Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the 30thAnnual Report and Audited Financial Statements of theCompany for the year ended 31st March 2016. The summarized financial results are given below:
SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
|
2015-16 |
2014-15 |
Sales & other receipts |
242.18 |
156.73 |
Gross Profit/(Loss) before depreciations |
151.22 |
74.11 |
Less : Depreciation |
105.22 |
0.10 |
Profit(Loss) from regular Activities |
6.47 |
42.75 |
Extraordinary items |
0 |
(14.15) |
Profit /(Loss)before and After taxation |
6.47 |
28.60 |
Add: Balance carried from earlier year |
(3876.06) |
(3904.66) |
Balance carried forward to next year |
(3869.60) |
(3876.06) |
OPERATIONS:
During the year the sales turnover of the Company was Rs. 242.18 lakhs against Rs.156.73 lakhs the sales of the previous year. Due to paucity of working capital facilities from Banks as Company was under rehabilitation process by BIFR, the company is doing only job-work. The rehabilitation scheme has been approved by the BIFR and the rehabilitation process has progressed well.
DIVIDEND:
In view of past losses, your directors are unable to recommend payment of any dividend for the year under review. COURSE OF BUSINESS AND OUTLOOK
The Management''s Discussion and Analysis Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is forming a part of this report and gives the state of affairs of the business of the Company. The performance of your Company improved in line with the business engineering work undertaken in the previous year.
HEALTH, SAFETY AND ENVIRONMENT
Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.
The report on Management''s Discussion and Analysis includes observations on health, safety and environment compliances by the Company.
All Plant sites of the Company are environment regulations compliant.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN ECHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.
A. INFORMATION OF CONSERVATION ENERGY:
The particulars of additional requirement proposed by the Companies (Amendment) Act, 1988 and the Companies (disclosures of particulars of the report of the Board of Directors) Rules 1988 in respect of the conservation of Energy do not apply to the products of your Company.
B. INFORMATION OF TECHNOLOGY ABSORPTION:
The Company had initially entered into a Technological Collaboration with BAUKU of Germany and the Company has deputed their engineers for training at the collaborator''s plant. The engineers have been trained in process control, production, maintenance and other technology aspects. The Company has absorbed closely guarded technology enabling in to produce wide range of plastic pipes which require much less raw material than any comparable product. This has enabled the Company to produce pipes and tanks for applications such as sewerage schemes, effluent disposal projects, storage tanks for chemicals etc.
INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:
During the year under review your Company has not spent on foreign travel and on import of raw material. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:
Your Company''s main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2016. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:
No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2016 and the date of this Directors'' Report i.e. 4th August, 2016.
CORPORATE GOVERNANCE
Your Company has always the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures. As per Clause ''C'' of Schedule V on Annual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from the auditors of the company regarding compliance of conditions of corporate governance has been included in this Annual Report for your information. In future, the Company intends to implement the non-mandatory recommendations, as prescribed in Code of Corporate Governance.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)
Policy on Directors'' Appointment
Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -
- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.
- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.
- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Soniya P. Sheth retires by rotation and being eligible offers herself for reappointment. Mr. Rajender Sharma has been appointed as additional Director of the Company w.e.f. 01/08/2015. The Company has received a notice in writing from a member proposing his candidature for appointment as an Independent Director. Your Directors recommend that re-appointment of Mr. Rajender Sharma as Independent Director will be in the interest of the Company.
During the year, the Board has noted the appointment of Ms. Soniya P. Sheth as Managing Director and appointment of Mr. Rajender Sharma as Independent Directors of the Company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and the same has been taken on record by the Board of Directors of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(1)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:
- That in the preparation of the accounts for the financial period ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;
- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2016 on a ''going concern'' basis.
- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD:
Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.
All the recommendations made by the Audit Committee were accepted by the Board.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.
There was no Material Related party transaction(s) made with the Company''s promoters, Directors, Key Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website: www.kunststoffeindia.com.
Since all the transaction with Related Parties entered during the Financial Year 2015-16 by the Company, were in its ordinary course of business and on arm''s length basis FORM AOC- 2 is not applicable to the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
There is no Loan given, investment made, guarantees given and securities provided by the Company to any entity under Section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROLS
The Company is having in place Internal Financial Controls System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.
RISK MANAGEMENT
During the year, Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.
The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives.
VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link:www.kunststoffeindia.com.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act, 2013 read along with Rule 12 of the Companies ((Management & Administration) Rules 2014, an extract of Annual Return as of 31st March 2016 in Form No. MGT-9 is annexed herewith as Annexure II to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Company''s employees were covered by the disclosure requirement.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure I.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website.
DEPOSITORY SYSTEM:
Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2016, about 76.00 % share holding representing 5242273 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.
AUDITORS AND AUDITORS'' REPORT:
The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai, is eligible for re-appointment and has indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.
