Directors Report of PPAP Automotive Ltd.
Mar 31, 2018
Dear Members,
PPAP Automotive Limited
The Directors have pleasure in presenting the Twenty Third Annual Report of your Company along with the audited standalone and consolidated financial statements and the Auditorsâ report thereon for the year ended 31st March, 2018.
Financial Highlights and State of Companyâs Affairs
(Rs. in lacs)
|
Particulars |
For the year ended |
|||
|
Standalone |
Consolidated |
|||
|
31st March, 2018 |
31st March, 2017 |
31st March, 2018 |
31st March, 2017 |
|
|
Revenue from operations (net of excise) |
39,762.33 |
34,501.20 |
39,762.33 |
34,501.20 |
|
Profit before interest, tax and depreciation |
8,746.46 |
6,867.66 |
8,936.34 |
7,158.42 |
|
Less: interest |
442.39 |
626.80 |
442.39 |
626.80 |
|
Depreciation & amortization |
2,598.96 |
2,438.54 |
2,598.96 |
2,438.54 |
|
Profit / (loss) before tax (PBT) |
5,705.11 |
3,802.54 |
5,894.99 |
4,093.08 |
|
Less: Tax expenses |
1,963.94 |
1,297.16 |
1,963.94 |
1,297.16 |
|
Profit / (loss) for the period |
3,741.17 |
2,505.38 |
3,931.05 |
2,795.92 |
The Company has adopted âInd ASâ with effect from 1st April, 2017. Financial statements for the year ended and as at 1st April, 2017 have been re-stated to conform to Ind AS Note 2 to the consolidated financial statement provides further explanation on the transition to Ind AS.
Companyâs Performance
The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Previous yearsâ figures have been restated and audited by the statutory auditors of the Company.
During the financial year 2017-18, revenue from operations on standalone basis increased to Rs. 39,762.33 lacs as against Rs. 34,501.20 lacs in the previous year registring a growth of 15.25%.
Employee cost as a percentage to revenue from operations increased to 15.90% (Rs. 6,322.85 lacs) against 15.44% (Rs. 5,236.31 lacs) in the previous year
Other expenses as a percentage to revenue from operations decreased to 12.69% (Rs. 5,047.78 lacs) as against 12.97% (Rs. 4,474.93 lacs) in the previous year
The profit after tax for the current year is Rs. 3,741.17 lacs as against Rs. 2,505.38 lacs in the previous year registring a growth of 49.32%.
Consolidated financial statements
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the consolidated financial statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Ind AS and on the basis of audited financial statements of the Company, Joint Venture and associate companies, as approved by the respective Board of Directors.
The consolidated financial statements together with the auditorsâ report form part of this annual report.
Dividend
During the financial year 2017-18, your Company declared and paid to the shareholders, an interim dividend of Rs. 2.00 (Rupees two only) per equity share of face value of Rs. 10 (Rupees ten) each in the month of November, 2017.
The Board of Directors of the Company are pleased to recommend a final dividend of Rs. 2.50 (Rupees two and fifty paisa only) per equity share of face value of Rs. 10 (Rupees ten) each for approval of the shareholders at the ensuing Annual General Meeting (AGM). On approval, the total dividend (interim dividend and final dividend) for the financial year 2017-18 will be Rs. 4.50 (Rupees four and fifty paisa only) per equity share of the face value of Rs.10 (Rupees ten) each as against the total dividend of Rs. 3 (Rupees three only) per equity share of the face value of Rs. 10 (Rupees ten) paid for the previous financial year 2016-17.
Deposits
Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2018.
Technical collaboration
The Company has technical collaborations with Tokai Kogyo Co. Limited, Japan; Nissen Chemitec Corporation, Japan; and Tokai Kogyo Seiki Co. Limited, Japan. Your Company is receiving the requisite support as per the needs of the business.
The technology partners of your Company has extend their continuous support in terms of new product development, innovations, latest technology, quality, productivity, etc. as per the needs of your Company.
Extract of annual return
The details forming part of the extract of the Annual Return as on 31st March, 2018 in form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, annexed as âAnnexure-Aâ to this report.
Meetings of the Board of Directors
The Board of Directors met five times during the financial year 2017-18, the details of which are given in the corporate governance report that forms part of this annual report. The intervening gap between any two meetings was in compliance with the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Audit Committee
The Audit Committeeâs purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including reviewing of the Companyâs statutory and internal audit reports. The Audit Committee also gives recommendations for enhancement in scope and coverage of internal audit for specific areas wherever it is felt necessary. The Audit Committee is provided with all the necessary assistance and information to carry out its functions effectively. All the members of the Audit Committee have the requisite financial, legal and management expertise.
The details of composition of the Audit Committee, its terms of reference and the number of meetings held during the year under review, are given in the corporate governance report.
The corporate governance report have been detailed in a separate section and is attached separately to this annual report.
Directors and key managerial personnel
Mr. Abhishek Jain (DIN: 00137651), Whole Time Director has been elevated to the position of the Chief Executive Officer and Managing Director (CEO & MD) of the Company with effect from 1st April, 2017.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mrs. Vinay Kumari Jain (DIN: 00228718), NonExecutive Director of the Company, retires by rotation, she being eligible, has offered herself for re-appointment as a Director
Mr. Ajay Kumar Jain (DIN: 00148839) is on the Board of the Company since 18th October, 1995 as Managing Director and was also appointed as Chairman on 10th February, 2014.
The current tenure of Mr. Ajay Kumar Jain, as Chairman & Managing Director will expire on 31st October, 2018. The Board at its meeting held on 21st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Ajay Kumar Jain, as Chairman & Managing Director (CMD) of the Company for a tenure of five years with effect from 1st November, 2018 up to 31st October, 2023, subject to the approval of shareholders at 23rd AGM.
Pursuant to the provisions of the Companies Act, 2013, Mr. Bhuwan Kumar Chaturvedi (DIN: 00144487) was appointed as a Non-Executive Independent Director for five consecutive years, for a term up to 25th December, 2018 by the shareholders of the Company at 19th AGM of the Company held on 27th September, 2014. Mr. Bhuwan Kumar Chaturvedi is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the reappointment of Mr. Bhuwan Kumar Chaturvedi as a Non-Executive Independent Director for another term of five consecutive years i.e. from 26th December, 2018 up to 25th December, 2023, subject to the approval of the shareholders through a special resolution at the 23rd AGM.
Pursuant to the provisions of the Companies Act, 2013, Mr. Pravin Kumar Gupta (DIN: 06491563) was appointed as a Non-Executive Independent Director for five consecutive years for a term up to 31st March, 2019 by the shareholders of the Company at 19th AGM of the Company held on 27th September, 2014. Mr. Pravin Kumar Gupta is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Pravin Kumar Gupta as a NonExecutive Independent Director for another term of five consecutive years from 1st April, 2019 up to 31st March, 2024, subject to the approval of the shareholders through a special resolution at the 23rd AGM.
Pursuant to the provisions of the Companies Act, 2013, Mr. Ashok Kumar Jain (DIN: 06881412) was appointed as a Non-Executive Independent Director for five consecutive years for a term up to 26th May, 2019 by the shareholders of the Company at 19th AGM of the Company held on 27th September, 2014. Mr. Ashok Kumar Jain is eligible for re-appointment as a Non-Executive Independent Director for another term of five consecutive years. Pursuant to the provisions of the Companies Act, 2013, the Board at its meeting held on 21st May, 2018 on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Ashok Kumar Jain as a Non-Executive Independent Director for another term of five consecutive years from 27th May, 2019 up to 26th May, 2024, subject to the approval of the shareholders through a special resolution at the 23rd AGM.
Brief profile of Directors seeking appointment and reappointment along with other details as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, are given in the notice of 23rd AGM.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the committee(s).
The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at http://ppapco.in/Template-of-Letters-of-Appointment-to-Independent-Directors.pdf
Credit rating
During the year under review, the credit rating agency CRISIL has upgraded the credit rating of your Company on the long-term bank facilities to âCRISIL A / Stableâ from âCRISIL A / Positiveâ and reaffirmed the short-term bank facilities at âCRISIL A1â on 9th August, 2017.
Details of credit ratings:
|
Long term Bank Loan |
CRISIL A / Stable |
|
facilities |
(Upgraded from âCRISIL A |
|
/ Positiveâ) |
|
|
Short term Bank Loan |
CRISIL A1 (Reaffirmed) |
|
facilities |
Directorsâ responsibility statement
In terms of and pursuant to Section 134(3)(c) of the Companies Act, 2013, as amended from time to time, in relation to the financial statements for the year ended 31st March, 2018, to the best of their knowledge and belief your Directors confirm the following:
i. that in the preparation of annual financial statements for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a âtrue and fair viewâ of the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;
iii. that the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. that the financial statements for the financial year ended 31st March, 2018 have been prepared on a âgoing concern basisâ;
v. that the internal financial controls are adequate and are operating effectively; and
vi. that proper systems to ensure compliance with the provisions of all applicable laws are adequate and operating effectively.
Evaluation of the Boardâs performance / effectiveness
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors individually, as well as, the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the corporate governance report attached to this report.
Nomination and remuneration policy
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been given hereunder:
In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. Ensure appropriate induction and training program: The Committee shall ensure that there is an appropriate induction and training program in place for new Directors, Key Managerial Persons and members of senior management and review its effectiveness,
2. Formulating the criteria for appointment as a Director: The Committee shall formulate criteria and review them on an ongoing basis, for determining qualifications, skills, experience, expertise, qualities, attributes, etc, required to be a Director of the Company,
3. Identify persons who are qualified to be Directors / Independent Directors / KMPs / SMPs: The Committee shall identify persons who are qualified to become Directors / Independent Directors / KMPs / SMPs and who satisfy the criteria laid down under the provisions of the Companies Act, 2013, Rules made thereunder SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other enactment, for the time being in force,
4. Nominate candidates for Directorships subject to the approval of Board: The Committee shall recommend to the Board the appointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the case may be.
5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of every Director, every Committee of the Board and of the Board as a whole including the Chairman, on an annual basis.
6. Remuneration of Managing Director / Directors: The Committee shall ensure that the tenure of Executive Directors and their compensation packages are in accordance with applicable laws and in line with the Companyâs objectives, shareholdersâ interests and benchmarked with the industry.
7. Review performance and compensation of NonExecutive Independent Directors: The Committee shall review the performance of Non-Executive Independent Directors of the Company. The Committee shall ensure that the Non-Executive Independent Directors may receive remuneration by way of sitting fees for attending the meetings of Board or Committee(s), thereof provided that the amount of such fees shall be subject to ceiling / limits as provided under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.
8. Review performance and compensation of KMPs / SMPs etc.: The Committee shall ensure that the remuneration to be paid to KMPs / SMPs shall be based on their experience, qualifications and expertise and governed by the limits, if any, prescribed under the Companies Act, 2013 and Rules made thereunder or any other enactment, for the time being, in force.
