Mar 31, 2018
BOARD''S REPORT
To
The Members,
The Directors are pleased to present their Thirty-Sixth Annual Report and Audited Financial Statements for the year ended 31st March, 2018.
1. FINANCIAL SUMMARY (in Rs.)
31-03-2018 |
31-03-2017 |
|
Net Sales |
99,04,97,480 |
106,91,91,166 |
Other Income |
1,61,43,679 |
10,351,958 |
Sales and Other Income |
100,66,41,159 |
1,079,543,124 |
Operating Profit (before Depreciation and Tax) |
65,178,974 |
50,522,060 |
Less : Depreciation |
18,210,873 |
17,857,267 |
Profit before tax |
4,69,68,101 |
46,968,101 |
Less Provision for tax |
||
Current Tax |
1,67,57,000 |
89,33,000 |
Deferred tax Credit |
473,288 |
605,456 |
Profit after Tax |
2,97,37,813 |
2,30,04,755 |
Short Provision of Tax for Prior Years |
60,791 |
|
Net Profit after prior period items |
2,97,37,813 |
2,30,65,546 |
Add : Balance brought forward |
212133393 |
193054428 |
Profit available for Appropriation |
24,18,71,206 |
212,133,393 |
2. Adoption of Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS) notified by the Ministry of Corporate Affairs with effect from 1st April, 2017, with a transition date of 1st April, 2016. Ind AS 101 - First time adoption of Indian Accounting Standards requires that all Ind AS''s and interpretations that are issued an effective be applied retrospectively and consistently for all financial years presented.
The adoption of Ind AS and introduction of GST with effect from 1st, July 2017 has resulted in lower reporting of sales in the current year in comparison to the sales reported under the pre-GST/pre Ind AS structure of indirect taxes. With the change in structure of indirect taxes, expenses are also being reported net of taxes. Accordingly, Financial statements for the year ended 31 March 2018 and in particular, Sales, absolute expenses, elements of Working Capital (Inventories, Trade payable, other current assets/current liabilities etc.) and ratios in percentage of sales, are not comparable with the figures of the previous year.
3. Operations/State of Company''s Affairs
During the year under review, sales volume has increased by marginally 0.45% while sales value has been reduced by 8% to Rs 99,04,97,480/- from Rs 106,91,91,166/- in the previous year.
The profit before tax has increased by 43.79% to Rs. 4,69,68,101/- from Rs. 3,26,64,793/- in the previous year. During the year under review availability of raw materials was comfortable however volatility in Exchange rate and upward phase in crude price will reflect in Raw Material Price which may put pressure on margins during current year however with more domestic capacity commissioned, Raw Material availability is expected to be stable during current year.
No Material Changes have occurred from the end of the Financial Year till the date of this report affecting the Financial Position of the Company.
There is no Change in the nature of business during the year under review.
No significant and material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future during the year under review.
4. DIVIDEND
The Board of Directors have recommended a dividend of Rs.1.5 per equity share (15%) for the year 2017-18.(Previous year Rs.1.2 per equity share 12 %) for approval at the Annual General Meeting. The dividend if approved, will result in a cash outflow of Rs54.16 lacs (including dividend distribution tax of Rs. 9.16 ) as compared to Rs. 43.33 lacs including dividend distribution tax of 7.33 lacs in previous year.
5. BOARD MEETINGS:
The Board of Directors met Seven times during the Financial Year 2017-18.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL :
Mr. Pheroze Kharas, Director / Chairman, retired by rotation at the last Annual General Meeting held on 20th September 2017. The Board places on record its sincere appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.
The Board at its meeting held on 27th November, 2017 has appointed Mr. Mukul B. Desai, Director as Chairman of the Company with effect from 27th November 2017.
Mrs. Charulata Patel, Director of the Company, would retire by rotation, at the ensuing Annual General Meeting and being eligible offers herself for re-appointment The members at the 33rd Annual General Meeting held on 12th September 2015 had approved the appointment of Mr. Jaymin Desai as Managing Director of the Company for a period of 3 years from 1st October, 2015 to 30th September, 2018. The Board Proposes to re-appoint him as the Managing Director for a further period of 3 years i.e from 1st October, 2018 to 30th September, 2021 at the ensuing Annual General Meeting.
SEBI vide its Notification No. SEBI/ LAD-NRO/ GN/ 2018/ 10 dated May 09, 2018 has notified SEBI (Listing Obligations and Disclosures Requirement) (Amendment) Regulation, 2018,In which there is a provision that Non-Executive Director above the age of 75 years will be appointed or continued only after passing special resolution.
Considering their vast expertise and knowledge, The Board proposes continuation of Mr. Dhananjay T Desai , age 75 and Mr. Jehangir A. Moos, age 74 till their original tenure of directorship i.e 11th September, 2020 and 19th September, 2019.
7. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the Independent directors possess appropriate balance of skills, experience and knowledge, as required.
8. AUDIT COMMITTEE
The Audit Committee of the company consists of following members.
I. Mr. Mukul Desai-Chairman
II. Mr. Jehangir Moos
III. Mr. Bhupendra Desai
9. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the Company we blink < http://www.ecoplastindia.com/ Remuneration Policy for directors and senior management.html>
There has been no change in the policies since the last fiscal year.
We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company
10. VIGIL MECHANISM
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases.
11. DIRECTOR''S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the company in consultation with the experts and that such internal financial controls are adequate and were operating effectively.
(f) the directors have devised proper systems in consultation with the experts to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:
V Providing assurance regarding the effectiveness and efficiency of operations;
V Efficient use and safeguarding of resources;
V Compliance with policies, procedures and applicable laws and regulations; and
V Transactions being accurately recorded and reported timely.
V The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.
V The Internal Auditor also regularly reviews the adequacy of internal financial control system.
13. SUBSIDIARY COMPANY
A Statement Containing the Salient features of the Financial Statements of the subsidiary Company is annexed as Annexure- I as a part of this Report.
