Novo Tech Spz o.o. (Poland], Kompozit Praha s.r.o. Czech Republicand IKON Investment Holdings Limited, Mauritius

In addition to that the Company had step-down subsidiaries i.e

a] Technika Corporation FZE, UAE, subsidiary of NED Energy and Gulf Power Beat WLL Bahrain subsidiary, Technika Corporation FZE and

b] Tianjin Elan Plastech Company Limited (China] and YPA(Thailand] Limited, subsidiaries of Elan Incorporated FZE. Sharjah.

C. JOINT VENTURES: The Company had three joint ventures viz Time Mauser Industries Pvt. Limited, India engaged in the manufacturing of Intermediates Bulk Containers (IBCs] & steel barrels, Mauser Holding Asia Pte Limited, Singapore which own 99.36% equity of Pack Delta (Thailand], a company engaged in the manufacturing of Industrial packaging in Thailand and Schoeller Area Time Holdings Pte Limited, Singapore to initially establish a wholly owned subsidiary in India for carrying on the business of manufacturing, marketing and selling of certain plastic material handling containers and in future to establish subsidiaries in other countries in the Middle East and elsewhere in the Australian and Asian region.

During the financial year, the following acquisitions/incorporations were made by the Company:

a. In India:

NED Energy Limited acquired majority stake in Power Build Batteries Private Limited, Bengaluru, Karnataka. This Company is engaged in the manufacture of tubular batteries. With this acquisition, NED will be synergizing the manufacturing and marketing facilities of both the companies in the existing Telecom segment as well as new segments viz., UPS, Inverter and Railways and will be able to consolidate its position in competing with Big companies in the market in less time.

b. Overseas:

i] GNXT Investment Holdings PTE Limited, Singapore (GNXT] was set up as a subsidiary company of IKON Investment Holdings Limited, Mauritius (IKON], for holding investments overseas.

During the current year, in a re-structuring exercise, Time Technoplast Limited has entered into Share Purchase Agreement with IKON for acquiring it sentire shareholding in GNXT.

ii GNXT acquired 90% stake in Yung Hsin Contain Industry Co. Ltd., largest plastic industrial packaging company in Taiwan.

iii] PT Novo Complast, Indonesia and Tech Complast, Korea , were incorporated as subsidiary of GNXT Investment Holdings Pte Ltd, Singapore for the manufacture of Polymer Products and other Composite Products.

iv] Time Technoplast Limited acquired the plastic product division of Solutia Europe having state-of-the-art production facility in Romania This acquisition brings to Company internationally renowned brands -"Astro Turf" and "Clear Pass" and well organized distribution net work across Asia, Europe and South America.

v] Nile Egypt Plastech Industries S.A.E, Egypt was incorporated as a subsidiary of IKON Invetment Holdings Limited, for the manufacture of Industrial Packaging Products.

During the current financial year, the entire shareholding of Schoeller Area Time Material Handling Solutions Limited, India, which was held by Time Techno plast Limited has been transferred to Schoeller Area Time Holding PTE Limited, Singapore.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries aftere limination of minority interest, as a single entry.

As per the general exemption granted vide General Circular no 2/2011 dtd 8.2.2011 issued by the Ministry of Corporate Affairs, to all the companies under the Sec 212 of the Companies Act, 1956, the Company has passed necessary Board resolution for exemption for the year ended March 31, 2011 from attaching to its Balance Sheet, the individual Annual Reports of the subsidiaries. A Consolidated Financial statement of the Company and all its subsidiaries has been attached with the annual report of the Company. The Annual Accounts of the subsidiary companies and the related detailed information, shall be made available to the shareholders of the Company. seeking such information.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the Companies Act, 1956.

ENERGYCONSERVATION:

Your Company continues to emphasize on energy conservation at the early stage of plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGYABSORPTION:

The Collaborators offer periodical training to improve the quality of the Company's products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGEEARNINGS&OUTGO:

Total foreign exchange earnings - Rs.605.70 Mn (in cluding deemed exports]

Total foreign exchange outgo - Rs.2607.49 Mn (in cluding value of imports on CIF basis]

QUALITY MANAGEMENT SYSTEM:

The Company's products comply with the latest international standards in quality and performance. All the major units of the Company are ISO Certified as on date.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S .Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1 B] of The Companies Act 1956 and that they are qualified to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the financial year 2011-12 with the authority to the Board of Directors to fix their remuneration.

CORPORATEGOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governance along with the Auditor's Certificate on its compliance is given in "Annexure" to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217|2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 as amended, are not given, as none of the employees qualifies for such disclosure.