9. Directorsâ and Officersâ Insurance: The Committee shall ensure that the insurance taken by the Company on behalf of its Directors, KMPs / SMPs either for indemnifying them against any liability or any other matter as may be deemed fit, the premium paid on such insurance, shall not be treated as part of the remuneration payable, to any such personnel.
Particulars of employees
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors / employees of the Company, annexed as âAnnexure-Bâ to this report.
Joint ventures and associates
During the year under review, none of the Company have become / ceased to be the joint ventures, subsidiaries and associates of your Company
In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company, which forms part of this annual report. Further, a statement containing the salient features of the financial statements of our associates and joint venture in the prescribed form AOC-1, annexed as âAnnexure-Câ to this report which covers the financial position of associates and joint venture Company and hence not repeated here for the sake of brevity.
Corporate governance report
Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Company, we constantly strive to evolve and follow up on the corporate governance guidelines and its best practices.
The compliance report on corporate governance and a certificate from M/s VLA & Associates, Company Secretaries, secretarial auditors of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annexed to this annual report.
Management discussion and analysis report
As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed management discussion and analysis report is presented in a separate section forming part of this annual report.
Material changes and commitments affecting financial position between end of the financial year and date of report.
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.
Particulars of loans, guarantees and investments
During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year, are given under note 6 of the standalone financial statements of the Company.
Related party transactions
During financial year 2017-18, all contracts / transactions entered into by your Company with related parties under Section 188(1) of the Companies Act, 2013 were in the ordinary course of business and on an armâs length basis. During financial year 2017-18, your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered âmaterialâ in accordance with its policy on materiality of related party transactions. Thus, there are no transactions required to be reported in form AOC-2.
The details of the related party transactions as per Ind AS 24 are set out in note 40 to the standalone financial statements of the Company.
Auditors and Auditorsâ report Auditors
- Statutory auditors
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s O P Bagla & Co. (Registration No. 000018N), Chartered Accountants, New Delhi were appointed as the statutory auditors of the Company at the 19th AGM of the Company held on 27th September, 2014 for the period of four years i.e. up to the conclusion of the 23rd AGM to be held in the year 2018. The firm has converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as M/s O P Bagla & Co. LLP with effect from 25th April, 2018.
The present term of M/s O P Bagla & Co. LLP, will expire at the conclusion of ensuing AGM of the Company The Board upon the recommendation of Audit Committee proposed to re-appoint M/s O P Bagla & Co. LLP, Chartered Accountants, as the statutory auditors of the Company for the second term of five consecutive years to hold office from the conclusion of the 23rd AGM till the conclusion of the 28th AGM of the Company to be held in the year 2024.
The Company has also received a consent letter from the auditors for re-appointment as the statutory auditors for the second term of five consecutive years under Section 139 and 141 of Companies Act, 2013. Statutory auditorsâ report
The Auditorsâ report does not contain any qualification, reservation(s) or adverse remark(s). The notes on financial statements referred to in the Auditorsâ report are self-explanatory and do not call for further comments.
- Secretarial auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s VLA & Associates, Company Secretaries, as secretarial auditors to conduct the secretarial audit of the Company for the financial year ended 31st March, 2019.
The secretarial audit report for the financial year 31st March, 2018 in form MR-3 is attached as âAnnexure-Dâ to this report.
Secretarial auditorsâ report
The report of secretarial auditors is forming part of this report and does not contain any qualification(s), reservation(s) or adverse remark(s).
- Cost auditors
The Board of Directors, on recommendation of the Audit Committee, appointed M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) as cost auditors to audit the cost accounts of the Company for the financial year 2018-19 in terms of the provisions of Section 148 of the Companies Act, 2013. The remuneration payable to the cost auditors is required to be ratified by the shareholders at the AGM. Accordingly, resolution ratifying the remuneration payable to M/s Rakesh Singh & Co., Cost Accountants, (Registration No. 000247) forms a part of the notice dated 21st May, 2018 convening the 23rd AGM.
The Company had filed the cost audit report for financial year 2016-17 on 7th September, 2017, in compliance under the Companies (Cost Records and Audit) Amendment Rules, 2014.
Corporate social responsibility
Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for the society at large. The Company has a well-defined Policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Companies Act, 2013.
During the year under review, your Company has carried out activities primarily related to promoting education, ensuring environmental sustainability, preventive healthcare and vocational training.
CSR report, pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, annexed as âAnnexure-Eâ to this report.
Risk management policy
The Company has established risk management framework that enables regular and active monitoring business activities for identification, assessment and mitigation of potential internal or external risks. The respective functional / business unit head(s) are entrusted with the responsibility of identifying, mitigating and monitoring of risk management. Risk management forms an integral part of the management and is an ongoing process integrated with the operations.
The Companyâs risk management processes focuses on ensuring that these risks are identified promptly, mitigation action plan identified and executed timely.
There are no risks which in the opinion of the Board, threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the management discussion and analysis report which forms a part of this annual report.
Policy on sexual harassment of women at workplace
Your Company has in place a policy on prevention of sexual harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. As per the said policy, an Internal Complaints Committee is also in place to redress complaints received regarding sexual harassment.
The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees), as well as, any women visiting the Companyâs office premises or women service providers are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.
During the financial year under review the Company has not received any complaint on sexual harassments. The Company has also organized workshops and awareness programs against sexual harassment.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future
No significant and material orders have been passed during the year under review by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Details on internal financial controls related to financial statements
Your Company has a robust and well embedded system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and all financial transactions are authorized, recorded and reported correctly.
The internal auditors evaluates the efficacy and adequacy of the internal control system, its compliance with operating systems and policies of the Company at all the locations of the Company. Based on the report of internal audit function, the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions, thereon, are presented to the Audit Committee.
The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size and complexity of its operations.
This also identifies opportunities for improvement and ensure good practices imbibed in the processes that develop and strengthen the internal financial control systems and enhance the reliability of Companyâs financial statements.
The Audit Committee reviews the internal audit plan, adequacy and effectiveness of the internal control system. Your Company has adopted Ind AS for the accounting period beginning on 1st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
Whistle blower policy
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated whistle blower policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The whistle blower policy / vigil mechanism provides a mechanism for the Director / employee to report, without fear of victimization, any unethical behavior, suspected or actual fraud, violation of the code of conduct of the Company, etc. which are detrimental to the organizationâs interest and reputation. The mechanism protects whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice.
The Directors and employees in appropriate or exceptional cases have direct access to the Chairman of the Audit Committee. The said policy is placed on the Companyâs website at www.ppapco.in.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
During the year under review, your Company has been accorded the recognition from The Department of Scientific and Industrial Research (DSIR), Ministry of Science and Technology for its âIn house research and development unitâ for the plant of the Company situated at B-206A, Sector-81, Phase-II, Noida-201305, Uttar Pradesh.
The information as required under Section 134(3)(m) of the the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, annexed as âAnnexure-Fâ to this report.
Acknowledgements
Your Directors wish to convey their appreciation to all the employees for their exemplary commitment, hard work and collective contribution to the Companyâs performance. Your Directors also express their sincere gratitude to technology partners for sharing know how, continued support and confidence reposed in the Company.
Your Directors also thank all the business associates, banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.
For and on behalf of the Board of Directors
Place: Noida Ajay Kumar Jain Abhishek Jain
Date : 21st May, 2018 Chairman & CEO &
Managing Director Managing Director
DIN: 00148839 DIN: 00137651
Mar 31, 2015
Dear Members,
PPAP Automotive Limited
The Directors have pleasure in presenting the Twentieth Annual Report
together with the audited financial statements for the year ended 31st
March, 2015.
Financial highlights Rs. in crores
Particulars For the year ended
31-Mar-15 31-Mar-14
Total Revenue 322.64 255.11
Earnings before interest, tax,
depreciation and amortization expense 44.50 36.27
(EBITDA)
Less: interest 7.12 3.04
Depreciation & amortization 21.53 19.74
Profit / (loss) before extraordinary
items and tax 15.83 13.48
Less: extraordinary items 0 5.46
Profit / (loss) before tax (PBT) 15.83 8.02
Less: Tax expenses
Current tax 2.78 3.31
Deferred tax 1.02 (0.75)
Profit / (loss) for the period (PAT) 12.02 5.45
Add : profit brought forward from previous
year 95.28 89.82
Total available profits 107.3 95.28
Less: Transferred to reserves 1.20 -
Dividend amount including dividend
distribution tax 1.67 -
Profits carried forward to the following
year 104.43 95.28
Business Operations
Revenue from operations (net of excise) of your Company has increased
to Rs. 318.50 crores as against Rs. 246.75 crores in the previous year,
registering a growth of 29.07%.
The profit after tax of your Company registered a growth of 120.14% .
During the year under review, the Company was able to improve its
profit after tax margin from 2.1% to 3.78% of sales. The growth in
profit is due to the management's continuous focus on improving the
overall efficiencies of each operation of the Company. The initiatives
taken have resulted in improving the operating margins. Due to
continued focus on optimizing the capital expenditure, the results are
showing an improvement trend due to increase in utilization of assets.
During the year under review, the Company successfully commenced
commercial production at the new plant established in Pathredi region
in Rajasthan. The Company will be able to provide cost effective
products to its customers in Bhiwadi (Rajasthan), Neemrana (Rajasthan)
and Manesar (Haryana) areas. Your Company continuously engages with the
technology partners to offer latest technology to the customers as well
as improving the skills and knowledge of its employees.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 1 per equity
share of Rs. 10/- each for the financial year ended 31st March, 2015. The
payment of dividend is subject to the approval of shareholders at the
ensuing Annual General Meeting of the Company. The total outgo on
account of equity dividend amounts to Rs. 1.68 crores including dividend
distribution tax of Rs. 0.28 crores.
Transfer to Reserves
Your Company has transferred Rs. 1.20 crores to the General Reserve from
the accumulated profits.
Deposits
During the year under review, your Company has not accepted any
deposits within the meaning of provisions of Chapter V (Acceptance of
Deposits by Companies of the Companies Act, 2013) read with the
Companies (Acceptance of Deposits) Rules, 2014.
Technical Collaboration
The Company has technical collaborations with Tokai Kogyo Co. Limited,
Japan and Nissen Chemitec Corporation, Japan and is receiving the
requisite support, as per the needs of the business.
Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan,
extend their continuous support in terms of new product development,
innovations, latest technology, etc. as per the needs of your Company.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read
with the Companies (Management and Administration) Rules, 2014, is
annexed herewith as "Annexure- A" to this Report.
Number of Board Meetings
The Board met four times during the financial year, the details of
which are given in the Corporate Governance Report.
Directors and Key Managerial Personnel
During the financial year 2014-15, Mr. Ashok Kumar Jain was appointed
as Additional / Independent Director of your Company with effect from
27th May, 2014. Subsequently, he was appointed as an Independent
Director by the shareholders at the 19th Annual General Meeting of the
Company held on 27th September, 2014, on non-rotational basis to hold
office up to 5 (five) consecutive years till 26th May, 2019.