The company has received letter from auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.
The notes on financial statement referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read along with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Kala Agarwal, Company Secretaries (CP No. 5356) as Secretarial Auditor, for the year ending 31st march, 2016. The Secretarial Audit Report contains Qualifications, Reservation and explanations which are self explanatory.
The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st march, 2016 and the same is set out in "Annexure III, forming part of this Report.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the continued support received from shareholders and bankers.
On behalf of the Board
For Kunststoffe Industries Limited
Soniya P. Sheth
Place: Mumbai Managing Director
Date: 4th August, 2016
Registered Office:
Kiran Building,
128, Bhaudaji Road,
Matunga (East),
Mumbai - 400 019
CIN: L65910MH1985PLC037998
Mar 31, 2015
Dear Members,
We have pleasure in presenting the 29th Annual Report of the Company
alongwith the audited statements of Accounts for the year ended 31st
March, 2015. The summarised financial results are given below:
SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
2014-15 2013-14
Sales & other receipts 156.73 158.42
Gross Profit/(Loss) before depreciations 74.11 23.60
Less : Depreciation 0.10 67.06
Profit(Loss) from regular Activities 42.75 25.44
Extraordinary items 14.15 0.03
Profit /(Loss)before and After taxation 28.60 25.47
Add: Balance carried from earlier year (3904.66) (3904.13)
Balance carried forward to next year (3876.06) (3904.66)
OPERATIONS:
During the year the sales turnover of the Company was Rs.156.73 lakhs
against Rs.158.42 lakhs the sales of the previous year. Due to paucity
of working capital facilities from Banks as Company was under
rehabilitation process by BIFR, the company is doing only job-work.
Once the rehabilitation scheme is approved your company could market
directly and the profitability and prospects will improve.
REFERENCE TO BIFR:
Pursuant to an order dated 18-01-2007 of the Hon'ble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. As per Rehabilitation Scheme approved by the BIFR vide
its order dated 8th March 2013 (dispatched on 15th March 2013) the paid
up capital of the company has been derated by 60% i.e. from 1185 lacs to
474 lacs. Further the company has made preferential allotment of
21,50,000 shares of Rs.10/- to promoters & their group and strategic
Investor M/s. Gayatri Pipes & Fittings Pvt. Ltd.
DIVIDEND:
In view of past losses, your directors are unable to recommend payment
of any dividend for the year under review.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public under
chapter V of the Companies Act, 2013 during the period under review.
ENVIRONMENTAL PROTECTION AND INSURANCE:
Top priority continues to be given to environmental protection for all
the units of the Company by keeping emission levels to the minimum
possible. Adequate Insurance cover has been taken for properties of the
Company including Buildings, Plant & Machineries, Stocks and other
assets.
ADDITIONAL INFORMATION
A. INFORMATION OF CONSERVATION ENERGY:
The particulars of additional requirement proposed by the Companies
(Amendment) Act, 1988 and the Companies (disclosures of particulars of
the report of the Board of Directors) Rules 1988 in respect of the
conservation of Energy do not apply to the products of your Company.
B. INFORMATION OF TECHNOLOGY ABSORPTION:
The Company had initially entered into a Technological Collaboration
with BAUKU of Germany and the Company has deputed their engineers for
training at the collaborator's plant. The engineers have been trained
in process control, production, maintenance and other technology
aspects. The Company has absorbed closely guarded technology enabling
in to produce wide range of plastic pipes which require much less raw
material than any comparable product. This has enabled the Company to
produce pipes and tanks for applications such as sewerage schemes,
effluent disposal projects, storage tanks for chemicals etc.
INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:
During the year under review your Company has not spent on foreign
travel and on import of raw material.
CORPORATE GOVERNANCE
Your Company has always the philosophy of conducting its business with
due compliance of laws, rules, regulations and sound internal control
systems and procedures. Pursuant to clause 49 of the Listing Agreement
entered into with the Stock Exchanges, the Company has complied with
all the provisions of Corporate Governance and a report on corporate
governance is annexed hereto and forms part of this report. A
certificate from the auditors of the company regarding compliance of
conditions of corporate governance has been included in this Annual
Report for your information. Infuture, the Company intends to implement
the non-mandatory recommendations, as prescribed in Code of Corporate
Governance.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
(including criteria for determining qualification, positive attributes,
independence of a Director, policy relating to remuneration for
Directors, Key Managerial Personnel and other employees)
Policy on Directors' Appointment
Policy on Directors' appointment is to follow the criteria as laid down
under the Companies Act, 2013 and the Listing Agreement with Stock
Exchange and good corporate practices. Emphasis is given to persons
from diverse fields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors, Key Managerial Personnel
and employees of the Company is that -
* Remuneration to unionized workmen is based on the periodical
settlement with the workmen union.