EMPLOYEE STOCK OPTIONS SCHEME:

Pursuant to the approval of the shareholders of the Company in the Extraordinary General Meeting held on 0ctober20, 2006, the Company has implemented the TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP Plan]. The number of shares offered under the said scheme was 1,050,000 equity shares of Rs. 10 each ( now 105,00,000 equity shares of face value Rs. 1, after the equity shares of Rs.10each were split into loequity shares of Rs.1eachontheRecord Date of 06th November.2008].

The Compensation Committee approved the initial grant of 737,200 options of Rs. 10 each (now 7,372,000 options of Rs. 1 each, to Various employees of the company. Under the said ESOP Plan.

During the Year

i] The Company obtained in principle approval of NSE and BSE for the listing upto a maximum 10,500,000 equity shares of Rs.1 each to be issued under the TTL Employees Stock Option Scheme - 2006 .

ii] The Compensation Committee extended the exercise period up to 31st July,2011 for the options vested on 15.11.2007.

iii] Number of options granted: Nil; Number of options exercised: Nil

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employees were cordial during the year

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA] of the Companies Act, 1956 with respect to Directors' responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That 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 at the end of the financial year and of the profit of the Company for that period;

c. That the Directors had 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;

d. That the Directors had prepared the accounts for the financial year ended 31st March 2011, on a "going concern" basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuable support. Above all, the Directors are indebted to Financial Institutions, Banks, Government and Semi-Government Authorities without whose help the Company could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARAT VAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai,

Date : 27th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Directors Report on the business and operations of the Company for the year ended on 31st March,2010.

FINANCIAL RESULTS: (Rs. in Mn.)

Standalone Consolidated

2009-10 2008-09 2009-10 2008-09

i Gross Income from Sales 7026.39 5902.40 10750.05 8882.94

ii Net Income from Sales 6613.96 5224.34 10113.54 7897.47

iii Other Income 37.51 56.83 16.47 3.92

iv Total Income 6651.47 5281.17 10130.01 7901.39

v Operating Expenditure 5332.00 4196.20 8163.61 6339.62

vi Profit before Interest, Depreciation & Tax 1319.47 1084.97 1966.40 1561.77

vii Interest 241.42 188.24 332.56 271.08

viii Depreciation 244.18 192.08 355.24 259.45

ix Profit before Tax 833.87 704.65 1278.60 1031.24

x Provision for Taxes 133.47 107.14 295.98 269.34

xi Minority Interest and shares of Loss/(Profit) of Associates - - 73.86 71.83

xii Net Profit for the Year 700.40 597.51 908.75 690.06

xiii Deferred Tax <16.54> (15.04) - -

xiv Balance brought forward from previous year 2331.41 1889.90 2583.96 2095.99

xv Provision for taxation of earlier years <6.18> 3.23 (6.24) 3.87

xvi Amount available for Appropriation: 3009.09 2475.60 3486.47 2789.92

a.Proposed Dividend 83.71 73.24 106.37 94.25

b Tax on Dividend 13.90 12.44 17.74 16.02

c Transfer to General Reserves67.50 58.50 99.00 95.68

D Balance carried to Balance Sheet 2843.98 2331.42 3263.36 2583.96

THE YEAR UNDER REVIEW:

Consolidated

Net Income from the consolidated entity increased to Rs. 10113.54 Mn, as against Rs.7897.47 Mn in the previous year, registered an impressive growth of 28.06%. The Net Profit stood at Rs. 908.75 mn as compared to the previous year Rs. 690.06 Mn showing an increase of 31.69%.

Standalone

Net Income from the standalone entity increased to Rs 6613.96 Mn, as against Rs.5224.34 Mn in the previous year, registered a growth of 26.60%. The Net Profit at Rs. 700.40 Mn as against Rs. 597.51 Mn represents an increase of 17.22 %, over the previous year. The performance of the company may be considered satisfactory in the wake of overall challenging conditions prevailing in the market.

DIVIDEND:

The Company has performed significantly better during the year, therefore, your Directors are pleased to recommend 40 % Dividend (being Re 0.40 per share) (Previous Year: 35% - final) on 20,92,65,000 Equity Shares of the Company subject to the Approval by the Shareholders and this will absorb about Rs.97.60 Mn including dividend tax and surcharge thereon (Previousyear:Rs85.69 Mn).

MANAGEMENTS DISCUSSIONS ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DIRECTORS:

Mr. K. N. Venkatasubramanian and Mr. Raghupthy Thyagarajan, Directors of the Company retire by rotation and being eligible;offerthemselvesforreappointmentattheensuingAnnualGeneral Meeting.