Mr. Bhuwan Kumar Chaturvedi, was appointed as Additional / Independent
Director with effect from 26th December, 2013. Subsequently, he was
appointed as an Independent Director by the shareholders of the Company
at the Annual General Meeting held on 27th September, 2014, on
non-rotational basis to hold office up to 5 (five) consecutive years
till 25th December, 2018.
Ms. Vinay Kumari Jain, was appointed as Additional / Non-Executive
Director of your Company with effect from 26th December, 2013.
Subsequently, she was appointed as a Non-Executive Director by the
shareholders of the Company at 19th Annual General Meeting held on 27th
September, 2014 on rotational basis.
Further, in compliance with the provisions of Sections 149, 152,
Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr. Pravin Kumar Gupta was appointed as
Independent Director on the Board of your Company at the 19th Annual
General Meeting held on 27th September, 2014 on non-rotational basis to
hold office up to 5 (five) consecutive years till 31st March, 2019.
Mr. Abhishek Jain retires by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting.
Mr. Ajay Kumar Jain, Chairman & Managing Director, with effect from 1st
November, 2015 and Mr. Abhishek Jain, Whole Time Director (who is
liable to retire by rotation), with effect from 3rd June, 2015 are to
be re-appointed at the ensuing Annual General Meeting for the tenure of
three years.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors
confirm :
i. that in the preparation of annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 at 31st March, 2015 and of the profit and
loss of the Company for the financial year ended 31st March, 2015;
iii. that the proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the annual accounts for the financial year ended 31st March,
2015 have been prepared on a 'going concern basis';
v. that the internal financial controls are adequate and are operating
effectively; and
vi. that proper systems to ensure compliance with the provisions of all
applicable laws are adequate and operating effectively.
Evaluation of the Board's performance / effectiveness
In terms of provisions of the Companies Act, 2013 read with Rules
issued thereunder and Clause 49 of the Listing Agreement, the Board of
Directors have evaluated the effectiveness of the Board. Accordingly,
the performance evaluation of the Board, each Director and the
Committees was carried out for the financial year ended 31st March,
2015. The evaluation of the Directors was based on various aspects
which, inter alia, included the level of participation in the Board
Meetings, understanding of their roles and responsibilities, business
of the Company along with the environment and effectiveness of their
contribution. The Board subsequently evaluated its own performance, the
working of all Board Committees and Independent Directors (without
participation of the relevant Director).
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Independent Directors at their meeting, without
the participation of the Non-Independent Directors and Management,
considered / evaluated the Boards' performance, performance of the
Chairman and other Non-Independent Directors.
Nomination and Remuneration Policy
In accordance with the Section 178 and other applicable provisions, if
any, of the Companies Act, 2013 read with the rules thereunder and
Clause 49 of the Listing Agreement, the Board of Directors formulated
the Nomination and Remuneration Policy on the recommendation of the
Nomination and Remuneration Committee of the Company.
In accordance with the Nomination and Remuneration Policy, the
Nomination and Remuneration Committee has, inter alia, the following
responsibilities:
1. Ensuring appropriate induction & training program: The Committee
shall ensure that there is an appropriate induction & training program
in place for new Directors, KMPs and members of Senior Management and
review its effectiveness;
2. Formulate the criteria for appointment as a Director: The Committee
shall formulate criteria and review them on an ongoing basis for
determining qualifications, skills, experience, expertise, qualities,
positive attributes required to be a Director of the Company.
3. Identify persons who are qualified to be Directors / Independent
Directors / KMPs / SMPs: The Committee shall identify persons, who are
qualified to become Directors / Independent Directors / KMPs / SMPs and
who satisfy the criteria laid down under the provisions of the
Companies Act, 2013, rules made thereunder, Listing Agreement or any
other enactment, for the time being in force.
4. Nominate candidates for Directorships subject to the approval of
Board: The Committee shall recommend to the Board the appointment of
potential candidates as Non-Executive Director or Independent Director
or Executive Director, as the case may be.
5. Evaluate the performance of the Board: The Committee shall determine
a process for evaluating the performance of every Director, Committees
of the Board and the Board, on an annual basis.
6. Remuneration of Managing Director / Directors: The Committee shall
ensure that the tenure of Executive Directors and their compensation
packages are in accordance with applicable laws, in line with the
Company's objectives, shareholders' interests and comparable with
industry standards.
7. Review performance and compensation of Non-Executive Independent
Directors: The Committee shall review the performance of the
Non-Executive Independent Directors of the Company. The Committee shall
ensure that the Non-Executive Independent Director(s) may receive
remuneration by way of sitting fees for attending the meetings of Board
or Committee(s), thereof provided that the amount of such fees shall be
subject to ceiling / limits as provided under Companies Act, 2013 and
rules made thereunder or any other enactment, for the time being in
force.
8. Review performance and compensation of KMPs / SMPs etc.: The
Committee shall ensure that the remuneration to be paid to KMPs / SMPs
shall be based on the experience, qualifications and expertise of the
personnel and governed by the limits, if any, prescribed under the
Companies Act, 2013 and rules made thereunder or any other enactment,
for the time being in force.
9. Directors' and Officers' Insurance: The Committee shall ensure
that where any insurance is taken by the Company on behalf of its
Directors, KMPs / SMPs either for indemnifying them against any
liability or any other matter as may be deemed fit, the premium paid on
such insurance, shall not be treated as part of the remuneration
payable, to any such personnel.
Disclosure relating to remuneration of Directors, Key Managerial
Personnel and particulars of employees
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as "Annexure-B" to this Report.
Names of companies which have ceased / become subsidiaries / joint
ventures / associate companies during the year
i) Associate Companies
During the financial year 2014-15, PPAP Automotive Chennai Private
Limited and PPAP Automotive Technology Private Limited became wholly
owned subsidiaries of your Company and cease to be the subsidiaries by
31st March, 2015. Both the above mentioned companies ceased to be the
subsidiaries of your Company during the year. Currently, your Company
holds 40% stake in the equity share capital in both of the mentioned
companies.
ii) Joint Venture
PPAP Tokai India Rubber Private Limited (JV) is a joint venture between
your Company and Tokai Kogyo Co. Ltd., Japan. The JV company utilizes
the Rubber (Metal and Non-Metal) and thermoplastic vulcanized (TPV)
extrusion technology for manufacturing Automotive sealing systems. Your
Company has invested Rs. 13 crores in JV Company during the financial
year 2014-15.
The JV company's esteemed customers includes Maruti Suzuki India
Limited, Honda Cars India Limited and Toyota Kirloskar Motor Private
Limited. JV company also exports to TOACS (Thailand) Co. Limited.
Corporate Governance
As per Clause 49 of the Listing Agreement with the stock exchanges, a
separate section on corporate governance practices is annexed herewith
as "Annexure-C", followed by the Company, together with a
certificate from the Practising Company Secretary confirming
compliance, forms an integral part of this Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms an integral part of
this Report is annexed herewith as "Annexure-D" and gives details
of the overall industry structure, developments, performance and state
of affairs of the Company's business, internal controls and their
adequacy.
Material changes and commitments affecting the financial position of
the Company which have occurred between 31st March, 2015 and 26th May,
2015 (date of the Report)
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (31st March,
2015) and the date of the Report (26th May, 2015).
Particulars of loans, guarantees or investments
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014 are as follows:
A) Details of investments made by the Company as on 31st March, 2015
Investment in Equity Shares
B) There are no loans given and guarantees issued by your Company in
accordance with Section 186 of the Companies Act, 2013 read with the
Rules issued thereunder.
Related Party Transactions
During the financial year 2014-15, your Company has entered into
transactions with related parties as defined under Section 2(76) of the
Companies Act, 2013 read with Companies (specification of definitions
details) Rules, 2014, which were in the ordinary course of business and
are on arms' length basis and in accordance with the provisions of
the Companies Act, 2013, rules issued thereunder and Clause 49 of the
Listing Agreement. During the financial year 2014-15, there were no
transactions with related parties which qualify as material
transactions under the Listing Agreement. All Related Party
Transactions are placed before the Audit Committee for approval.
The details of the related party transactions as required under
Accounting Standard-18 are set out in note no. 31B to the financial
statements forming part of this report.
The Form AOC- 2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is
annexed herewith as "Annexure- E" to this Report.
Auditors
Statutory Auditors
The Members at the 19th Annual General Meeting of the Company held on
27th September, 2014 have approved the appointment of M/s. O.P. Bagla &
Co. (Firm Registration No. 000018N), Chartered Accountants, New Delhi,
as statutory auditors for a period of four years commencing from the
nineteenth Annual General Meeting till the conclusion of the twenty
third Annual General Meeting, subject to ratification by the Members of
the Company at every Annual General Meeting.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the statutory auditors shall be placed for
ratification by the shareholders at every Annual General Meeting.
Accordingly, the appointment of M/s. O. P. Bagla & Co., Chartered
Accountants, New Delhi, as statutory auditors of the Company, will be
placed for ratification by the shareholders at the ensuing Annual
General Meeting. In this regard, the Company has received a certificate
from the statutory auditors to the effect that if their appointment is
ratified by the members of the Company, it would be in accordance with
the provisions of Section 141 of the Companies Act, 2013.
The Auditors' Report for the financial year 2014-15 does not contain
any qualification, reservation or adverse remarks.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. VLA &
Associates, Company Secretaries, to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Auditors is annexed herewith
as "Annexure-F" to this Report.
The Secretarial Auditors' Report for the financial year 2014-15 does
not contain any qualification, reservation or adverse remarks.
Cost Auditors
The Board had appointed M/s. Chittora & Co., Cost Accountants for the
financial year 2014-15 to carry out the cost audit of Company's
records. However, pursuant to a clarification provided by the Ministry
of Corporate Affairs, the cost audit for the financial year 2014-15 was
not applicable to the Company and hence for the financial year 2014-15,
cost audit was not conducted.
As per Section 148 and other applicable provisions, if any, of the
Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014, the Board of Directors of your Company has appointed M/s.
Chittora & Co., Cost Accountants, as the Cost Auditors for the
financial year 2015-16 on the recommendations made by the Audit
Committee. The remuneration proposed to be paid to the Cost Auditors,
subject to the ratification by the members at the ensuing Annual
General Meeting, would be Rs. 125,000 (Rupees one lakh twenty five
thousand only) excluding taxes and out of pocket expenses, if any.
Your Company has received consent from M/s. Chittora & Co., Cost
Accountants, to act as the Cost Auditors of your Company for the
financial year 2015-16 along with a certificate confirming their
independence.
Corporate Social Responsibility
The Board of Directors at its meeting held on 13th November, 2014
approved the Corporate Social Responsibility (CSR) Policy for your
Company pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, on the recommendations of the CSR Committee. The CSR
Policy outlines the CSR vision of your Company which is based on
embedded tenets of trust, fairness and care.
The initiatives undertaken by your Company during the financial year
2014-15 in CSR have been detailed in this Annual Report. The CSR
activities in accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, is annexed herewith as
"Annexure-G" to this Report.
Risk Management Policy
Risk is an integral part of the business and Company is committed to
managing the risks in a proactive and efficient manner. Your Company
periodically assesses risks in the internal and external environment
along with the cost of treating risks and incorporates risk treatment
plans in its strategy, business and operational plans.