* Remuneration to Key Managerial Personnel, Senior Executives,
Managers, Staff and Workmen (non Unionised) is industry driven in which
it is operating taking into account the performance leverage and
factors such as to attract and retain quality talent.
* For Directors, it is based on the shareholders resolutions,
provisions of the Companies Act, 2013 and Rules framed therein,
circulars and guidelines issued by Central Government and other
authorities from time to time.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place
evaluation of its own performance, its committees and individual
directors. The results of the evaluation is satisfactory and adequate
and meets the requirement of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. S. C. Asnotkar retires by
rotation and being eligible offers himself for reappointment. Mr.
Rajender Sharma has been appointed as additional Director of the
Company w.e.f. 01/08/2015. The Company has received a notice in writing
from a member proposing his candidature for appointment as an
Independent Director. Your Directors recommend that re-appoinment of
Mr. S.C. Asnotkar & Mr. Rajender Sharma as Independent Director will be
in the interest of the Company.
During the year, the Board has noted the appointment of Mrs. Soniya P
Sheth as Managing Director and appointment of Mr. S.C. Asnotkar & Mr.
Rajender Sharma as Independent Directors of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchange.
During the year Ms. PadminiRavindran has been appointed as Company
Secretary w.e.f. 01/09/2014 and Ms. Dhwani P Sheth as Chief Financial
Officer of the Company w.e.f. 30/03/2015 to comply with the provisions
of the Companies Act, 2013.
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:
* That in the preparation of the accounts for the financial period
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
* That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial period and of the profit or
loss of the Company for the period under review;
* That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* That the Directors have prepared the annual accounts for the
financial period ended 31st March, 2015 on a 'going concern' basis.
* The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
* The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD:
Eight meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance in the
Annual Report.
DETAILS OF COMMITTEE OF DIRECTORS:
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stakeholders Relationship/
Grievance Committee of Directors, Number of meetings held of each
Committee during the financial year 2014-15 and meetings attended by
each member of the Committee as required under the Companies Act, 2013
are provided in Corporate Governance Report forming part of the report.
All the recommendations made by the Audit Committee were accepted by
the Board.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:
There is no transaction with Related Party which requires disclosure
under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
There is no Loan given, investment made, guarantees given and
securities provided by the Company to any entity under Section 186 of
the Companies Act, 2013.
RISK MANAGEMENT
During the year, Directors have constituted a Risk Management Committee
which has been entrusted with the responsibility to assist the board in
(a) Overseeing and approving the Company's enterprise wide risk
management framework; and (b) Overseeing that all the risks that the
organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. A Group Risk Management Policy was reviewed and approved by the
Committee.
The Company manages monitors and reports on the principle risks and
uncertainties that can impact its ability to achieve its strategic
objectives.
VIGIL MECHANISM:
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or
the Chairman of the Audit Committee. The Policy on vigil mechanism and
whistle blower policy may be accessed on the Company's website at the
link:
CORPORATE SOCIAL RESPONSIBILITY:
The Company has already constituted Corporate Social Responsibility
Committee. As per Section 135 of the Companies Act, 2013, the Company
needs to spend 2% of Average net profit of last three years on CSR
activities. The Average net profit of last three years of Company is
negative therefore your Company need not require to spend any amount on
CSR Activity.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return of the Company is annexed herewith as Annexure
II to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules should be provided in the Annual
Reports. None of the Company's employees were covered by the disclosure
requirement.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report as Annexure I.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company Secretary and the same will
be furnished on request. The full Annual Report including the aforesaid
information is being sent electronically to all those members who have
registered their email addresses and is available on the Company's
website.
AUDITORS AND AUDITORS' REPORT:
The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant,
Mumbai, are eligible for re-appointment and have indicated their
willingness to act as such. In terms of Section 139 of the Companies
Act, 2013, their appointment needs to be confirmed and their
remuneration has to be fixed.
The company has received letter from auditor to the effect that his
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re- appointment.
The Company has received intimation from statutory auditor M/s. P M.
Turakhia & Associates, Chartered Accountants (Registration No.
111086W), about their unwillingness for re-appointment as statutory
auditor of the Company for the coming Financial Year at ensuing AGM due
to regulatory requirement.
In terms of Sec.139(2) of the Companies Act, 2013, No auditor shall be
appointed for more than two terms of five consecutive years. Further
provided that every company existing on or before the commencement of
this Act which is required to comply with provision of this sub-section
shall comply with this requirement within three years from the date of
commencement of this Act.
M/s. P M. Turakhia & Associates, Chartered Accountants (Registration
No. 111086W) have already completed the above mentioned tenure hence
shown their unwillingness to continue as statutory auditor for the
coming financial year. Since the Company has M/s A. V. Jobanputra &
Company Chartered Accountant (Registration No. 104314W) as statutory
Auditors, it does not require to fill vacancy caused by other Auditors
M/s P M. Turakhia & Associates.