SUBSIDIARY COMPANIES JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:

At the beginning of the financialyear, the Company had following Indian subsidiaries -TPL Plastech Limited (a Company listed at BSE), NED Energy Limited and two foreign subsidiaries viz Elan Incorporated FZE, Sharjah (UAE), Novo Tech Sp z o.o. (Poland). In addition to that the Company had a step down subsidiaries i.e Technika Corporation FZE, UAE, subsidiary of NEDEnergyand Gulf PowerBeatWLLBahrainwhichisasubsidiaryofTechnika Corporation FZE.

During the year under consideration, Elan Incorporated FZE set up a wholly owned subsidiary Tianjian Elan Plastech Company Limited in China to Manufacture Packaging products& Intermediate Bulk Containers(IBCs).

Elan further acquired 100% equity of YPA (Thailand) Limited - Industrial Packaging Company. YPAs capacity and product portfolio is being expanded to caterto ASEAN region more effectively.

The Company has acquired 99% equity of Kompozit Praha s.r.o. Czech Republic, a company engaged in the business of manufacturing Composite Cylinders. Through this acquisition Time Tech shall be able to bring for the first time state of theartCompositeCylindersin Indiaandwill explore business opportunities in other countries in Asia and Middle East.

The Company had two joint ventures viz Time Mauser Industries Pvt. Limited, India engaged in the manufacturing of Intermediates Bulk Containers (IBCs) and steel barrels, Mauser Holding Asia Pte Limited, Singapore which own 99.36% equityof Pack Delta (Thailand), a company engaged in the manufacturing of Industrial packaging inThailand.

The Company has also set up a wholly owned subsidiary, IKON Investment Holdings Limited, Mauritius (IKON).This is an investment holding company to hold worldwide investments (excluding Mauritius and India) with its principal focus in Middle East and Asian countries including Thailand and Singapore and other emerging markets countries. As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate Companies, its joint ventures and its subsidiaries after elimination of minority interest.as a single entry.

The Company has applied for exemption for the year ended March 31, 2010 to the Ministry of Corporate Affairs from attaching the individual Annual Reports of the subsidiaries.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 58-A of the CompaniesAct,1956.

ENERGYCONSERVATION:

YourCompany continuesto emphasize on energy conservation at the early stageof plant design and in selection of plant and equipment, electrical motors /designs for optimizing energy consumption by installation of necessary equipment to improve the power factor with a view to achieve better energy efficiency at all levels of operations.

TECHNOLOGY ABSORPTION:

The Collaborators offer periodical training to improve the quality of the Companys products and performance to conform to the latest international standards. Besides, employees of the Company have been attending in-house training programs designed and developed with the help of Collaborators for better understanding of the technology and the Collaborators continue to express their full satisfaction and appreciation with the level of technology absorption in the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

Total foreign exchange earnings - Rs 275.30 Mn (including deemed exports]

Total foreign exchange outgo - Rs2507.68Mn

QUALITY MANAGEMENTSYSTEM:

The Companys products comply with the latest international standards in quality and performance. All the major units of thecompanyare ISO Certified asondate.

AUDITORS:

The Statutory Auditors of the Company, M/s Raman S .Shah & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. The Company has received a letter from to the effect that their appointment if made would be within the prescribed limit under sec 224(1 B) of The Companies Act 1956 ant that theyare qualified to be so appointed.

The Directors recommend the appointment of Raman S. Shah & Associates, Chartered Accountants Mumbai as Statutory Auditors of the Company for the financial year 2010-11 with the authority to the Board of Directors to fix their remuneration.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as stipulated in clause 49 of the Listing Agreement have been complied with. A separate Report on Corporate Governancealong with theAuditors-Certificateon its complianceisgiven in "Annexure"to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not given, as none of the employees qualify for such disclosure.

PERSONNEL AND INDUSTRIAL RELATIONS:

The relations with the employeeswere cordial during theyear.

DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That 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 viewof the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors had 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 otherirregularities;

d. That the Directors had prepared the accounts for the financial year ended 31 st March 2010, on a "going concern" basis.

APPRECIATION:

Your Directors place on record their sincere appreciation to the employees of the Company who worked untiringly and relentlessly. Your Directors are grateful to shareholders, collaborators, customers and suppliers of the Company for their valuablesupport.Aboveall, the Directorsareindebted to Financial Institutions, Banks, Governmentand semi Government Authorities withoutwhose help theCompany could not have come this far.

For and on behalf of the Board

ANIL JAIN BHARATVAGERIA

MANAGING DIRECTOR DIRECTOR

Place : Mumbai, Date : 25th May, 2010

 
Subscribe now to get personal finance updates in your inbox!