During the financial year 2014-15, the Board of Directors of your
Company has approved the Risk Management Policy.
The details of Risk Management as practiced by the Company are provided
as part of Management Discussion and Analysis Report attached as
"Annexure-D" to this Report.
Details of Significant and Material Orders passed by the Regulators
During the financial year 2014-15, no significant and material orders
passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.
Details on Internal Financial Controls related to Financial Statements
Your Company has put in place adequate internal financial controls with
reference to the financial statements.
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014. These policies are in
accordance with generally accepted accounting principles in India.
Changes in policies, if any, are approved by the Audit Committee in
consultation with the Auditors.
Your Company, in preparing its financial statements makes judgements
and estimates. The Management periodically reviews the financial
performance of your Company against the approved plans across various
parameters and takes necessary action, wherever necessary.
Your Company has laid down Code of Conduct applicable to all its
employees along with a Whistle Blower Policy. Any non-compliance
noticed, is to be reported and action taken in line with the Whistle
Blower Policy.
Vigil Mechanism / Whistle Blower Policy
Your Company has adopted a Whistle Blower Policy pursuant to which
employees of the Company can raise their concerns relating to fraud,
malpractice or any other activity or event which is against the
interest of the Company or society, as a whole. The details of
complaints received and the action taken are reviewed by the Chairman
of the Company or Chairman of the Audit Committee, in exceptional
circumstances.
The functioning of the Whistle Blower Mechanism is reviewed by the
Audit Committee from time to time.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption,
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed herewith as "Annexure-H".
Appreciation
Your Directors place on record their sincere appreciation to all
employees of the Company for their hard work, unstinted commitment and
continued value addition to the Company.
Your Directors wish to express their appreciation for the continued and
the valuable cooperation received from the technical collaborators viz.
Tokai Kogyo Co. Limited, Japan and Nissen Chemitec Corporation, Japan.
Your Directors sincerely convey their appreciation to customers,
shareholders, vendors, bankers, business associates, regulatory and
government authorities for their continued support.
For and on behalf of the Board of Directors
Ajay Kumar Jain Abhishek Jain
Place : Noida Chairman & Managing Director Whole Time Director
Date : 26th May, 2015 DIN: 00148839 DIN: 00137651
Mar 31, 2014
Dear Members,
The Directors are pleased to present their Nineteenth Annual Report
together with the Audited Statement of Accounts for the Financial Year
ended March 31, 2014.
FINANCIAL HIGHLIGHTS
We are delighted to present the highlights of the Financial Results
of your Company for the year ended March 31, 2014.
Rs. in lakhs
Particulars For the year ended
31-Mar-14 31-Mar-13
Total Revenue 25,525.02 21,959.12
Earnings before Interest, Tax,
Depreciation and amortization
expense 3,627.01 1,974.61
Less: Interest 304.04 114.18
Depreciation & Amortization 1,974.76 1,811.13
Profit/(Loss) before exceptional
and extra-ordinary items and Tax 1,348.21 49.30
Add: Exceptional items - 8.66
Profit/ (Loss) before
Extraordinary items and tax (PBT) 1,348.21 57.96
Less: Extraordinary items 546.06 -
Profit/ (Loss) before tax (PBT) 802.15 57.96
Add/ (Less): Tax Expenses
Current Tax (331.39) 7.28
Deferred Tax 75.11 88.75
Profit/(Loss) for the period 545.87 153.99
Add : Profit brought forward
from previous year 8,982.63 8,828.64
Balance available for appropriation 9,528.50 8,982.63
BUSINESS OPERATIONS
The Total Sales (net of excise) of your Company for FY 2013-14 stood at
Rs. 24,675.69 lakhs as against Rs. 21,542.83 lakhs in the previous year
showing an increase of 14.54%.
Profit after tax increased by 254.48% from Rs. 153.99 lakhs in 2012-13
to Rs. 545.87 in FY 2013-14.
During the year under review, the management has taken several measures
to improve the operational efficiency and to reduce the costs.
Your Company is in the expansion mode and has started the commercial
production at its new manufacturing facility at Pathredi (Rajasathan)
in the month of May 2014. The Company has also increased the production
volume at its existing manufacturing facility at Chennai.
The Company has during the year under review, introduced new
technologies viz. SUS type Extrusion (Bright Stainless Steel type),
Slide Rail (exclusive Extrusion process) and Rotary Stretch Bending, to
meet the demands of its customers for the passenger car segments.The
Company, continuously focuses on acquiring the latest technologies.It
has received further orders for Injection Molding parts for latest
models of Maruti Suzuki India Limited, the production of which shall
start in FY 2015-16 from the Pathredi plant.
The Company through its Joint Venture, utilises the Rubber (Metal and
Non-Metal) and TPO (Glass Run Channel) Extrusion technology for making
the Automotive Sealing Extruded Parts. Now, the Company has all the
technologies to cater the complete demand of our customer for the
Sealing System parts.
TRANSFER OF "WHITE GOODS BUSINESS DIVISION" AND "MAINLINE POWER
DISTRIBUTION SYSTEM BUSINESS DIVISION"
During the Financial Year 2013-14, the Company has transferred its
White Goods Business Division" and "Mainline Power Distribution System
Business Division" as a going concern on slump sale basis to its
related entities, ''Ajay Poly Private Limited'' and ''Seiki Auto India
Private Limited'' respectively.
CHANGE OF REGISTERED OFFICE
The Registered Office of your Company has been shifted from ''4561,
Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial
Estate, Phase III, New Delhi-110020''with effect from May 8, 2013.
CHANGE OF CORPORATE OFFICE
The Corporate Office of your Company has been shifted from Company from
''B-II/29, Mohan Co-operatives Industrial Estate Badarpur, New Delhi to
''B-206A, Sector - 81, Phase - II, Noida - 201305'' with effect from May
8, 2013.
CHANGE OF NAME OF THE COMPANY
The name of the Company has been changed from ''Precision Pipes and
Profiles Company Limited'' to ''PPAP Automotive Limited'' with effect from
May 16, 2014, subsequent to the Members approval vide Special
Resolution passed through Postal Ballot on April 3, 2014 and
consequently upon receipt of approval from Ministry of Corporate
Affairs.
SUBSIDIARIES
The Company has no subsidiary as on March 31, 2014.
TECHNICAL COLLABORATION
The Technical Collaboration with Tokai Kogyo Co. Limited, Japan and
Nissen Chemitec Corporation, Japan, continues to be active and the
Company is receiving the requisite support, whenever required.
JOINT VENTURE COMPANY
The Joint Venture Company, PPAP Tokai India Rubber Private Limited, has
started its operations in the Financial Year 2013-14 and started
supplying automotive parts to Maruti Suzuki India Limited and Honda
Cars India Limited to meet the demand for the passenger cars. The JV
Company also exports to Thailand.
DIVIDEND
With a view to conserve the resources for future business requirements
and expansion plans, your Directors are of view that the current year''s
profit be ploughed back into the operations and hence no dividend is
recommended for the year under review.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
any Fixed Deposits from the Public pursuant to the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
Mr. Ajay Kumar Jain and Mr. Abhishek Jain, in the past, were
non-retiring Directors. However, in terms of the provisions of the
Companies Act, 2013, the Board in its meeting held on August 14, 2014
categorized them as Directors liable to retire by rotation. Thus,Mr.
Ajay Kumar Jain retires from the Board by rotation this year and being
eligible, offers himself for re-appointment.
As per the provisions of the Companies Act, 2013, Independent Directors
shall not be liable to retire by rotation. Accordingly,Mr. Pravin
Kumar Gupta, who was earlier appointed by the Members as an Independent
Director of the Company liable to retire by rotation, is proposed to be
reappointed at the ensuing Annual General Meeting as an Independent
Director not liable to retire by rotation for a period upto March 31,
2019. Your Board recommends the said appointment.
The Board of Directors of the Company co-opted Mr. Bhuwan Kumar
Chaturvedi and Mr. Ashok Kumar Jain, as Additional Directors of the
Company with effect from December 26, 2013 and May 27, 2014
respectively, in the category of Non-Executive Independent Directors
and Ms. Vinay Kumari Jain, in the category of Non-Executive Director
with effect from December 26, 2013, pursuant to Section 149, 161 of the
Companies Act, 2013 read with the Articles of Association of the
Company.
Mr. Bhuwan Kumar Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar
Jain, hold the office of Director, as Additional Directors, until the
date of the ensuing Annual General Meeting of the Company and are
eligible for appointment as the Directors. Keeping in view their
experience and expertise, the Board considers it desirable that the
Company should continue to avail the services of Mr. Bhuwan Kumar
Chaturvedi, Ms. Vinay Kumari Jain and Mr. Ashok Kumar Jain, as their
presence as Director on the Board would be of immense benefit to the
Company. The Resolutions proposing their appointment will be placed
before the Shareholders for their approval at the ensuing Annual
General Meeting of the company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Mr. Sharat Chand Jain, Mr. Rajeev Jain, Mr. Anuj Jain have resigned
from the Directorship of the Company with effect from April 29, 2013,
Mr. Ashok Kumar Aggarwal with effect from November 20, 2013, Mr.
Devendra Chandra Jain, with effect from December 30, 2013 and Mr.
Manmohan Singh Kapur with effect from February 13, 2014. The Board of
Directors placed on record their appreciation for the valuable services
and guidance provided by them, during their tenure as Directors of the
Company.
Brief resume/details of the Directors, who are to be appointed or
re-appointed as mentioned herein above have been furnished in the
Corporate Governance Report, forming part of the Annual Report. The
Board recommends their appointment or re- appointment at the ensuing
Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Companies Act, 2013 notified Section 135 of the Act concerning
Corporate Social Responsibility alongwith the Rules made thereunder and
revised Schedule VII to the Act on 27 February 2014 to come into effect
from 1 April 2014.
The Company being covered under the provisions of the said section, has
taken necessary initial steps in this regard. A Committee of the
Directors, titled ''Corporate Social Responsibility Committee'', has been
formed by the Board in its meeting held on 27 May 2014, consisting of
the following Directors:
1. Mr. Ashok Kumar Jain, Chairman
2. Ms. Vinay Kumari Jain
3. Mr. Abhishek Jain
The said section being enacted with effect from 1 April 2014, necessary
details as prescribed under the said section shall be presented to the
members in the Annual Report for the year 2014-15.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i. that in the preparation of Annual Accounts for the Financial Year
ended March 31, 2014, the applicable Accounting Stan- dards have been
followed;
ii. that appropriate accounting policies have been selected and
applied consistently and judgments and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2014 and of the profit
of the Company for the Financial Year ended March 31, 2014;
iii. that the proper and sufficient care has been taken for the
maintenance of adequate accounting records, in accordance with
the provisions of the Companies Act, 1956 for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Annual Accounts for the Financial Year ended March 31,
2014 have been prepared on a going concern basis. MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
A report on Management Discussion and Analysis is appended as Annexure
to this report as per the requirements of Listing Agreement with Stock
Exchanges.