The notes on financial statement referred to in the Auditors' Report
are self explanatory and therefore do not call for any further
explanation. The Auditor's Report does not contain any qualification,
reservation or adverse remark.
SECRETARIAL AUDITOR:
The Board has appointed M/s. Sarita Lakhotiya & Associates, Practicing
Company Secretary, to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31,2015 is annexed herewith and forming part of this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
GENERAL:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
3. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
4. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
DEPOSITORY SYSTEM:
Electronic trading of the Company's Equity Shares has been made
compulsory by the Securities & Exchange Board of India (SEBI) from 30th
October, 2000. As on 31st March, 2015, about 75.78 % share holding
representing 5221129 Equity Shares of the Company have been
dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreements) the Cash Flow Statement for the year ended 31.03.2015 is
annexed to the Accounts.
ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
For Kunststoffe Industries Limited
Soniya P. Sheth
Managing Director
Place: Mumbai
Date: 30th July, 2015
Registered Office:
Kiran Building,
128, Bhaudaji Road,
Matunga (East),
Mumbai - 400 019
CIN: L65910MH1985PLC037998
e-mail:[email protected]
Mar 31, 2014
Dear Shareholders,
We have pleasure in presenting the 28th Annual Report of the Company
along with the audited statements of Accounts for the year ended 31st
March, 2014. The summarised financial results are given below:
1. SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
2013-14 2012-13
Sales & other receipts 158.42 118.12
Gross Profit/(Loss) before depreciations 23.60 (3.84)
Less : Depreciation 67.06 66.78
Profit/(Loss) from regular Activities 25.44 (39.30)
Extraordinary items 0.03 2027.58
Profit/(Loss)before and After taxation 25.47 1988.27
Add: Balance carried from earlier year (3904.66) (3930.13)
Balance carried forward to next year (3904.66) (3930.13)
2. OPERATIONS:
During the year the sales turnover of the Company was Rs. 158.42 lakhs
against Rs. 118.12 lakhs the sales of the previous year. Due to paucity
of working capital facilities from Banks as Company is under
rehabilitation process by BIFR, the company is doing only job-work.
Once the rehabilitation scheme is approved your company could market
directly and the profitability and prospects will improve.
3. REFERENCE TO BIFR:
Pursuant to an order dated 18-01-2007 of the Hon''ble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. As per Rehabilitation Scheme approved by the BIFR
vide its order dated 8th March 2013 (dispatched on 15th March2013) the
paid up capital of the company has been derated by 60% i.e. from 1185
lacs to 474 lacs. Further the company has made preferential allotment
of 21,50,000 shares of Rs. 10/- to promoters & their group and
strategic Investor M/s. Gayatri Pipes & Fitting Pvt. Ltd.
4. DIVIDEND:
In view of past losses, your directors are unable to recommend payment
of any dividend for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company is engaged in the business of manufacture of Spirally
Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities
of the Company are at Daman, U.T. and the Spirally Bound profile wall
pipes technology is patented and licensed by BAUKU of Germany. These
Pipes ranging from 300 MM to 3000 MM diameter and are used in water
sewerage & effluent disposal schemes, ocean out-fuel, etc. Your Company
can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to
70000 liters with varying wall thickness depending on load distribution
and application.
The main objects of your Company to carry on the business of
manufactures, dealers, importers, exporters, buyers & seller of all
kinds plastic, PVC, polypropylene, polystyrene, polyethylene and
polymers. As stated elsewhere, the immediate object of the Company is
to set up facilities for the manufacture of large diameter non-pressure
HDPE/PP tanks and vessels.
The Company''s main business is manufacturing and marketing of "Polymer
Processing" and all other activities of the company revolve around this
main business. As such there are no separate reportable segments within
the Company as defined by AS 17(Segment Reporting) issued by ICAI.
The Company maintains adequate internal control systems, which provide,
among other things, reasonable assurance of recording the transaction
of its operations in all material respects and of providing protection
against significant misuse or loss of Company''s assets.
The above statements on Management''s Discussion and Analysis describing
the Company''s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of
applicable security laws or regulations. These statements are based on
certain assumptions and expectation of future events. Actual results
could however differ materially from those expressed or implied.
Important factors that could make a difference to the Company''s
operations include global and domestic demand-supply conditions,
finished goods prices, raw material costs & availability, change in
Government regulations and tax structure, economic developments within
India and the countries with which the Company has business contacts
and other factors such as litigation and Industrial relations. Your
Company assumes no responsibility in respect of forward looking
statements which may be amended or modified in future on the basis of
subsequent developments, information or events.