During the year under review, No Company has become or ceased to be Company''s subsidiary, joint venture or associate company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company along with relevant documents and separate audited accounts in respect of the subsidiary are available on the website of the Company.
14. EXTRACT OF ANNUAL RETURN:
As provided under sub Section (3) of Section 92 of the Act, the extract of annual return in Form MGT-9 is enclosed, which forms part of the directors'' report as Annexure II
15. AUDITORS:
At the 35th Annual General Meeting of the Company held on 20th day of September, 2017, M/s. Y.B. Desai & Associates, Chartered Accountants, Surat, (ICAI Registration No. 102368W) were appointed as the Auditors of the Company from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company to be held in the year 2022.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2017-2018.
Secretarial audit report as provided by M/s Parikh & Associates, Practicing Company Secretaries is annexed to this Report as Annexure- III.
17. AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT:
The Auditors'' Report and Secretarial Auditors'' Report do not contain any qualifications, reservations or adverse remarks.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure -IV.
19. DEPOSITS:
The Company has not accepted any deposits during the year under report.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March 2018 the Company has provided the following Loans, Guarantees and Investments under section 186 of the Companies Act, 2013.
i. Loans :Rs.3,51,00,00/- to Synergy Films Private Limited Wholly Owned Subsidiary
i. Guarantees: Rs.4,06,50,497 /- to Bank & Financial Institution for the Loans advanced to Synergy Films Private Limited Wholly Owned Subsidiary.
ii. Investments; Rs.2,30,25,048/-(Before Ind As Adjustment it was Rs.81,76,257) for 11,95,360 Equity Shares of Rs.10 each fully paid up in Synergy Films Private Limited Wholly Owned Subsidiary
21. RISK MANAGEMENT POLICY :
The Company has adopted a Risk Management Policy which is implemented throughout the Organization; Special Emphasis on Risk Management is given during the Annual Budgeting Process and Periodical Monthly Meetings.
22. CORPORATE SOCIAL RESPONSIBILTY POLICY :
The Provisions of Corporate Social Responsibility under section 135 of the Companies Act, 2013 are not applicable to the company. However as a part of CSR initiative, The Company has adopted 15 Mentally Challenged Children who are under rehabilitation in Jaina anupam N.Parmar Charitable Trust, Valsad.
23. RELATED PARTY TRANSACTIONS
Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 are annexed as Annexure - V to this Report.
24. FORMAL ANNUAL EVALUATION:
An annual evaluation of the Board''s own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:
25. PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of employees are annexed as Annexure - VI to this Report.
26. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017-18, the Company has not received any complaints on sexual harassment.
27. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to BSE where the Company''s Shares are listed.
28. INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website http://www.ecoplastindia.com/code-of-practices-and-procedures.html
29. CORPORATE GOVERNANCE:
In terms of the Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2017, The Company is not required to comply with corporate governance provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2017 during the financial year 2017-18.
Details of Directors Remuneration as required under Schedule V Part II, Section II (A) (IV) of Companies Act 2013 is annexed as Annexure - VII to this Report.
30. MANAGEMENT DISCUSSION ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2017, the Management''s discussion and analysis is set out in this Annual Report.
31. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
32. ACKNOWLEDG
ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co-operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
Mukul B. Desai
CHAIRMAN
DIN:00015126
Mumbai, 28th May 2018
Mar 31, 2015
Dear Members,
The Directors are pleased to present their Thirty-Third Annual Report
and Audited Accounts for the year ended 31st March, 2015.
1. FINANCIAL RESULTS
Rs.'000
31-03-2015 31-03-2014
Net Sales 941,018 819,840
Other Income 3,560 2,254
Sales and Other Income 944,578 822,094
Operating Profit (before 41,116 41,576
Depreciation, Exceptional
items and Tax)
Less : Depreciation 18,284 14,601
Less : Exceptional items - -
Profit before tax 22,832 26,975
Less : Provision for Tax
Current Tax 9,850 9,720
Deferred tax Credit (2,713) (1,301)
Profit after Tax 15,695 18,557
Short Provision of Tax for Prior Years (606) -
Net Profit after prior period items 15,090 18,557
Add : Balance brought forward 87,585 75,712
Profit available for Appropriation 102,675 94,269
APPROPRIATION :
Transfer to General Reserve 2,500 2,500
Dividend on Equity Shares 3,600 3,600
Corporate Dividend Tax 720 584
Balance carried forward 958,55 875,85
102,675 94,269
2. Operations/State of Company's Affairs
Financial Year 2014-15 has been a year of challenges, Raw material
prices continued to be volatile during the year. Volatility in crude
oil prices has adversely affected raw materials prices and its
availability. Demand in domestic as well as export market was also
affected due to this factor. Despite these adverse market conditions,
Company has been able to achieve higher volumes. However the margins
continue to be under pressure.
During the year under review, Sales volume has increased by 11% while
sales value has increased by 15% to Rs. 94,10,18,308/- from Rs.
81,98,40,195/- in the previous year. However profit before tax has
dropped by 16% to Rs. 2,28,31,913 from Rs. 2,69,75,498.
The Company continues to invest in equipments and ancillaries to
upgrade its production facilities for meeting customer's quality
requirements and for improving efficiencies.
No Material Changes have occurred from the end of the Financial Year
till the date of this report affecting the Financial Position of the
Company.
There is no Change in the nature of business during the year under
review.
No significant and material orders have been passed by the regulators
or Courts or Tribunals impacting the going concern status and the
company's operations in future during the year under review.
3. DIVIDEND
The Board of Directors have recommended a dividend of Rs. 1.2 per
equity share (12%) for the year 2014-15. (Previous year - 12 %) for
approval at the Annual General Meeting. The dividend if approved, will
result in a cash outflow of Rs. 43.20 lacs including dividend
distribution tax which would be Rs. 7.20 lacs as compared to Rs. 5.84
lacs in previous year.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 25 lacs to the General Reserve out
of the amount available for appropriation and an amount of Rs. 82.70
lacs is proposed to be retained in the statement of Profit and Loss.