CORPORATE GOVERNANCE
The Company has been making every effort to improve governance and
transparency in the conduct of the business. Your Company is committed
to good Corporate Governance coupled with good corporate practices.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a report on Corporate Governance is annexed as a separate
section and forms part of this Annual Report.
AUDITORS
M/s. O.P. Bagla & Co. (Firm Registration No. 000018N), Chartered
Accountants, the statutory auditors of the Company, will retire at the
conclusion of the ensuing Annual General Meeting and are eligible to
hold office for a period of four years, upto 2018, pursuant to the
provisions of Sections 139, 142 and other applicable provisions, if
any, of the Companies Act, 2013, subject to the approval of the Members
and thereafter, ratification by the Members annually.
The members are requested to appoint M/s. O.P. Bagla & Co. (Firm
Registration No. 000018N), Chartered Accountants, as auditors for four
years from the conclusion of the ensuing Annual General Meeting till
the conclusion of the 23rd Annual General Meeting, in 2018.
The Notes on the Financial Statements referred to in the Auditors''
Report are self-explanatory and do not call for any further comments.
LISTING
The shares of the Company are presently listed on National Stock
Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited
("BSE").
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO Energy Conservation
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development as per Form B are
given in Annexure ''A'' annexed herewith, which forms a part of this
Directors'' Report.
PARTICULARS OF EMPLOYEES
None of the employee of the Company is in receipt of the salary
exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/-
per month as specified by Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975 as
amended by Companies (Particulars of Employees) Rules, 2011.
ACKNOWLEDGEMENT
Your Directors wish to convey their appreciation to all the Company''s
employees for their enormous efforts, as well as, their collective
contribution to the Company''s performance.
Your Directors acknowledge with gratitude the co-operation and
continuous support extended by the technical collaborators viz. Tokai
Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.
Your Directors also take this opportunity to convey their thanks to the
shareholders, suppliers and all other business associates for the
continuous support given by them to the Company and their confidence
reposed in the management.
For and on behalf of the Board of Directors
Place : Noida Ajay Kumar Jain Abhishek Jain
Date : 14.08.2014 Chairman & Managing Director Whole Time Director
Mar 31, 2013
Dear Members,
Precision Pipes and Profiles Company Limited
The Directors are pleased to present their Eighteenth Annual Report
together with the Audited Statement of Accounts for the Financial Year
ended March 31, 2013.
Financial Highlights
We are delighted to present the highlights of Financial Results of your
Company for the year ended 31st March, 2013.
Rs. In lakhs
Particulars For the year ended
31-Mar-13 31-Mar-12
Revenue from operations 21,959.12 18,740.81
Profit Before Depreciation and
amortization expense 1,860.43 3,285.70
Less: Depreciation & Amortization 1,811.13 1,807.82
Profit/(Loss) before exceptional and
extra-ordinary items and Tax 49.30 1,477.88
Exceptional items 8.66 66.91
Profit/ (Loss) before tax (PBT) 57.96 1,544.79
Les: Tax Expenses
Current Tax (7.28) 536.13
Deferred Tax (88.75) (279.98)
Profit/(Loss) for the period 153.99 1,288.64
Add : Profit brought forward from
previous year 8,828.64 7,540.00
Profits carried forward to the
following year 8,982.63 8,828.64
Business Operations
PPAP is the principal manufacturer of automotive Body Sealing, Exterior
& Interior parts. PPAP is also engaged in the business of manufacturing
of profiles for White Goods Industry and Mainline Power Distribution
System.
The Company''s esteemed customers include Maruti Suzuki India Limited,
Honda Cars India Limited, General Motors (India) Limited, Toyota
Kirloskar Motors, Renault Nissan Automotive India Private Limited, Tata
Motors Limited, Ford India Private Limited, Mahindra and Mahindra
Limited and International Cars and Motors Limited along with their Tier
1 suppliers. Your company has a technical collaboration with Tokai
Kogyo Co. Ltd, Japan and Nissen Chemitec Corporation, Japan to develop
automotive products. In the White Goods Industry, your Company develops
customized profiles for Godrej, Voltas, Videocon and Carrier
Refrigerators.
Your Company has achieved Total Sales (net of excise) of Rs. 21542.83
lakhs in the Financial Year ended March 31, 2013 as against Rs.
18464.34 lakhs in the previous year. Profit after tax for 2012-13 is
Rs. 153.99 lakhs as compared to Rs. 1288.64 lakhs in 2011-12.
Market Scenario
Thetotal car sales for the Indian Automotive Industry stood at
26,86,429 units in FY 2012-13 compared to 26,18,072 units FY 2011-12
[source: The Society of Indian Automobile Manufacturers (SIAM)].
In the last fiscal, the strike at Manesar plant of Maruti Suzuki India
Ltd. (MSIL) and labour unrest at Argentum, Greater Noida of PAN India
Motors Limited, resulted in reduction of customer orders.
In September 2012, car sales faced the second largest downslide at 5.36
percent after the 22.39 percent dip witnessed in FY 2001-02 [source:
SIAM].The car industry is experiencing sluggish sales due to high
interest rates, inflation, rising fuel prices and volatility in
exchange rates.
Passenger car sales in India are forecast to grow at a rate of 3-5 per
cent in the ongoing fiscal on expectations of an improvement in overall
macro-economic conditions, despite witnessing a fall of 6.69 per cent
during FY 2012-13. [source: SIAM]
Dividend
Your Company is focusing on enhancing its product portfolio and
therefore your Company has decided to plough back the profits to
realize the expansion plans in order to cater to the new business.
Therefore, your company has not recommended any dividend for the
Financial Year ended March 31, 2013.
Transfer to Reserves
Your Company has not made any transfer to the Reserves during the
Financial Year 2012-13.
Transfer of ''White Goods Business Division'' and ''Mainline Power
Distribution System Business Division''
Subsequent to the year end, the Shareholders of the Company by way of
Postal Ballot have given their approval under Section 293(1)(a) of the
Companies Act, 1956 for transfer of the Company''s ''White Goods
Business Division'' and ''Mainline Power Distribution System Business
Division'' as a going concern on slump sale basis, effective on such
date as the Board deems fit for the Company, to ''Ajay Poly Private
Limited'' and ''Seiki Auto India Private Limited'' respectively.
Fixed Deposits
During the year under review, your Company has not invited or accepted
any Fixed Deposits from the Public pursuant to the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
Change of Registered Office
The Registered Office of your Company has been shifted from ''4561,
Deputy Ganj, Sadar Bazar, Delhi - 110006'' to ''54 Okhla Industrial
Estate, Phase III, New Delhi-110020'' with effect from May 8, 2013.
Changeof CorporateOffice
The Corporate Office of your Company has been shifted from ''B-II/29,
Mohan Co-operatives Industrial Estate Badarpur, New Delhi to ''B-206A,
Sector - 81, Phase-II, Noida - 201305'' with effect from May 8, 2013.
Joint Venture
In line with the focus of your company to continuously develop new
products, your company has entered into an equal partnership with Tokai
Kogyo Co. Ltd. The name of the new company is "PPAP Tokai India
Rubber Private Limited". It is 50:50 JV company with your company''s
technical collaborators "Tokai Kogyo Co. Ltd., Japan", with whom
your company has a relationship for more than 25 years. The Company
will manufacture Rubber Extrusion Products and TPO Glass Run Channel.
Directors
In terms of the provisions of the Companies Act, 1956 & the Articles of
Association of the Company, Mr. Devendra Chandra Jain, Director of the
Company shall retire by rotation at the forthcoming Annual General
Meeting of the Company and being eligible, offer himself for
re-appointment.
Mr. Pravin Kumar Gupta was appointed as an Additional Director of the
Company with effect from May 8, 2013. In accordance with the provisions
of the Companies Act, 1956, Mr. Pravin Kumar Gupta, in his capacity as
an Additional Director holds office up to the date of the forthcoming
Annual General Meeting. The Company has received notice from a member
of the Company under section 257 of the Companies Act, 1956, proposing
the candidature of Mr. Pravin Kumar Gupta for the Directorship.
Mr. Ajay Kumar Jain, Managing Director of the Company was reappointed
for a further period of three years with effect from November 1, 2012.
The Board of Directors on the recommendation of the Remuneration
Committee approved reappointment of Mr. Ajay Kumar Jain, as the
Managing Director of the Company for a further period of three years
commencing from November 1, 2012 subject to the approval of
shareholders and such other approval as may be required.
Mr.Surender Kumar Tuteja, Mr. Brij Behari Tandon, Mr.Vinod Vaish and
Mr. Kaushal Kumar Mathur, Directors of the Company resigned from the
Board with effect from June 11, 2012, June 12, 2012, June 13, 2012 and
June 26, 2012 respectively. The Board of Directors placed on record
their appreciation for the valuable services and guidance provided by
them during their tenure as Directors of the Company.
Brief resume/details of the Directors, who are to be appointed or
re-appointed as mentioned herein above has been furnished alongwith the
Notice of the ensuing Annual General Meeting. The Board recommends
their appointment or re-appointment at the ensuing Annual General
Meeting.
Directors'' Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statement in terms of Section 217(2AA) of the Companies Act,
1956:
i. that in preparation of Annual Accounts for the financial year ended
March 31, 2013, the applicable Accounting Standards have been followed;
ii. that appropriate accounting policies have been selected and
applied consistently and judgments and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2013 and of the profit
of the Company for the financial year ended March 31, 2013;
iii. that the proper and sufficient care has been taken for the
maintenance of adequate accounting records, in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. that the Annual Accounts for the year ended March 31, 2013 have
been prepared on a going concern basis.
Management Discussion and Analysis Report
In terms of requirement of Clause 49 of the Listing Agreement with
Stock Exchanges,''Management Discussion and Analysis Report''is
annexed and forms part of this Annual Report.
Corporate Governance
Your Company is committed to benchmarking itself with global standards
for providing good Corporate Governance. The endeavor of the Company is
not only to comply with the regulatory requirements but also practice
good Corporate Governance that lays strong emphasis on integrity,
transparency and overall accountability.
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed report on Corporate Governance is annexed as a
separate section and forms part of this Annual Report.
Auditors
The term of M/s DharamTaneja Associates, Chartered Accountants, New
Delhi, as Statutory Auditors of the Company, expires at the conclusion
of the forthcoming Annual General Meeting of the Company. M/s.
DharamTaneja Associates have expressed their unwillingness for
reappointment as Statutory Auditors. The Board hereby record
appreciation for the services rendered by them during their tenure. The
Board on the recommendation of the Audit Committee has considered the
appointment of M/s O. P. Bagla & Co., Chartered Accountants, New Delhi
as a Statutory Auditors at the ensuing Annual General Meeting. The
Board recommends the appointment M/s O. P. Bagla & Co. Chartered
Accountants, New Delhi who have given their consent and a certificate
to the effect that their appointment, if made, will be within the
limits specified under Section 224 (1B) of the Companies Act, 1956.
Auditors'' Report
The observations of Auditors in their Report, read with the relevant
notes to the accounts are self explanatory and therefore do not require
further explanation.