6. FIXED DEPOSITS:
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
7. ADDITIONAL INFORMATION
A. INFORMATION OF CONSERVATION ENERGY:
The particulars of additional requirement proposed by the Companies
(Amendment) Act, 1988 and the Companies (disclosures of particulars of
the report of the Board of Directors) Rules 1988 in respect of the
conservation of Energy do not apply to the products of your Company.
B. INFORMATION OF TECHNOLOGY ABSORPTION:
The Company had initially entered into a Technological Collaboration
with BAUKU of Germany and the Company has deputed their engineers for
training at the collaborator''s plant. The engineers have been trained
in process control, production, maintenance and other technology
aspects. The Company has absorbed closely guarded technology enabling
in to produce wide range of plastic pipes which require much less raw
material than any comparable product. This has enabled the Company to
produce pipes and tanks for applications such as sewerage schemes,
effluent disposal projects, storage tanks for chemicals etc.
8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:
During the year under review your Company has not spent on foreign
travel and on import of raw material.
9. CORPORATE GOVERNANCE
Your Company has always the philosophy of conducting its business with
due compliance of laws, rules, regulations and sound internal control
systems and procedures. Pursuant to clause 49 of the Listing Agreement
entered into with the Stock Exchanges, the Company has complied with
all the provisions of Corporate Governance and a report on corporate
governance is annexed hereto and forms part of this report. A
certificate from the auditors of the company regarding compliance of
conditions of corporate governance has been included in this Annual
Report for your information. In future, the Company intends to
implement the non-mandatory recommendations, as prescribed in Code of
Corporate Governance.
10. DIRECTORATE:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. S. C. Asnotkar retires by
rotation and being eligible offers himself for reappointment. Your
Directors recommend that re-election of Mr. S.C. Asnotkar will be in
the interest of the Company.
During the year Mr. Sacarian Chacko and Mr. Ujjwal kumar Jha have been
appointed as additional Directors of the Company w.e.f. 30.01.2014 and
Mrs. Soniya P. Sheth has been appointed as Mg. Director of the Company
w.e.f. 27.06.2014 for 5 years.
During the year Mr. Bhaskar T. Iyer has been appointed as an
Independent Director for 5 years.
Mr. Pravin V. Sheth and Mr. Bhadresh H. Shah resigned as the Directors
of the Company during the year.
11. 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:
* That in the preparation of the accounts for the financial period
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
* That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial period and of the profit or
loss of the Company for the period under review;
* That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* That the Directors have prepared the annual accounts for the
financial period ended 31st March, 2014 on a ''going concern'' basis.
12. DEPOSITORY SYSTEM:
Electronic trading of the Company''s Equity Shares has been made
compulsory by the Securities & Exchange Board of India (SEBI) from
June, 2001. As on 31st March, 2014, about 75.37% share holding
representing 5193129 Equity Shares of the Company have been
dematerialised. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
13. ENVIRONMENTAL PROTECTION & INSURANCE:
The manufacturing process of the Company is environmental friendly in
as much there is no effluent discharge.
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Plant & Machinery, Stocks and inventories.
14. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 139 of the
Companies Act, 2013, their appointment needs to be confirmed and their
remuneration has to be fixed.
The Company has decided to appoint A.V. Jobanputra & Co. Chartered
Accountants, Mumbai as Joint Statutory Auditor of the Company in
addition to existing statutory Auditor of the company to hold office
till the conclusion of next Annual General Meeting.
The company has received letters from all of them to the effect that
their re-appointment/appointment respectively, if made, would be within
the prescribed limits under Section 141(3)(g) of the Companies Act,
2013 and that they are not disqualified for re-appointment/appointment
respectively.
15. AUDITORS'' REPORT:
The notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further explanation.
16. CONSTITUTION OF AUDIT COMMITTEE:
As required by the provisions of Section 177 of the Companies Act,
2013, the Board of Directors had reconstituted an Audit Committee
comprising of three Non-Executive Directors viz. Mr. U. R. Jha, Mr. Mr.
S.C. Asnotkar and Mr. Bhaskar T. Iyer.
17. PARTICULARS OF EMPLOYEES:
None of the Company''s employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed thereunder.
18. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2014 is
annexed to the Accounts.
19. ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders, bankers and employees.
On behalf of the Board
For Kunststoffe Industries Limited
Place: Mumbai Soniya P. Sheth
Date: 30th July, 2014. Mg. Director
Registered Office:
Kiran Building, 128 Bhaudaji Road,
Matunga (East), Mumbai-400 019.