5. BOARD MEETINGS:
The Board of Directors met 7 times during the Financial Year 2014-15.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. Pheroze Kharas, Director of the Company, is liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
Pursuant to the provisions of Section 149 of the Act, which came into
effect from April 1, 2014, Mr. Jehangir Moos, Mr. Mukul Desai and Mr.
Bhupendra Desai were appointed as Independent Directors at the Annual
General Meeting of the Company held on 20th September, 2014.
With a view to strengthen the Board and also to meet the regulatory
requirements, Mrs. Charulata Patel, was appointed as an Additional
Director of the Company with effect from November 08, 2014 and Mr.
Dhananjay Desai was appointed as Additional Director of the Company
with effect from May 28, 2015.
The resolutions seeking approval of the Members for the appointment of
Mrs. Charulata Patel and Mr. Dhananjay Desai have been incorporated in
the notice of the forthcoming annual general meeting of the Company
along with brief details about them. The Company has received notices
under Section 160 of the Act along with the requisite deposit proposing
their appointment.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, the appointments of Managing Director and
Chief Financial Officer as key managerial personnel of the Company was
formalised. During the year Company also appointed a Company Secretary
as required under the provisions of Section 203 of the Act.
The members at the 30th Annual General Meeting held on 22nd September
2012 had approved the appointment of Mr. Jaymin Desai as Managing
Director of the Company for a period of 3 years from 1st October, 2012
to 30th September, 2015. The Board Proposes to re-appoint him as the
Managing Director for a further period of 3 years i.e from 1st October,
2015 to 30th September, 2018 at the ensuing Annual General Meeting.
7. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet the criteria of
their Independence laid down in Section 149(6).
8. AUDIT COMMITTEE
The Audit Committee of the company consists of following members.
I. Mr. Mukul Desai-Chairman
II. Mr. Pheroze Kharas
III. Mr. Jehangir Moos
IV. Mr. Bhupendra Desai
9. NOMINATION AND REMUNERATION POLICY
The Policy adopted by the Company's Nomination and Remuneration
Committee on Selection of Directors & Senior Management Personnel and
on Remuneration is annexed as Annexure-I to this Report.
10. VIGIL MECHANISM
The Details of Vigil Mechanism adopted by the Board is annexed as
Annexure-II to this Report
11. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 and
loss of the company for that period;
(c) the directors had 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) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
12. SUBSIDIARY COMPANY
A Statement Containing the Salient features of the Financial Statement
of the Subsidiary Company is annexed as Annexure- III as a part of this
Report.
During the year under review, No Company have become or ceased to be
Company's subsidiaries, joint ventures or associate companies.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in Form MGT 9 is Annexed as Annexure
- IV as a part of this Report.
14. AUDITORS:
At the 32nd Annual General Meeting of the Company held on 20th
September, 2014, M/s. Akkad Mehta and Co., (Firm Registration No
100259W), Chartered Accountants, was appointed as the Auditors of the
Company from the conclusion of 32nd AGM till the conclusion of the 35th
AGM of the Company to be held in the year 2017(subject to ratification
of their appointment at every AGM). The Board Places Ratification of
their Appointment till Conclusion of the Next AGM for the Member's
Approval.
15. SECRETARIAL AUDIT:
Secretarial audit report as provided by M/s Parikh & Associates,
Practicing Company Secretaries is annexed to this Report as Annexure-
V.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (m) of Sub-section (3) of Section
134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is annexed to this Report as Annexure -VI.
17. DEPOSITS:
The Company has not accepted any deposits during the year under report.
18. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate system of internal financial
controls commensurate with its nature and size of business and meets
the following objectives:
* Providing assurance regarding the effectiveness and efficiency of
operations;
* Efficient use and safeguarding of resources;
* Compliance with policies, procedures and applicable laws and
regulations; and
* Transactions being accurately recorded and reported timely.
* The Company has a budgetary control system to monitor expenditures
and operations against budgets on an ongoing basis.
* The Internal Auditor also regularly reviews the adequacy of internal
financial control system.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March 2015 the Company has provided the following Loans,
Guarantees and Investments under section 186 of the Companies Act,
2013.
i. Loans :Rs. 3,72,18,771/- to Synergy Films Private Limited Wholly
Owned Subsidiary
ii. Guarantees: Rs. 6,06,00,000/- to Bank & Financial Institution for
the Loans advanced to Synergy Films Private Limited Wholly Owned
Subsidiary.
iii. Investments; Rs. 81,76,257/- for 11,95,360 Equity Shares of Rs. 10
each fully paid up in Synergy Films Private Limited Wholly Owned
Subsidiary
20. RISK MANAGEMENT POLICY :
The Company has adopted a Risk Management Policy which is implemented
throughout the Organisation; Special Emphasis on Risk Management is
given during the Annual Budgeting Process and Periodical Monthly
Meetings.
21. CORPORATE SOCIAL RESPONSIBILITY POLICY :
The Provisions of Corporate Social Responsibility under section 135 of
the Companies Act, 2013 are not applicable to the company. However as a
part of CSR initiative, The Company has adopted 15 Mentally Challenged
Children who are under rehabilitation in Jaina anupam N. Charitable
Trust, Valsad.
22. RELATED PARTY TRANSACTIONS
Particulars of Contracts or Arrangements with Related parties referred
to in Section 188(1) in Form AOC- 2 is annexed as Annexure - VII to
this Report.
23. FORMAL ANNUAL EVALUATION:
The Company has a Policy for evaluation of Performance of Directors and
the Board. Based on the Principle Laid out in the said Policy,
Nomination & Remuneration Committee has evaluated the Performance of
Every Director. Over and above, Independent Directors in their Separate
Meeting held have evaluated Performance of Non- Independent Directors,
The Chairman and the Board as a whole. The Board has also evaluated the
Performance of Independent Directors
24. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given as Annexure - VIII to this Report.