Cost Auditors
The Board has appointed M/s Chittora& Co., Cost Accountants, as Cost
Auditor of the Company under Section 233B of the Companies Act, 1956
for the Financial Year 2013-14 for conducting the audit of the Cost
Records of the Company.
Listing
The shares of the Company are presently listed on National Stock
Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited
("BSE").
Energy Conservation, Technology Absorption and Research & Development
and Foreign Exchange Earnings and Outgo
Energy Conservation
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development as per Form B are
given in Annexure ''A'' annexed herewith, which forms a part of this
Directors'' Report.
Foreign Exchange Earnings and Outgo
Rs. in lakhs
Particulars For the year ended
31-Mar-13 31-Mar-12
Foreign Exchange Earning
(a) Export 70.32 218.32
Foreign Exchange Outgo
(a) Payment to Collaborators 1,150.14 200.83
(b) Directors/ Employees Visit abroad 55.13 37.32
(c) Raw Materials & Consumable Stores 7,803.11 5,878.12
(d) Machinery, Dies and Moulds 1,555.57 1,318.16
(e) Dividend - 4.50
(f) Interest on ECB 1.53 7.86
Environment
The Company is not involved in any type of operations hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollution. The Company adheres to the provisions of
environmental laws.
Particulars of Employees
None of the employee of the Company is in receipt of the salary
exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/-
per month as specified by Section 217(2A) of the Companies Act, 1956
read with the Companies ( Particulars of Employees ) Rules, 1975 as
amended by Companies ( Particulars of Employees ) Rules, 2011.
Acknowledgement
Your Directors wish to convey their appreciation to all the company''s
employees for their enormous efforts as well as their collective
contribution to the company''s performance.
Your Directors acknowledge with gratitude the co-operation and
continuous support extended by the technical collaborators viz. Tokai
Kogyo Co. Ltd., Japan, and Nissen Chemitec Corporation, Japan.
Your Directors also take this opportunity to convey their thanks to the
shareholders, suppliers and all other business associates for the
continuous support given by them to the Company and their confidence
reposed in the management.
For and on behalf of the Board of Directors
Place : Noida
Date : July 6, 2013 Ajay Kumar Jain Abhishek Jain
Managing Director Whole Time Director
Mar 31, 2012
The Directors are pleased to present the Seventeenth Annual Report
alongwith the Audited Accounts on the business and operations of the
Company for the financial year ended March 31,2012.
FINANCIAL HIGHLIGHTS
The Company performance during the year is summarized below:
Rs. in Lakhs
PARTICULARS Yearended Yearended
March 31,2012 March31,2011
REVENUE FROM OPERATIONS 18740.81 20704.87
EXPENSES 17262.93 16998.61
Profit/Loss before
exceptional and extra-ordinary
items and Tax 1477.88 3706.26
Exceptional items 66.91 0
Profit Before Tax 1544.79 3706.27
Less Tax expenses
(1) Current Tax 536.13 1149.67
(2) Deferred Tax (279.98) (160.07)
Profit Forthe Period 1288.64 2716.67
Add :Profitbroughtforward
fromprevious year 7540.00 5749.64
Profits carried forward to
the following year 8828.65 8466.31
DIVIDEND AND TRANSFERTO RESERVES
Keeping in view the aggressive growth strategy of the Company, the
Board of Directors of your Company have decided to plough back the
profits and thus not recommended any dividend for the financial year
under review. During the said year, no amount has been transferred to
General Reserve.
BUSINESS OPERATIONS
Your Company is engaged in the business of manufacturing automobile
sealing systems & exterior products, profiles for white goods industry
and mainline power distribution system. The product range includes
weather strips, trim door opening, windshield molding, roof molding,
quarter window seal, A-pillar garnish, B-pillar garnish, skirt air
damper, body side molding etc. Additionally, the Company manufactures
PVC based customized profiles for white goods and other industries and
power distribution system for various uses.
Client list of the Company includes Maruti Suzuki India Limited, Honda
SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar
Motors India Limited, Nissan Motors India (P) Limited and Tata Motors
Limited. Your Company has a technical collaboration with Tokai Kogyo
Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to
manufacture automobile products. In the white goods industry, your
company manufacture and supply customized profiles to Godrej, Voltas,
Videocon and Carrier Refrigerators.
Your Company has achieved Total Sales (net of excise) of Rs. 184.64
crores in the Financial Year ended 31st March, 2012 as against
Rs.203.78 crores in the previous year. Profit after tax for 2011 -12 is
Rs. 1288.64 lacs as compared to Rs. 2716.67 Lacs in 2010-11.
Highlights of performance are discussed in detail in the Management
Discussion and Analysis Report attached to this Report.
MARKET SCENARIO
Passenger Car sales in the Indian market during 2011 -12 had their
slowest growth in two years, of only 2.2 per cent. India's total car
sales stood at 20,16,115 units in 2011-12 compared to 19,72,845 units
in the previous fiscal year 2010-11. The car industry suffered due to
high interest rates, inflation and rising fuel prices in the last
fiscal, while strike at the Manesar plant of Maruti Suzuki India Ltd.
(MSIL) also
droppedsupplies, thus, affecting overall sales.
The Strike at MSIL's Manesar plant resulted in Production loss of
around 80,000 vehicals; followed by Honda plant shut down for almost 5
months due to Tsunami in Japan & Thai floods.
In spite of slowest growth in the past two years, India managed its
position as the fifth largest car producing nation in the world.
The Indian Automotive Industry has to face many challenges so as to
increase its Sales growth in double digits in the FY 2012-13. The
Country has to maintain Stable Economic environment, bring down high
Interest rates, Inflation, Rising Fuel prices, etc.
The Society of Indian Automobile Manufacturers (SIAM) projected
passenger car sales growth at 10-12 per cent in 2012-13, on better
macro economic prospects. The Industry is all set for the upcoming new
models/ facelifts from the major Car makers like Maruti Suzuki, Honda,
GMI, Renault Nissan, Mahindra & Mahindra, etc.
MATERIAL CHANGES
There is no material change affecting the affairs of the Company, which
has happened between the date of the Balance Sheet and up to the date
of this report.
FIXED DEPOSITS
During the year under review, your Company has not invited or accepted
any Fixed Deposits from the Public pursuant to the provisions of
Section 58Aof the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975.
AUDITORS
M/s. DharamTaneja Associates, Chartered Accountants, Statutory Auditors
of the Company, will retire at the ensuing Annual General Meeting and
are eligible for re-appointment. Your Directors have recommended the
reappointment of M/s. DharamTaneja Associates, Chartered Accountants as
Statutory Auditors of the Company.
The Audit Committee and your Board recommended their reappointment as
Statutory Auditors of the Company.
AUDITORS' REPORT
There are no adverse remarks in the Auditors' Report which need to be
discussed.
AUDIT COMMITTEE
During the Financial year under review the Audit Committee consists of
six members namely Mr.Kaushal Kumar Mathur, Mr.Brij Behari Tandon, Mr.
Ashok Agarwal, Mr. Surender Kumar Tuteja, Mr. S. C Jain and Mr. Ajay
Kumar Jain out of which four are independent and two are executive
directors. Mr. Kaushal Kumar Mathur is the Chairman of the Audit
Committee.
Mr. Kaushal Kumar Mathur, Mr. Surendra Kumar Tuteja, Mr. Brij Bihari
Tandon and Mr. Sharat Chand Jain were ceased to be member of Audit
Committee w.e.f 26.06.12,11.06.12,12.06.12 and 3.09.2012 respectively.
The Audit Committee has been reconstituted with effect from 3rd
September, 2012 with Mr. M.S. Kapur, Mr. Ajay Kumar Jain as members and
Mr.Ashok Kumar Agarwal as Chairman of the Committee.
All members of the Audit Committee possess sufficient knowledge and
experience in the field of Finance and Accounts.
DIRECTORS
Mr. Ashok Kumar Agarwal and Mr. Man Mohan Singh Kapur, Directors of the
Company shall be retiring by rotation in accordance with the provisions
of Section 255 and 256 of the Companies Act, 1956 read with Articles of
Association of your Company, and being eligible, offer themselves for
re-appointment as the Directors of the Company.
Mr. S.K. Tuteja, Independent Director, Mr. B.B.Tandon, Independent
Director, Mr. Vinod Vaish, Independent Director and Mr. K.K Mathur,
Independent Directorwere ceased to be directors on the Board ofthe
Company w.e.f.11.06.12,12.06.12,13.06.12 & 26.06.12 respectively. The
Board placed on record its apperception forthe valuable services
rendered by them during theirtenure as director of the Company None
ofthe Director of the Company is disqualified as per provision of
Section 274(1) (g) ofthe Companies Act, 1956.
Brief resume of the Directors proposed to be re-appointed and other
details as stipulated under Clause 49 of the Listing Agreement are
provided in the Notice for convening the Annual General Meeting.
DIRECTORS'RESPONSIBILITY STATEMENT
In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended
by the Companies Amendment Act, 2000, the Directors of your Company
subject to notes appended to accounts and Auditors' Report confirm
that:
(1) In preparation of Annual Accounts for the financial year ended 31st
March, 2012, the applicable Accounting Standards read with the
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
(2) Such accounting policies have been selected and applied
consistently and made judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year 31 st March, 2012 and of the
Profit of the Company for the said year;
(3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(4) The Annual Accounts for the year ended 31st March, 2012 have been
prepared on a Going Concern basis.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the
Listing Agreements with the Stock Exchanges, is attached to this
Report.
CORPORATE GOVERNANCE
Precision Pipes And Profiles Company Limited has been proactive in
following the principles and practices of good Corporate Governance.
The Company to its best endeavor complies with all the aspects in
letter and spirit of Corporate Governance Practices.
Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges,
the report on Corporate Governance and Management Discussion
& Analysis Report have been included in this Annual Report as a
separate section and forms part of the Directors Report along with the
Auditors'Certificate.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the management appreciates the employees of all
cadres fortheirdedicated services to the Company.
LISTING OF THE COMPANY
The Equity Shares of the company are listed and are traded on the
following stock Exchanges:-
National Stock Exchange of India Limited ("NSE")
Exchange Plaza, Bandra Kurla Complex,
Bandra (east), Mumbai- 400051.
Code: - 532934/PPAP
Bombay Stock Exchange Limited ("BSE")
PhirozeJeejeebhoy towers Dalai Street, Mumbai-400001 Code:-532934
Your Company is regular in paying Listing Fees. The Annual Listing Fee
for the Year 2012-13 has been paid within the scheduled time to NSE and
BSE.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Energy Conservation: The particulars in respect of Energy Conservation
are not applicable to your Company in terms of Section 217(1) (e)
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development as per Form B are
given in Annexure 'A' attached hereto, which forms a part of this
Directors' Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Foreign Exchange Earnings and Foreign Exchange Outgo
during the year are given below:
Particulars Current Year Previous Year
2011-12 2010-11
(Rs. in lacs) (Rs. in lacs)
Foreign Exchange Earning
(a) Export 218.32 565.75
Foreign Exchange Outgo
(a) Paymentto Collaborators 200.83 249.81
(b) Directors/Employees
Visit abroad 37.32 32.71
(c) Raw Materials &
Consumable Stores 5878.12 5440.91
(d) Machinery, Dies & Moulds 131180 16 409.61
(e) Dividend 4.5 1 1.25
0-(f) Interest on ECB 7.86 13.16
ENVIRONMENT
The Company is not involved in any type of operations hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollution. The Company adheres to the provisions of
the Environmental Laws.