CIN: L65910MH1985PLC037998
e-mail: [email protected]
Mar 31, 2013
Dear Shareholders,
The have pleasure in presenting the 27th Annual Report of the Company
alongwith the audited statements of Accounts for the year ended 31st
March, 2013. The summarised fnancial results are given below:
1. SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
2012-13 2011-12
Sales & other receipts 122.35 91.15
Gross Proft/(Loss) before depreciations 27.48 3 .80
Less : Depreciation 66.78 14.06
Proft(Loss) from regular Activities (39.30) (10.26)
Extraordinary items 2027.57 0.00
Proft /(Loss)before and After taxation 1988.27 (10.26)
Add: Balance carried from earlier year (5918.40) (5908.15)
Balance carried forward to next year (3930.13) (5918.41)
2. OPERATIONS:
During the year the sales turnover of the Company was Rs.122.35 lakhs
against Rs.91.15 lakhs being the sales of the previous year. Due to
paucity of working capital facilities from Banks as Company is under
rehabilitation process by BIFR, the company is doing only job-work.
Once the rehabilitation scheme is approved your company could market
directly and the proftability and prospects will improve.
3. REFERENCE TO BIFR:
Pursuant to an order dated 18-01-2007 of the HonÂble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. As per Rehabilitation Scheme approved by the BIFR
vide its order dated 8the March 2013 (dispatched on 15th March2013)
capital of the company has been reduced by 60% i.e. from Rs.1185 lacs
to Rs.474 lacs. Further the company has made preferential allotment of
21, 50,000 shares of Rs.10/- to promoters & their group and strategic
Investor M/s. Gayatri Pipes & Fitting Pvt. Ltd.
4. DIVIDEND:
In view of past losses, your directors are unable to recommend payment
of any dividend for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company is engaged in the business of manufacture of Spirally
Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities
of the Company are at Daman, U.T. and the Spirally Bound profle wall
pipes technology is patented and licensed by BAUKU of Germany. These
Pipes ranging from 300 MM to 3000 MM diameter and are used in water
sewerage & effuent disposal schemes, ocean out-fuel, etc. Your Company
can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to
70000 liters with varying wall thickness depending on load distribution
and application.
The main objects of your Company to carry on the business of
manufactures, dealers, importers, exporters, buyers & seller of all
kinds plastic, PVC, polypropylene, polystyrene, polyethylene and
polymers. As stated elsewhere, the immediate object of the Company is
to set up facilities for the manufacture of large diameter non-
pressure HDPE/PP tanks and vessels.
The Company''s main business is manufacturing and marketing of "Polymer
Processing" and all other activities of the company revolve around this
main business. As such there are no separate reportable segments within
the Company as defned by AS 17(Segment Reporting) issued by ICAI.
The Company maintains adequate internal control systems, which provide,
among other things, reasonable assurance of recording the transaction
of its operations in all material respects and of providing protection
against signifcant misuse or loss of Company''s assets.
The above statements on Management''s Discussion and Analysis describing
the Company''s objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of
applicable security laws or regulations. These statements are based on
certain assumptions and expectation of future events. Actual results
could however differ materially from those expressed or implied.
Important factors that could make a difference to the Company''s
operations include global and domestic demand- supply conditions,
fnished goods prices, raw material costs & availability, change in
Government regulations and tax structure, economic developments within
India and the countries with which the Company has business contacts
and other factors such as litigation and Industrial relations. Your
Company assumes no responsibility in respect of forward looking
statements which may be amended or modifed in future on the basis of
subsequent developments, information or events.
6. FIXED DEPOSITS:
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
7. ADDITIONAL INFORMATION
A. INFORMATION OF CONSERVATION ENERGY:
The particulars of additional requirement proposed by the Companies
(Amendment) Act, 1988 and the Companies (disclosures of particulars of
the report of the Board of Directors) Rules 1988 in respect of the
conservation of Energy do not apply to the products of your Company.
B. INFORMATION OF TECHNOLOGY ABSORPTION:
The Company had initially entered into a Technological Collaboration
with BAUKU of Germany and the Company has deputed their engineers for
training at the collaborator''s plant. The engineers have been trained
in process control, production, maintenance and other technology
aspects. The Company has absorbed closely guarded technology enabling
in to produce wide range of plastic pipes which require much less raw
material than any comparable product. This has enabled the Company to
produce pipes and tanks for applications such as sewerage schemes,
effuent disposal projects, storage tanks for chemicals etc.
8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:
During the year under review your Company has not spent on foreign
travel and on import of raw material.
9. CORPORATE GOVERNANCE
Your Company has always the philosophy of conducting its business with
due compliance of laws, rules, regulations and sound internal control
systems and procedures. Pursuant to clause 49 of the Listing Agreement
entered into with the Stock Exchanges, the Company has complied with
all the provisions of Corporate Governance and a report on corporate
governance is annexed hereto and forms part of this report. A
certifcate from the auditors of the company regarding compliance of
conditions of corporate governance has been included in this Annual
Report for your information. In future, the Company intends to
implement the non-mandatory recommendations, as prescribed in Code of
Corporate Governance.