25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and Redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. During the
financial year 2014-15, the Company has received nil complaints on
sexual harassment.
26. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
27. CORPORATE GOVERNANCE:
In terms of the Securities and Exchange Board of India ("SEBI")
circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the
compliance of provisions of the revised Clause 49 of the Listing
Agreement are not mandatory to the Company for the time being.
Details of Directors Remuneration as required under Schedule V Part II,
Section II (A) (IV) of Companies Act 2013 is annexed as Annexure - IX
to this Report.
28. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For, and on behalf of the Board of Directors
P.P. Kharas
CHAIRMAN
DIN:00026026
Mumbai, 28th May, 2015.
Mar 31, 2014
The Members,
The Directors are pleased to present their Thirty-Second Annual Report
and Audited Accounts for the year ended 31st March, 2014.
1. FINANCIAL RESULTS
Rs.''000
31-03-2014 31-03-2013
Net Sales 819,840 758,358
Other Income 2,254 6,134
Sales and Other Income 822,094 764,492
Operating Profit (before 41,576 49,605
Depreciation, Exceptional
items and Tax)
Less : Depreciation 14,601 14,298
Less : Exceptional items - 7,196
Profit before tax 26,975 28,111
Less : Provision for Tax
Current Tax 9,620 12,530
Deferred tax Credit (1,301) (3,711)
Profit after Tax 18,557 19,292
Short Provision of Tax for Prior Years - 6
Net Profit after prior period items 18,557 19,298
Add : Balance brought forward 75,712 63,098
Profit available for Appropriation 94,269 82,396
APPROPRIATION :
Transfer to General Reserve 2,500 2,500
Dividend on Equity Shares 3,600 3,600
Corporate Dividend Tax 584 584
Balance carried forward 87,585 75,712
94,269 82,396
2. OPERATIONS
Financial Year 2013-14 was full of uncertainties. Growth in domestic
market has slowed down coupled with high inflation and higher interest
rates which has impacted business sentiments. Liquidity crunch in
market has adversely affected business in all sectors.
Raw material prices kept increasing consistently month after month
ending with overall increase of 26% for the year over previous year.
This restricted company''s ability to recover the same from customers.
During the period 30th September, 2013 to 14th October, 2013 the
operations at the company''s factory were affected due to stoppage of
production and disconnection of power supply pursuant to order dated
20th September, 2013 passed by Gujarat Pollution Control Board,
Gandhinagar. The said order was later revoked 14th October, 2013 and
factory operations were resumed. This resulted in production loss and
adversely affected the operating results for the year.
During the year under review, sales volume has dropped by 10% compared
to the previous year while net sales have increased by 8% to Rs.8198
lacs from Rs.7584 lacs in the previous year. However for reasons
explained as above Profit Before Tax has dropped by 24% to Rs.270 lacs
from Rs.354 lacs in previous year..
The company continues to make investments in equipments and ancillaries
to achieve operating efficiency and provide customers with improved
film performance and quality consistent with their requirements.
3. DIVIDEND
The Board of Directors recommends a dividend of Rs.1.20 per equity
share (12%) for the year 2013-14. (Previous year  12 %) for approval
at the Annual General Meeting. The dividend if approved, will result
in a cash outflow of Rs.41.84 lacs including dividend distribution tax
which would remain same as Rs. 41.84 lacs in previous year.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 25 lacs to the General Reserve out
of the amount available for appropriation and an amount of Rs.118.73.
lacs is proposed to be retained in the statement of Profit and Loss.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs.1,18,16,000 under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 25 deposits amounting to Rs. 5,57,000/- which have matured but
have not been claimed. Of these, 6 Deposits, amounting to
Rs.1,50,000/- have been repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. PROSPECTS FOR THE CURRENT YEAR:
The major thrust during the year would be to build business volumes in
industrial applications and highly specialised laminate application
targeting more customers in domestic and export markets.
The traditional business of Multilayer Films for production of
laminates will continue but margins are expected to be under pressure,
however the volumes generated will help improve plant capcity.
Volatility in foreign exchange and uncertainty in oil prices will have
its impact on raw material prices and its availability.
7. SUBSIDIARY COMPANY.
Pursuant to provisions of Section 212(8) of the Companies Act,
1956(Act), the Ministry of Corporate Affairs vide its General Circular
No 2/2011 dated February
8. 2011 has granted general exemption subject to certain conditions to
holding companies from complying with the provisions of Section 212 of
the Act which requires the attaching of the Balance Sheet, Statement of
Profit & Loss and other documents of its subsidiary companies to its
Balance sheet. Accordingly, the said documents are not being included
in this Annual Report. The main financial summaries of the subsidiary
company are provided under the section "Subsidiary Company: Financial
Highlights 2013-14'' in the Annual report. However the company will make
available the said annual accounts and related detailed information of
the subsidiary company upon request by any member of the Company and
the same will also be kept open for inspection by any member at the
Registered Office of the Company and of the Subsidiary
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors'' Report for the financial year ended 31st
March 2014 is given in the Annexure to this Report.
9. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
10. DIRECTORS
Mr. Mr. Bankim B. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
The Company had, pursuant to the provisions of clause 49 of the listing
agreements entered into with stock exchanges, appointed Mr. Jehangir
Moos, Mr. Mukul B. Desai and Mr Bhupendra M. Desai as Independent
Directors of the Company.
As per section 149(4) of the companies act, 2013 (''Act''), with came in
to effect from April 1, 2014, every listed public company is required
to have at least one-third of the total number of directors as
independent directors. In accordance with the provisions of section 149
of the act, there directors are being appointed as independent
directors to hold office as per their tenure of appointment mentioned
in the notice of the forthcoming annual general meeting (AGM) of the
company.
11. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
(I) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2014 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors had prepared the Annual Accounts on a "going
concern" basis.
13. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 32nd Annual General Meeting and are eligible
for re-appointment. Pursuant to the provisions of section 139 of the
companies Act, 2013 and the rules framed thereunder, it is proposed to
appoint M/s. Akkad Mehta and Co as statutory auditors of the company
from the conclusion of the forthcoming AGM till the conclusion of the
Thirty Fifth AGM to be held in the year 2017, subject to ratification
of their appointment at every AGM.
14. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Reconciliation
of share capital Audit to reconcile the total admitted capital with
National Securities Depository Limited (NSDL) and Central Depository
Services Limited (CDSL) and the total issued and listed capital of the
Company. This audit is carried out every quarter and the report
thereon is submitted to the stock exchanges and is also placed before
the Board of Directors. The audit, inter alia, confirms that the total
listed and paid up capital of the Company is in agreement with the
aggregate of the number of shares in dematerialized form (held with
NSDL and CDSL) and the total number of shares in physical form.
15. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
16. COST AUDITORS
The Company has appointed Y. R. Doshi and Associates, Cost Accountants,
Mumbai for conducting Cost Audit under section 148 of Companies Act,
2013, if applicable, for the financial year 2014-15.
17. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
CHAIRMAN
Mumbai, 28th May,2014
Mar 31, 2013
To The Members,
The Directors are pleased to present their Thirty First Annual Report
and Audited Accounts for the year ended 31st March 2013.
1. FINANCIAL RESULTS
Rs.RS.000
31.03.2013 31.03.2012
Net Sales 758,358 597,170
Other Income 6,134 1,640
Sales and Other Income 764,492 598,810
Operating Profit 49,605 39,304
(before Depreciation Exceptional
items and tax)
Less: Depreciation 14,298 13,560
Less : Exceptional items 7,196
Profit before Tax 28,111 25,744
Less: Provision for Tax
Current Tax 12,530 8,940
Deferred Tax Credit (3,711) (1,312)
Profit after Tax 19,292 18,116
Short Provision of Tax
for Prior Years 6 (179)
Net Profit after Prior 19,298 17,937
period items
Add : Balance Brought Forward 63,098 50,845
Profit available for Appropriation 82,396 68,782
APPROPRIATION :
Transfer to General Reserve 2,500 1,500
Dividend on Equity Shares 3,600 3,600
Corporate Dividend Tax 584 584
Balance Carried Forward 75,712 63,098
82,396 68,782
2. OPERATIONS
Financial Year 2012-13 proved to be a challenging year amidst economic
uncertainties and disturbances. The Global economy during the year
improved slowly, but was short of expectations. Deceleration in
Industrial output weakened economic growth significantly. Despite these
constraints and challenging environment, the company performed
reasonably well during the year.
During the year under review traditional business of lamination film
has grown steadily. There is a significant growth in films for other
applications in export market. Volatility in input cost and
inflationary trend in commodity market had adversely affected profit
margins.
During the year under review, net sales increased by 26.99% to Rs.7584
lacs, from Rs.5972 lacs in the previous year. Operating profit before
depreciation and exceptional items increased by 26.20% to Rs. 496 lacs
from Rs. 393 lacs in previous year. During the year company has
provided Rs. 71.96 lacs as diminution in value of investment in
subsidiary company. The resulting net profit after tax (with prior
period adjustments), incresed by 7.82% to Rs. 193 lacs from Rs. 179
lacs in previous year.
The company continues to make investments in equipments and ancillaries
to achieve operating efficiency and provide customers with improved
film performance and quality consistent with their requirements.
3. DIVIDEND
The Board of Directors recommend a dividend of Rs. 1.20 per equity
share (12%) for the year 2012-13. (Previous year  12 %) for approval
at the Annual General Meeting. The dividend if approved, will result in
a cash outflow of Rs. 41.84 lacs including dividend distributing tax
which would remain same as Rs. 41.84 lacs in previous year.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 25.00 lacs to the General Reserve
out of the amount available for appropriation and an amount of Rs.
126.14 lacs is proposed to be retained in the statement of Profit and
Loss.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs. 57,15,000/- under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 19 deposits amounting to Rs. 4,97,000/ - which have matured but
have not been claimed. Of these, Two Deposits, amounting to Rs.
50,000/- have been renewed or repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. PROSPECTS FOR THE CURRENT YEAR:
The company continues its efforts to increase its presence in
industrial application, pharmaceutical packaging and highly specialised
laminate applications.
The traditional business of multilayer film for production of laminates
for consumer packaging has become competitive. However the volume
generated in this application will help to improve plant productivity.
The company expects a marginal growth in volumes. However the
profitability will be augmented by focusing efforts on promoting films
for industrial and specialised laminate application.
Volatility in foreign exchange and uncertainty in oil prices will have
its impact on raw material prices and its availability.
7. SUBSIDIARY COMPANY.
Your Company acquired on 12/06/2013 further 2,99,340 Equity Shares in
Synergy Films Private Limited, its subsidiary company and consequently
the said Company has become a 100% Subsidiary of the Company.
Pursuant to provisions of Section 212(8) of the Companies Act,
1956(Act), the Ministry of Corporate Affairs vide its General Circular
No 2/2011 dated February 8, 2011 has granted general exemption subject
to certain conditions to holding companies from complying with the
provisions of Section 212 of the Act which requires the attaching of
the Balance Sheet, Statement of Profit & Loss and other documents of
its subsidiary companies to its Balance sheet. Accordingly, the said
documents are not being included in this Annual Report. The main
financial summaries of the subsidiary company are provided under the
section ÂSubsidiary Company: Financial Highlights 2012-13'' in the
Annual report. However the company will make available the said annual
accounts and related detailed information of the subsidiary company
upon request by any member of the Company and the same will also be
kept open for inspection by any member at the Registered Office of the
Company and of the Subsidiary.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors'' Report for the financial year ended 31st
March 2013 is given in the Annexure to this Report.
9. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
10. DIRECTORS
Mr. P. P. Kharas and Mr. Bankim B. Desai, Directors of the Company,
liable to retire by rotation, retire at the ensuing Annual General
Meeting and being eligible offers themselves for re-appointment.
11. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report.
12. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2013 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors had prepared the Annual Accounts on a Âgoing
concern basis.
13. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 31st Annual General Meeting and are eligible
for re-appointment. A Certificate to the effect that their
reappointment, if made, will be in accordance with the limit specified
in Sub- section (1-B) of Section 224 of the Companies Act, 1956 has
been furnished.
14. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Reconciliation
of share capital Audit to reconcile the total admitted capital with
National Securities Depository Limited (NSDL) and Central Depository
Services Limited (CDSL) and the total issued and listed capital of the
Company. This audit is carried out every quarter and the report thereon
is submitted to the stock exchanges and is also placed before the Board
of Directors. The audit, inter alia, confirms that the total listed and
paid up capital of the Company is in agreement with the aggregate of
the number of shares in dematerialized form (held with NSDL and CDSL)
and the total number of shares in physical form.
15. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
16. COST AUDITORS
The Company has appointed Y. R. Doshi and Associates, Cost Accountants,
Mumbai for conducting Cost Audit for the financial year 2013-14,
subject to approval of Central Government.
17. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Shareholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
Chairman
Mumbai, 1st August, 2013
Mar 31, 2012
The Directors are pleased to present their Thirtieth Annual Report and
Audited Accounts for the year ended 31st March 2012.
1. FINANCIAL RESULTS Rs.'000
31.03.2012 31.03.2011
Net Sales 597,170 660,615
Other Income 1,640 1,578
Sales and Other Income 598,810 662,193
Operating Profit 39,304 56,368
(before Depreciation)
Less: Depreciation 13,560 11,456
Profit before Tax 25,744 44,911
Less: Provision for Tax
Current Tax 8,940 14,025
Deferred Tax Credit (1,312) 306
Profit after Tax 18,116 30,580
Short Provision of Tax for Prior Years (179) (22)
Net Profit after Prior 17,937 30,558
period items
Add : Balance Brought Forward 50,845 33,232
Profit available for Appropriation 68,782 63,790
APPROPRIATION :
Transfer to General Reserve 1,500 3,500
Dividend on Equity Shares 3,600 8,100
Corporate Dividend Tax 584 1,345
Balance Carried Forward 68,782 50,845
68,782 63,790
2. OPERATING RESULTS
During the year under review, net sales decreased by 9.6% to Rs. 5972
lacs, from Rs. 6606 lacs in the previous year. Operating profit before
depreciation decreased by 30.27% to Rs. 393 lacs from Rs.564 lacs in
previous year. The resulting net profit after tax (with prior period
adjustments), decreased by 41.31% to Rs. 179 lacs from Rs. 306 lacs in
previous year.
3. DIVIDEND
The Board of Directors recommend a dividend of Rs. 1.20 per equity
share (12%) for the year 2011-12. (Previous year - 27 %) for approval
at the Annual General Meeting. The dividend if approved will result in
a cash outflow of Rs. 41.84 lacs including dividend tax compared to Rs.
94.45 lacs in previous year.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 15.00 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
137.53 lacs is proposed to be retained in the statement of Profit and
Loss.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs. 49,83,000/- under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 14 deposits amounting to Rs. 4,95,000/- which have matured but
have not been claimed. Of these, 10 Deposits, amounting to Rs.
3,35,000/- have been renewed or repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. OPERATIONS
During the year under review the traditional business of lamination
films in Export market was adversely affected, because one of the
customers has back-integrated into film manufacture based on the large
quantity of film required. Sales of films for other application have
grown marginally.
Volatility in input cost, inflationary trend in commodity market,
higher borrowing cost and fluctuations in Exchange rate has adversely
affected the business growth and profit margins.
The company continues to make investments in equipments and ancillaries
to provide customers with improved film performance and quality
consistent with their requirements.
7. PROSPECTS FOR THE CURRENT YEAR:
The company expects current year to be full of challenges. The
abnormal increase in input cost, stagnancy in demand coupled with high
inflation rate and increased borrowing cost will put pressure on volume
growth as well as profit margins. Medium and small enterprises will
look for consolidation
The uncertainty continues in behaviour of oil prices which will affect
the prices and availability of critical raw material. Abnormal
fluctuations in Exchange Rate will also have adverse impact on cost of
raw material
The company expects a marginal growth in volumes. However
profitability will be determined by focussing efforts on promoting
films for speciality applications.
The traditional business of multilayer film for production of laminates
for consumer packaging has become very competitive but the volume of
business in this sector has some relevance in providing improved plant
productivity.
The company's strength has been in ability to understand the ultimate
customer's end use performance characteristics of the film and to
develop its properties that meet with specific performance
requirements. It is this strength that has allowed the company to
venture in to some niche market applications hitherto serviced by
imports. These are mostly industrial applications, pharmaceutical
packaging and highly specialised laminate applications where the
margins on sales are consistent with company's growth objectives and
its reputation as a supplier providing value to customer.
8. SUBSIDIARY COMPANY
During the year under review the company has acquired additional 5,
96,680 equity shares in Synergy Films Private Limited for a total
consideration of Rs.97, 50,000. With this, company now holds 8, 96,020
Equity shares of Synergy Films Private Limited which is 74.96% of its
Equity Capital. Synergy films Private Limited thus has become
subsidiary of the company.
Pursuant to provisions of Section 212(8) of the Companies Act,
1956(Act), the Ministry of Corporate Affairs vide its General Circular
No 2/2011 dated February 8, 2011 has granted general exemption subject
to certain conditions to holding companies from complying with the
provisions of Section 212 of the Act which requires the attaching of
the Balance Sheet, Statement of Profit & Loss and other documents of
its subsidiary companies to its Balance sheet. Accordingly, the said
documents are not being included in this Annual Report. The main
financial summaries of the subsidiary company are provided under the
section "Subsidiary Company: Financial Highlights 2011-12' in the
Annual report. However the company will make available the said annual
accounts and related detailed information of the subsidiary company
upon request by any member of the Company or its subsidiary company and
the same will also be kept open for inspection by any member at the
Registered Office of the Company and the Subsidiary
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors' Report for the financial year ended 31st
March 2012 is given in the Annexure to this Report.
10. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
11. AUDITORS QUALIFICATION
Auditor's remarks referred in para 4(f) in form of non qualifying
remarks and are self explanatory as per Note No. 29 of Notes to
Accounts.
12. DIRECTORS
Mr. Mukul B. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
Mr. Bhupendra M. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
13. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2012 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors had prepared the Annual Accounts on a "going
concern" basis.
15. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 30th Annual General Meeting and are eligible
for re-appointment. A Certificate to the effect that their
reappointment, if made, will be in accordance with the limit specified
in Sub- section (1-B) of Section 224 of the Companies Act, 1956 has
been furnished.
16. SECRETARIAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Secretarial
Audit to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and the total issued and listed capital of the Company. This
audit is carried out every quarter and the report thereon is submitted
to the stock exchanges and is also placed before the Board of
Directors. The audit, inter alia, confirms that the total listed and
paid up capital of the Company is in agreement with the aggregate of
the number of shares in dematerialized form (held with NSDL and CDSL)
and the total number of shares in physical form.
17. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
18. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
Chairman
Mumbai, 11th August, 2012
Mar 31, 2011
The Directors are pleased to present their Twenty-Ninth Annual Report
and Audited Accounts for the year ended 31st March 2011.
1. FINANCIAL RESULTS
Rs.000
31.3.2011 31.3.2010
Net Sales 660,615 484,717
Other Income 1,578 1,339
Sales and Other Income 662,193 486,056
Operating Profit 56,368 33,627
(before Depreciation)
Less: Depreciation 11,456 12,285
Profit before Tax 44,911 22,698
Less: Provision for Tax
Current Tax 14,025 9,660
Deferred Tax Credit 306 9
Profit after Tax 30,580 13,029
Short Provision of Tax
for Prior Years (22) 37
Net Profit after Prior 30,558 13,066
period items
Add : Balance Brought Forward 33,232 27,962
Profit available for Appropriation 63,790 41,028
APPROPRIATION :
Transfer to General Reserve 3,500 1,500
Dividend on Equity Shares 8,100 5,400
Corporate Dividend Tax 1,345 896
Balance Carried Forward 50,845 33,232
63,790 41,028
2. OPERATING RESULTS
During the year under review, net sales increased by 36% - Rs. 6606
lacs, from Rs. 4847 lacs in the previous year. Operating profit before
depreciation increased by 67% over the last year to 563 lacs. The
resulting net profit after tax (with prior period adjustments),
amounted to Rs. 305 lacs ; an increase of over 230% over the previous
year.
3. DIVIDEND
The Board of Directors recommend a dividend of Rs. 2.70 per equity
share ( 27 % ) for the year 2010-11. (Previous year-18%) for approval
at the Annual General Meeting. The dividend if approved, will result in
a cash outflow of Rs. 94.45 lacs including dividend tax.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 35.00 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
176.13 lacs is proposed to be retained in the Profit & Loss Account.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs. 41.32 lacs under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 15 deposits amounting to Rs. 4.91 lacs which have matured but
have not been claimed. Of these, 4 Deposits, amounting to Rs. 0.86 lacs
have been renewed or repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. OPERATIONS
The traditional business of multi layer films for lamination has grown
and continued to sustain operations, in terms of volume and capacity
utilisation. The more encouraging factor related to the longer term
growth potential was the success achieved in sales of specialty films.
Consistent efforts at development, evaluation and validation of films
appeared to have paid off.
The annual multi layer film capacity was increased by 1980 MT, by
installing a new extrusion line.
Significant improvements were made in virtually all areas of
operations.
7. PROSPECTS FOR THE CURRENT YEAR
The year 2010 -11 has been exceptional in terms of the growth in
profitability. The Company expects that revenues and profitability will
continue to grow. However the profitability will be determined by a
more favourable product mix, consisting of specialty films.
The Companys strength has been in its ability to understand the
ultimate customers end use performance characteristics of the film and
to develop its properties that meet these specific performance
requirements. It is this strength that has allowed the Company to
venture into several niche market applications hitherto serviced by
imports or local producers where the customer had to compromise either
on processing speeds or end use
performance characteristics of their product. These are mostly
industrial applications, pharmaceutical packaging and highly
specialised laminate applications where the margins on sales are
consistent with the companys growth objectives, and its reputation as
a supplier providing value to customers.
The traditional business of multi layers films for production of
laminates for consumer packaging has become very competitive. Its sales
will be limited to those customers who continue to buy for reasons
where the product packed is aggressive and/or the packaging system
requires very specific quality parameters.
This critical edge the Company has in the market has to be sustained by
major investments on equipment planned during the year to enable
production of films consistent with modern technology in packaging and
the need for preservation of foods, adopted by the ultimate packer -
the FMCG companies.
The Company has invested in the Joint Venture Company, Synergy Films
Pvt. Ltd., which is currently making losses. The Company has given a
guarantee to NEDFI (North Eastern Development Finance Corporation Ltd.)
for Rs. 400 Lacs for the Term Loan and Working Capital Loan disbursed
by them to Synergy Films Pvt. Ltd. The Board of Directors is of the
opinion that if the management of Synergy Films was replaced and
brought fully under the control of your Company, Synergy Films Pvt.
Ltd. could become a profit making Company. The Board is considering the
takeover of the stake of the joint venture partner so that it is in a
position to revive Synergy Films Pvt. Ltd. In these circumstances the
Board is of the
view that the observation of the Statutory Auditor in paragraph 4(f)
and 4(g) of his Report will not affect the operations of the Company.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors Report for the financial year ended 31st
March 2011 is given in the Annexure to this Report.
9. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
10. AUDITORS QUALIFICATION
Auditors remarks referred in para 4 (f) and para 4 (g) are in Form of
non qualifying remarks and are self explanatory as per Note No. 9 and
Note No. 16 of Notes to Accounts in Schedule 16.
11. DIRECTORS
Mr. Bankim B. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
Mr. J. A. Moos, Director of the Company, liable to retire by rotation,
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
12. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31st March, 2011 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors had prepared the Annual Accounts on a "going
concern" basis.
14. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 29th Annual General Meeting and are eligible
for re-appointment. A Certificate to the effect that their
reappointment, if made, will be in accordance with the limit specified
in Sub- section (1 -B) of Section 224 of the Companies Act, 1956 has
been furnished.
15. SECRETARIAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Secretarial
Audit to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and the total issued and listed capital of the Company. This
audit is carried out every quarter and the report thereon is submitted
to the stock exchanges and is also placed before the Board of
Directors. The audit, inter alia, confirms that the total listed and
paid up capital of the Company is in agreement with the aggregate of
the number of shares in dematerialized form (held with NSDL and CDSL)
and the total number of shares in physical form.
16. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
17. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
Chairman
Mumbai, 28th May 2011
Mar 31, 2010
The Directors are pleased to present their Twenty-Eighth Annual Report
and Audited Accounts for the year ended 31st March 2010.
1. FINANCIAL RESULTS
Rs.000
31-3-2010 31-3-2009
Net Sales 484,717 318,030
Other Income 1,339 1,759
Sales and Other Income 486,056 319,789
Operating Profit 33,627 8,699
(before Depreciation)
Less: Depreciation 12,285 10,945
Profit before Tax 22,698 (2,246)
Less: Provision for Tax
Current Tax 9,660 210
Deferred Tax Credit (9) (2,854)
Fringe Benefit Tax 275
Profit after Tax 13,029 124
Prior period adjustment (409)
Short Provision of Tax
for Prior Years 37 (2).
Net Profit after Prior 13,066 (287)
period items
Add : Balance Brought Forward 27,962 28,249
Profit available for Appropriation 41,017 27,962
APPROPRIATION :
Transfer to General Reserve 1,500 -
Dividend on Equity Shares 5,400 -
Corporate Dividend Tax 897 -
Balance Carried Forward 33,231 27,962
33,231 27,962
2. OPERATING RESULTS
During the year under review, net sales increased by
52% to Rs. 4861 lacs compared to Rs.3198 lacs of the previous year.
Operating Profit before depreciation increased threefold to Rs. 350
lacs. The Company has earned Net Profit after tax and prior period
adjustment, of Rs.132 lacs, against net loss of Rs.2.87 lacs of the
previous year.
3. DIVIDEND
The Board of Directors recommend a dividend of Rs. 1.80 per equity
share (18%) for the year. (Previous year - Nil) on the equity shares
for the year 2009-10 for approval at the Annual General Meeting. The
dividend if approved, will result in a cash outflow of Rs. 62.97 lacs
including dividend tax.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 15.00 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
52.69 lacs is proposed to be retained in the Profit & Loss Account.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs. 24,51,000/- under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 20 deposits amounting to Rs.3,75,000/- which have matured but
have not been claimed. Of these, 5 Deposits, amounting to Rs.54,000/-
have, been renewed or repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. OPERATIONS
From last years depressed levels, the business improved significantly
during second half of the current year. The Capital investment made in
the previous years and the significant efforts made in prompting sates
of Specialty films, resulted in higher sales volumes and profitability
that will be sustained in the current year.
During the year under review the export business has also improved
significantly. The export sales volume and value during the year were
1360 MT and Rs. 1342.98 lacs respectively against 740 MT and Rs. 779.84
lacs Of the previous year.
The volatility in the raw material prices continued as in the previous
year. However, the prices fluctuated in a narrower range; with
continuous monitoring and control of sales prices and all operating
variables, a slide in profit margins was prevented.
7. PROSPECTS FOR THE CURRENT YEAR
The Company expects that revenues and profitability will continue to
grow in the current year. This is b,ased on the fact that :
The Company has developed a strong product development capability.
- There is now a geographic diversity in its export markets.
The Company has established long standing relationships with its key
customers, by its ability to provide customized multilayer films. These
customers funnel opportunities for growth.
The Company has a wider range of specialty films.
The extrusion lines have been operating at near full capacity levels.
The Company will add additional capacity of 1800 MT per annum, which
will be in operation in the second quarter. This plant will feature
recent developments in technology, providing improved operating
efficiency, with lower operating costs. The Company has already sold
one of its oldest (imported in 1987) extrusion line.
8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors Report for the financial year ended 31s
March 2010 is given in the Annexure to this Report.
9. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
10. DIRECTORS
Mr. P. P. Kftaras, Chairman, and Non-Executive Director of the Company
from October 2007, liable to retire by rotation, retires at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment.
Mr. Mukul B. Desai, Independant Director of the Company, liable to
retire by rotation, retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
11. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report,
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as on 31s" March, 2010 and of the profit of the company
for the year ended on that date;
(iii) 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;
(iv) The Directors had prepared the Annual Accounts on a "going
concern" basis.
13. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 28" Annual General Meeting and are eligible
for re-appointment. A
Certificate to the effect that their reappointment, if made, will be in
accordance with the limit specified in Sub-section (1-B) of Section 224
of the Companies Act, 1956 has been furnished.
14. SECRETARIAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Secretarial
Audit to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and the total issued and listed capital of the Company. This
audit is carried out every quarter and the report thereon is submitted
to the stock exchanges and is also placed before the Board of
Directors- The audit, inter alia, confirms that the total listed and
paid up capital of the Company is in agreement with the aggregate of
the number of shares in dematerialized form (held with NSDL and CDSL)
and the total number of shares in physical form.
15. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
16. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
Chairman
Mumbai, 30th July 2010