PARTICULARS OF EMPLOYEES
None of the employee of the Company is in receipt of the salary
exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per
month as specified by Section 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975 as amended by
Companies (Particulars of Employees) Rules, 2011.
ACKNOWLEDGEMENT
Your Directors take this opportunity to gratefully acknowledge the co-
operation and assistance extended by the valued customers of the
Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec
Corporation, Japan our Technical Collaborators, Government of India and
Company's Bankers for their continued support and guidance. The
Director also wish to the place on record their sincere appreciation
for the dedication and efforts shown by all the employees of the
Company and are also thankful to all the investor of the company for
their continued patronage and confidence in the Company.
On behalf of the Board of Directors
PRECISION PIPES & PROFILES COMPANY LIMITED
Sharat ChandJain Ajay Kumar Jain
(Executive Vice Chairman) (Managing Director)
Place: New Delhi
Dated: 3rd September2012
Mar 31, 2011
Dear Shareholders,
The directors are pleased to present the Sixteenth Annual Report along
with the Audited Accounts on the business and operations of the Company
for the financial year ended 31st March 2011.
Our Financial Highlights:-
The Company's performance during the year is summarized below:-
Rs. In Lakhs
PARTICULARS Year ended Year ended
March 31, 2011 March 31, 2010
Total Income 20760.54 17184.60
Profit before Depreciation, Interest
and Taxation (PBDIT) 5422.26 3948.44
Less: Depreciation 1601.29 1417.41
Less: Interest 113.03 369.99
Profit Before Tax 3707.94 2161.04
Less: Income Tax Paid & Provisions Made 991.27 802.63
Profit after Tax 2716.67 1358.41
Add : Profit brought forward from
previous year 5749.65 5031.00
Profit available for appropriation 8466.32 6389.41
Less: - Transfer to General Reserve 271.67 150.00
- Dividend 560.00 420.00
Dividend Tax 94.65 69.76
Profits carried forward to the
following year 7540.00 5749.65
Dividend
During the year 2010-11, the board of directors declared an interim
dividend of Rs. 2/- equity share amounting to Rs.280 lacs on 12th
February, 2011 the same has already been paid. In addition, now your
Board of Directors recommended a final dividend of Rs. 2/- equity share
amounting to Rs. 280 lacs subject to the approval of shareholders at
the ensuing Annual General Meeting. The Dividend will be paid in
compliance with applicable provisions of the Companies Act, 1956 and
Regulations made there under.
Transfer to Reserves
Your Company has transferred a sum Rs. 271.67 Lakhs to the General
Reserve being 10% of the current year's profit in compliance with
Companies (Transfer of Profits to Reserves) Rules, 1975.
Business Operations:-
Your Company is engaged in the business of manufacturing automobile
sealing systems & exterior products, profiles for white goods industry
and mainline power distribution system. The product range includes
weather strips, trim door opening, windshield molding, roof molding,
quarter window seal, A-pillar garnish, B-pillar garnish, skirt air
damper, body side molding etc. Additionally the Company manufactures
PVC based customized profiles for white goods and other industries and
power distribution system for various uses.
Client list of the Company includes Maruti Suzuki India Limited, Honda
SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar
Motors India Limited, Nissan Motors India (P) Limited and Tata Motors
Limited. Your Company has a technical collaboration with Tokai Kogyo
Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to
manufacture automobile products. In the white goods industry, your
company manufacture and supply customized profiles to Godrej, Voltas,
Videocon and Carrier Refrigerators.
Your Company has achieved Total Sales (net of excise) of Rs. 201.89
Crores in the Financial Year ended 31st March, 2011 as against
Rs.170.48 Crores in the previous year. For the fiscal 2010- 2011 our
EBIDTA has increased to Rs. 5422.26 Lacs from Rs.3948.44 Lacs in fiscal
2009.10. Profit after tax for 2010-11 is Rs. 2716.67 lacs as compared
to Rs. 1358.41 Lacs in 2009-10.
Highlights of performance are discussed in detail in the Management
Discussion and Analysis Report attached to this Report.
Market Scenario
The year 2011 was unique for the Indian auto industry. The production
data of the Indian Automobile Industry for April-March 2011 recorded a
growth of 27.45 percent over same period last year.
The Indian automobile industry may not be able to maintain the growth
rates registered in the last two years. The high base effect of 2010,
the firming up of interest rates and crude oil price change may affect
the growth rates in future. The Tsunami, earthquake, disasters in Japan
has affected the production of many automotive companies as they were
unable to get parts from the suppliers affected by the catastrophe.
The challenges, the automobile industry in the Indian market will face
are stable economic environment, healthy IIP growth, favorable
liquidity and availability of finance. Other things that would affect
the Indian automobile industry include road network development
activities, strong growth in construction activities and the expected
healthy performance of the industrial sector.
The competition in all car segments would be severe with the launch of
new models by many Automobile manufacturers like Toyota, Honda, Maruti
Suzuki, General Motors, VW, BMW etc.
The commodity prices are rising which will be putting the pressure on
margins of the Automobile manufacturers leading to severe pressure on
margins of the Auto component industry.
Material Changes
There is no other material change affecting the affairs of the Company,
which has happened between the date of the Balance Sheet and up to the
date of this report.
Fixed Deposits
The Company has not invited or accepted any Fixed Deposits from Public
in terms of provision of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975.
Auditors
M/s. Dharam Taneja Associates, Chartered Accountants, Statutory
Auditors of the Company, will retire at the ensuing Annual General
Meeting and are eligible for re-appointment. Your Directors have
recommended the reappointment of M/s. Dharam Taneja Associates,
Chartered Accountants as Statutory Auditors of the Company.
The Audit Committee and your Board recommend their reappointment as
Statutory Auditors of the Company.
Auditors' Report
There are no adverse remarks in the Auditors' Report which need to be
discussed.
Audit Committee
The Audit Committee consists of six members namely Mr. Kaushal Kumar
Mathur, Mr. Brij Behari Tandon, Mr. Ashok Agarwal, Mr. Surender Kumar
Tuteja, Mr. S. C Jain and Mr. Ajay Kumar Jain out of which four are
independent and two are executive directors. Mr. Kaushal Kumar Mathur
is the Chairman of Audit Committee. All members of the Audit Committee
possess sufficient knowledge and experience in the field of Finance and
Accounts.
Directors
Mr. Devendra Chandra Jain, Mr. B.B. Tondon, and Mr. Anuj Jain ,
Directors of the Company shall be retiring by rotation in accordance
with the provisions of Section 255 and 256 of the Companies Act, 1956
read with Articles of Association of your Company, and being eligible,
offer themselves for re-appointment as the Directors of the Company.
Brief resume of the Directors proposed to be re-appointed and other
details as stipulated under Clause 49 of the Listing Agreement are
provided in the Notice for convening the Annual General Meeting.
Directors' Responsibility Statement
In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended
by the Companies Amendment Act, 2000, the Directors of your Company
subject to notes appended to accounts and auditors' report confirm
that:
(1) In preparation of Annual Accounts for the financial year ended 31st
March, 2011, the applicable Accounting Standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
(2) Such accounting policies have been selected and applied
consistently and made such judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company at the end of the financial year 31st March, 2011 and of
the Profit of the Company for the said year;
(3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(4) The Annual Accounts of the Company for the year ended 31st March,
2011 have been prepared on a 'going concern' basis.
Management Discussion and Analysis Report
Management Discussion and Analysis Report, as required under the
Listing Agreements with the Stock Exchanges, is attached to this
Report.
Corporate Governance
Precision Pipes And Profiles Company Limited has been proactive in
following the principles and practices of Good Corporate Governance.
The Company to its best endeavor complies with all the aspects in
letter and spirit of Corporate Governance Practices.
Pursuant to Clause 49 of the Listing Agreement of the Stock Exchanges,
the report on Corporate Governance and Management Discussion & Analysis
Report have been included in this Annual Report as a separate section
and forms part of the Directors Report along with the Auditors'
Certificate.
Industrial Relation
The Company enjoyed cordial relations with the employees during the
year under review and the management appreciates the employees of all
cadres for their dedicated services to the Company.
Listing of the Company
The Equity Shares of Precision Pipes and Profiles Company Limited are
listed and are traded on the following stock Exchanges:-
National Stock Exchange of India Limited ("NSE")
Exchange Plaza, Bandra Kurla Complex,
Bandra (east), Mumbai- 400051.
Code: - 532934/PPAP
Bombay Stock Exchange Limited ("BSE")
Phiroze Jeejeebhoy towers
Dalal Street, Mumbai-400001
Code: - 532934
Your Company is regular in paying Listing Fees. The Annual Listing Fee
for the Year 20011-12 has been paid within the scheduled time to NSE
and BSE.
Energy Conservation, Technology Absorption And Research & Development
And Foreign Exchange Earnings And Outgo
Energy Conservation
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
Technology Absorption and Research & Development
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development as per Form B are
given in Annexure 'A attached hereto, which forms a part of this
Directors' Report.
Foreign Exchange Earnings and Outgo
The details of Foreign Exchange Earnings and Foreign Exchange Outgo
during the year are given below:
Particulars Current Year Previous Year
2010-11 2009-10
(Rs. in lacs) (Rs. in lacs)
Foreign Exchange Earning
(a) Export 565.74 180.28
Foreign Exchange Outgo
(a) Payment to Collaborators 249.81 55.15
(b) Directors/ Employees Visit abroad 32.71 15.71
(c) Raw Materials & Consumable Stores 5440.91 4104.67
(d) Machinery, Dies & Moulds 409.61 643.84
(e) Dividend 11.25 4.50
(f) Interest on ECB 13.16 21.95
Environment
The Company is not involved in any type of operations hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollution. The Company adheres to the provisions of
environmental laws. Our Unit I is ISO 9001 and 14001 certified from
B.S.I Management System, London and all other units are QS ISO 14001
certificate holders from TUV Management Service GmbH, TS 16949
Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from
TUV Management Services GmbH. Our operations do not generate effluents.
Particulars of Employees
None of the employee of the Company is in receipt of the salary
exceeding the limits of Rs. 60,00,000/- per annum or Rs. 5,00,000/-
per month as specified by Section 217(2A) of the Companies Act, 1956
read with the Companies ( Particulars of Employees ) Rules, 1975 as
amended by Companies ( Particulars of Employees ) Rules, 2011.