10. DIRECTORATE:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Pravin V. Sheth and Mr.
S.C. Asnotkar retire by rotation and being offers themselves for
reappointment. Your Directors recommend that re-election of Mr. Pravin
V. Sheth and Mr. S.C. Anotkar will be in the interest of the Company.
11. 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:
- That in the preparation of the accounts for the fnancial period
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
- That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the fnancial period and of the
proft or loss of the Company for the period under review;
- That the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- That the Directors have prepared the annual accounts for the
fnancial period ended 31st March, 2013 on a ''going concern'' basis.
12. DEPOSITORY SYSTEM:
Electronic trading of the Company''s Equity Shares has been made
compulsory by the Securities & Exchange Board of India (SEBI) from
June, 2001. As on 31st March, 2013, about 61.40% share holding
representing 7276440 Equity Shares of the Company have been
dematerialised. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
13. ENVIRONMENTAL PROTECTION & INSURANCE:
The manufacturing process of the Company is environmental friendly in
as much there is no effuent discharge.
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Plant & Machinery, Stocks and inventories.
14. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confrmed and their
remuneration has to be fxed.
15. AUDITORSÂ REPORT:
The notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further explanation under
Section 217(3) of the Companies Act, 1956.
16. CONSTITUTION OF AUDIT COMMITTEE:
As required by the provisions of Section 292 A of the Companies Act,
1956, the Board of Directors had reconstituted an Audit Committee
comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah,
Mr. Mr. S.C. Asnotkar and Mr. Bhaskar T. Iyer.
17. PARTICULARS OF EMPLOYEES:
None of the Company''s employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed thereunder.
18. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2013 is
annexed to the Accounts.
19. ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders, bankers and employees.
On behalf of the Board
PRAVIN V.SHET
CHAIRMAN
Place: Mumbai
Date: 30th July, 2013
Registered Offce:
Kiran Building, 128,
Bhaudaji Road, Matunga (East),
Mumbai - 400 019
Mar 31, 2010
We have pleasure in presenting the 24th Annual Report of the Company
alongwith the audited statements of Accounts for the year ended 31st
March, 2010. The summarised financial results are given below:
1. SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
(12 Months) (15 Months)
2009-10 2008-09
Sales & other receipts 104.43 121.39
Gross Profit/(Loss) before
depreciations 50.89 13.06
Less : Depreciation 12.54 45.00
Loss from regular Activities 38.35 (36.94)
Extraordinary items
Loss on revaluation of assets 0.00 289.66
Profit /(Loss)before and
After taxation 38.35 257.72
Add: Balance carried
from earlier year (4008.40) (4266.12)
Balance carried forward
to next year (3970.05) (4008.40)
2. OPERATIONS:
During the year the sales turnover of the Company has increased
compared to the sales of the previous year. However, due to lack of
demand for the products of the Company and increase in the cost of raw
materials, excise duty & other expenditure, the Company could not
achieve any profit. Efforts are being made to penetrate in the
different segments of the market to increase the sale of the Companys
products. The prospects for the year look better.
3. REFERENCE TO BIFR:
Pursuant to an order dated 18-01 -2007 of the Honble Bench of BIFR,
the Company was declared as a sick industry and IDB1 was appointed as
the Operating Agency. A Rehabilitation Scheme has been prepared and
submitted to the O.A. The Company had proposed One Time Settlement of
dues with IDBI, Standard Chartered Bank and Bank of Baroda. IDBI and
Standard Chartered Bank have accepted the OTS and they have been paid
the OTS amounts. The Bank of Baroda, has in the meantime assigned the
debts to International Asset Reconstruction Co. P. Ltd., Mumbai,
without obtaining the permission of BIFR as the Company is a sick
industry. The Draft Rehabilitation Scheme has been circulated by the
BIFR and the approval of the same is awaited.
4. DIVIDEND:
In view of continued loss, your directors are unable to recommend
payment of any dividend for the year under review.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company is engaged in the business of manufacture of Spirally
Bound HDPE/PP Pipes, Vessels, Tanks, etc. The manufacturing facilities
of the Company are at Daman, U.T. and the Spirally Bound profile wall
pipes technology is patented and licensed by BAUKU of Germany. These
Pipes ranging from 300 MM to 3000 MM diameter and are used in water
sewerage & effluent disposal schemes, ocean out-fuel, etc. Your Company
can also manufacture HDPE/PP Tanks of sizes ranging from 5000 liters to
70000 liters with varying wall thickness depending on load distribution
and application.
The main objects of your Company to carry on the business of
manufactures , dealers, importers, exporters, buyers & seller of all
kinds plastic, PVC, polypropylene, polystyrene, polyethylene and
polymers. As stated elsewhere, the immediate object of the Company is
to set up facilities for the manufacture of large diameter non-pressure
HDPE/PP tanks and vessels.
The Companys main business is manufacturing and marketing of "Polymer
Processing" and all other activities of the company revolve around this
main business. As such there are no separate reportable segments
within the Company as defined by AS17(Segment Reporting) issued by
ICAI.
The Company maintains adequate internal control systems, which provide,
among other things, reasonable assurance of recording the transaction
of its operations in all material respects and of providing protection
against significant misuse or loss of Companys assets.
The above statements on Managements Discussion and Analysis describing
the Companys objectives, projections, estimates, expectations or
predictions may be forward looking statements within the meaning of
applicable security laws or regulations. These statements are based on
certain assumptions and expectation of future events. Actual results
could however differ materially from those expressed or implied.
Important factors that could make a difference to the Companys
operations include global and domestic demand-supply conditions,
finished goods prices, raw material costs & availability, change in
Government regulations and tax structure, economic developments within
India and the countries with which the Company has business contacts
and other factors such as litigation and Industrial relations. Your
Company assumes no responsibility in respect of forward looking
statements which may be amended or modified in future on the basis of
subsequent developments, information or events.
6. FIXED DEPOSITS:
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
7. ADDITIONAL INFORMATION
A. INFORMATION OF CONSERVATION ENERGY:
The particulars of additional requirement proposed by the Companies
(Amendment) Act, 1988 and the Companies (disclosures of particulars of
the report of the Board of Directors) Rules 1988 in respect of the
conservation of Energy do not apply to the products of your Company.
B. INFORMATION OF TECHNOLOGY ABSORPTION:
The Company had initially entered into a Technological Collaboration
with BAUKU of Germany and the Company has deputed their engineers for
training at the collaborators plant. The engineers have been trained
in process control, production, maintenance and other technology
aspects. The Company has absorbed closely guarded technology enabling
in to produce wide range of plastic pipes which require much less raw
material than any comparable product. This has enabled the Company to
produce pipes and tanks for applications such as sewerage schemes,
effluent disposal projects, storage tanks for chemicals etc.
8. INFORMATION OF FOREIGN EXCHANGE EARNED AND OUTGO:
During the year under review your Company has not spent on foreign
travel and on import of raw material.
9. CORPORATE GOVERNANCE
Your Company has always the philosophy of conducting its business with
due compliance of laws, rules, regulations and sound internal control
systems and procedures. Pursuant to clause 49 of the Listing Agreement
entered into with the Stock Exchanges, the Company has complied with
all the provisions of Corporate Governance and a report on corporate
governance is annexed hereto and forms part of this report. A
certificate from the auditors of the company regarding compliance of
conditions of corporate governance has been included in this Annual
Report for your information. In future, the Company intends to
implement the non- mandatory recommendations, as prescribed in Code of
Corporate Governance.
10. DIRECTORATE:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. B. H. Shah retires by
rotation and being eligible offers himself for reappointment. Your
Directors recommend that re-election of aforesaid Director will be in
the interest of the Company.
11. DIRECTORS RESPONSIBILITY
STATEMENT:
Pursuant to the requirement under Section 217(2 A A) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
- That in the preparation of the accounts for the financial period
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
- That the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial period and of the profit or
loss of the Company for the period under review;
- That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- That the Directors have prepared the annual accounts for the
financial period ended 31st March, 2010 on a going concern basis.
12. DEPOSITORY SYSTEM:
Electronic trading of the Companys Equity Shares has been made
compulsory by the Securities & Exchange Board of India (SEBI) from
June, 2001. As on 31st March, 2010, about 53.656% share holding
representing 6358220 Equity Shares of the Company have been
dematerialised. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
13. ENVIRONMENTAL PROTECTION & INSURANCE:
The manufacturing process of the Company is environmental friendly in
as much there is no effluent discharge.
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Plant & Machinery, Stocks and inventories.
14. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confirmed and their
remuneration has to be fixed.
15. AUDITORS REPORT:
The notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further explanation under
Section 217(3) of the Companies Act, 1956.
16. CONSTITUTION OF AUDIT COMMITTEE:
As required by the provisions of Section 292 A of the Companies Act,
1956, the Board of Directors has constituted an Audit Committee
comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah,
Mr. Sudhir V. Sheth and Mr. S.C. Asnotkar..
17. PARTICULARS OF EMPLOYEES:
None of the Companys employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed thereunder.
18. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2010 is
annexed to the Accounts.
19. ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders, bankers and employees.
On behalf of the Board
Sd/-
Bhadresh H. Shah
Chairman
Place: Daman
Date : 30th July, 2010
Registered Office:
C/o. P. Sheth & Co.
(Chartered Accountants)
17, Parekh Vora Chambers,
66, Nagindas Master Road,
Fort, Mumbai - 400 023.
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