Acknowledgement
Your Directors take this opportunity to gratefully acknowledge the co-
operation and assistance extended by the valued customers of the
Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec
Corporation Japan our Technical Collaborators, Government of India and
Company's Bankers for their continued support and guidance. The
Directors commend the continued commitment and dedication of employees
at all levels. The Directors also wish to acknowledge with thanks all
other stakeholders for their valuable sustained support and
encouragement. It is this unity of purpose that breeds success and your
Directors look forward to receiving similar support and encouragement
in the years ahead.
On behalf of the Board of Directors
For PRECISION PIPES & PROFILES COMPANY LIMITED
Sharat Chand Jain Ajay Kumar Jain
(Executive Vice Chairman) (Managing Director)
Dated: 5th August 2011
Place: New Delhi
Mar 31, 2010
The directors are pleased to present fifteenth Annual Report along
with the Audited Accounts on the business and operations of the company
for the financial year ended 31st March 2010.
Our Financial Highlights:-
The Companys performance during the year is summarized below:-
Rs. In Lakhs
PARTICULARS Year ended Year ended
March 31, 2010 March 31, 2009
Total Income 17184.60 12925.59
Profit before Depreciation, Interest
and Taxation (PBDIT) 3948.44 2939.48
Less: Depreciation 1417.41 953.31
Less: Interest 369.99 132.49
Profit Before Tax 2161.04 1853.68
Less: Income Tax Paid & Provisions Made 802.63 699.93
Profit after Tax 1358.41 1153.75
Add: Profit brought forward from
previous year 5031.00 4304.84
Profit available for appropriation 6389.41 5458.58
Less: - Transfer to Generaf Reserve 150.00 100.00
- Dividend 420.00 280.00
- Dividend Tax 69.76 47.58
Profits carried forward to the following
year 5749.65 5031.00
DIVIDEND
Your Directors recommend a Dividend of Rs. 3.00Aper Equity Share (30
per cent) for the financial year 2009-10. If the dividend, as
recommended by the Board of Directors, is approved at this AGM, payment
of such dividend will be made on or after 25th September, 2010.
TRANSFER TO RESERVES
Your Company proposes to transfer a sum Rs. 150.00 Lakhs to the general
reserve being 11.04% of the current years profit. An amount of Rs.
5749.65 Lakhs is proposed to be retained in the profit and loss
account.
BUSINESS OPERATIONS:-
Your Company is engaged in the business of manufacturing automobile
sealing systems and exterior products. The product range includes
weather strips, trim door opening, windshield molding, roof molding,
quarter window seal, A-pillar garnish, B-pillar garnish, skirt air
damper, body side molding etc. Additionally, the company manufactures
PVC based customized profiles for white goods and other industries.
Client list of the Company include Maruti Suzuki India Limited, Honda
SIEL Cars India Limited, General Motors India Limited, Toyota Kirloskar
Motors India Limited, Nissan Motors India (P) Limited and Tata Motors
Limited. Your Company has a technical collaboration with Tokai Kogyo
Co. Ltd (TKCL), Japan and Nissen Chemitec Corporation, Japan to
manufacture automobile products. In the white goods industry, your
company supply customized profiles to Godrej, Voltas, Videocon and
Carrier Refrigerators.
Your Company has achieved Total Sales of Rs.171.84 Crores in the
financial year ended 31st March, 2010 as against Rs.129.26 Crores in
the previous year. For the fiscal 2009 and 2010 our EBIDTA has been Rs.
2939.48 Lacs and Rs.3948.44 Lacs respectively. Profit after tax for
2009-10 is Rs. 1358.41 lacs compared to Rs. 1153.73 Lacs for 2008-09.
Highlights of performance are discussed in detail in the Management
Discussion and Analysis Report attached to this Report.
MARKET SCENARIO
A variety of factors, including stimulus package of the government,
lower interest rates, implementation of the Sixth Pay Commission and
launch of new models helped Automobile industry in India register a
26.41% growth in sales in 2009- 10 making it the second fastest growing
market in the world after China. According to the figures released by
SIAM (Society of Indian Automobile Manufacturers), total passenger cars
sold in India in the year 2009-10 were at 19.49 Lakh units compared to
15.52 lakh units in 2008-09, thereby registering a growth of 25.57%.
Market leader in passenger cars Maruti Suzuki India Limited sold more
than a Million vehicles in the year 2009-10 for the first time in its
history.
SIAM has forecast 10-14% growth for the industry for 2010-11.
MATERIAL CHANGES
There is no other material change affecting the affairs of the Company,
which has happened between the date of the Balance Sheet and up to the
date of this report.
FIXED DEPOSITS
The Company has not invited or accepted any Fixed Deposits from Public
in terms of provision of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975. Further no
amount of Principal or Interest on deposits was outstanding as on the
Balance Sheet date.
AUDITORS AND AUDITORS REPORT
AUDTTORS
M/s. Dharam Taneja Associates, Chartered Accountants, Statutory
Audjlprs of the Company, retire at the ensuing Annual General Meeting
and are eligible for Re - appointment. Your Directow have recommended
the reappointment of M/s. Dharam Taneja Associates, Chartered
Accountants as Statutory Auditors of the Company. The Company has
received letter from them to the effect that their appointment, if
made, would be within the limits prescribed u/s 224(1 B) of the
Companies Act, 1956 and they are not disqualified for such appointment,
within the meaning of Sub- section (3) and (4) of Section 226 of the
Companies Act, 1956. Accordingly, M/s. Dharam Taneja Associates,
Chartered Accountants are required to be reappointed as Statutory
Auditors of the Company at the ensuing Annual General Meeting.
The Audit Committee and your Board recommends their reappointment as
Statutory Auditors of the Company.
AUDTTORSREPORT
There are no adverse remarks in the Auditor Reports which need to be
discussed.
AUDIT COMMITTEE
The Audit Committee consists of three members namely Mr. kaushal Kumar
Mathur, Mr. Brij Behari Tandon and Mr. S. C Jain out of which two are
independent. Mr. Kaushal Kumar Mathur is the Chairman of Audit
Committee. All members of the Audit Committee possess sufficient
knowledge and experience in the field of Finance and Accounts.
DIRECTORS
Mr. S.K Tuteja and Mr. Vinod Vaish, Directors of the Company shall be
retiring by rotation in accordance with the provisions of Section 255
and 256 of the Companies Act, 1956, and being eligible, offer
themselves for re-appointment as Directors of the Company.
Mr. Ashok Agarwal and Mr. M.S. Kapur were appointed as Additional
Directors of the company are proposed to be appointed as regular
directors pursuant to section-257 of the companies Act, 1956. Your
Board recommended their appointment.
Sh. S.C. Jain was appointed as an Executive Vice Chairman of the
company in the meeting of Board of Directors held on 6th August, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
In Compliance of Section 217(2AA) of the Companies Act, 1956 as amended
by the Companies Amendment Act, 2000, the Directors of your Company
subject to notes appended to accounts and auditors report confirm
that:
(1) In preparation of Annual Accounts for the financial year ended 31st
March, 2010, the applicable Accounting Standards read with the
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
(2) Such accounting policies have been selected and applied
consistently and made judgments and estimates made are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year 31st March, 2010 and of the
Profit of the Company for the said year;
(3) Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting i fraud and other irregularities; and
(4) The Annual Accounts for the year ended 31st March, 2010 have been
prepared on a going concern basis.
CORPORATE GOVERNANCE
Precision Pipes And Profiles Company Limited has been proactive in
following the principles and practices of Good / Corporate Governance.
The Company to its best endeavor complies with all the aspects in
letter and spirit of Corporate [ Governance Practices.
Pursuant to Clause 49 of the Listing Agreement of the Stock exchanges,
the Report on Corporate Governance and Management analysis & Discussion
Report have been included in this annual report as a separate section
and forms part of the Directors Report along with the Auditors
Certificate.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the management appreciates the employees of all
cadres for their dedicated services to the Company.
Listing of the Company
The Equity Shares of Precision Pipes and Profiles Company ljm\e$0e
Hsted ar>d are traded on the following stock Exchanges:-
National Stock Exchange of India Limited ("NSE")
Exchange Plaza, Bandra Kurla Complex,
Bandra (east), Mumbai- 400051.
Code:-PPAP
Bombay Stock Exchange Limited ("BSE")
Phiroze Jeejeebhoy towers
Dalai Street, Mumbai-400001
Code: - 532934
Your Company is regular in paying Listing Fees. The Annual Listing Fee
for the Year 2010-11 has been paid within the scheduled time to NSE
and BSE.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
AND FOREIGN EXCHANGE I EARNINGS AND OUTGO ENERGY CONSERVATION
The particulars in respect of Energy Conservation are not applicable to
your Company in terms of Section 217(1) (e) read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT
As required under Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the particulars relating
to Technology Absorption and Research and Development as per Form B are
given in Annexure-A attached hereto, which forms a part of this
Directors Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Foreign Exchange Earnings and Foreign Exchange Outgo
during the year are given below:
Particulars Current Year Previous Year
2009-10 2008-09
(Rs. in lacs) (Rs. in lacs)
Foreign Exchange Earning
(a) Export 180.28 194.04
Foreign Exchange Outgo
(a) Payment to Collaborators 55.15 120.43
(b) Directors/ Employees Visit abroad 15.71 36.06
(c) Raw Materials & Consumable Stores 4104.67 3179.01
(d) Machinery, Dies & Moulds 643.84 5068.20
(e) Dividend 4.50 6.75
(f) Interest on ECB 21.95 34.05
ENVIRONMENT
The Company is not involved in any type of operations hazardous to
environment and does not discharge any trade effluents (solid, liquid
or gaseous) causing pollution. The Company adheres to the provisions of
environmental laws. Our Unit I is ISO 9001 and 14001 certified from
B.S.I Management System, London and all other units are QS ISO 14001
certificate holders from TUV Management Service GmbH, TS 16949
Certificate holders from AIB - Vinocotte, Belgium & OHSAS 18001 from
TUV Management Services GmbH. Our operations do not generate effluents.
The Proposed units also would not generate any effluents. Appropriate
equipments would be installed for the plant as per the requirements of
the Pollution Control Board to check pollution.
PARTICULARS OF EMPLOYEES
The details of employees of the Company who are in receipt of the
salary exceeding the limits of Rs.24,00,000/- per annum or Rs.
2,00,000/- per month as specified by Section 217(2A) of the Companies
Act, 1956 read with the Companies ( Particulars of Employees ) Rules,
1975 as amended by Companies ( Particulars of Employees ) Rules, 2002
are given in Annexure -B attached to this report.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to gratefully acknowledge the co-
operation and assistance extended by the valued customers of the
Company, M/s Tokai Kogyo Co. Ltd., Japan, and Nissen Chemitec
Corporation Japan our Technical Collaborators, Government of India and
Companys Bankers for their continued support and guidance. The
Directors commend the continued commitment and dedication of employees
at all levels. The Directors also wish to acknowledge with thanks all
other stakeholders for their valuable sustained support and
encouragement. It is this unity of purpose that breeds success and your
Directors look forward to receiving similar support and encouragement
in the years ahead.
S. C. Jain Ajay Kumar Jain
(Executive Vice Chairman) (Managing Director)
Place: Delhi
Dated: 6th August, 2010
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