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Directors Report of Shaily Engineering Plastics Ltd.

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report together with the Audited statement of Accounts for the year ended on 31st March, 2017.

Financial Summary & Highlights

(Rs, in lacs)

Particulars

FY 2016-17

FY 2015-16

Net Revenue from Operations

24,637.49

22,553.94

Other Income

337.32

279.50

TOTAL REVENUE

24,974.81

22,833.44

Total Expenses

20,530.97

18,652.90

Profit before Interest, Depreciation & Tax

4,443.84

4,180.54

Finance Cost

788.53

1,013.45

Depreciation & amortization expense

1,335.43

1,025.59

Profit before Tax

2,319.88

2,141.50

Current Tax

720.63

458.54

Short provision in earlier years

8.81

-

Deferred Tax

2.73

134.65

Add : MAT Credit Entitlement

-

(0.89)

Net Profit for the year

1,587.71

1,549.20

Dividend

Your Directors recommend dividend on equity shares of Rs, 5 per share i.e. 50 % for the financial year 2016-17.

Operation & state of affairs :

The Company''s total revenue has been Rs. 249.75 cr in the current year, an increase of 9.387% over last year.

° EBIDTA for the year has been Rs, 44.44 cr.

° Profit before Tax (PBT) for the year is Rs, 23.20 cr.

° PAT for the year is Rs, 15.88 cr.

The Company in this year participated at Global Events, namely CPhI Exhibition, Mumbai, Innopack Conference, Mumbai and PharmaPack Paris Exhibition.

Management Discussion and Analysis

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, forms part of this Report at Annexure A. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Laxman Sanghvi, Executive Director, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The members approved the appointment of Mr. Dilip Shah as an Independent Director with effect from May 18, 2016.

The Board had at its meeting held on 20th May, 2017, re-appointed Mr. Amit Sanghvi as Managing Director and Ms. Tilottama Sanghvi as Whole Time Director for a period of three (3) years effective from 01/10/2017 & 01/06/2017 respectively, subject to approval of members at the 37th Annual General Meeting of the Company. The Board has also recommended revision in remuneration of Mr. Mahendra Sanghvi, Executive Chairman effective from 01/04/2017.

A brief resume of and particulars relating to the above directors is given in the Notice containing particulars of the 37th Annual General Meeting.

The Board recommends their re-appointment and revision in remuneration.

Key Managerial Personnel

Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director, Mr. Sanjay Shah, CFO & Vice President - Finance and Ms. Preeti Sheth, Asst. Company Secretary are Key Managerial Personnel of the Company, in accordance with Companies Act, 2013.

Meetings of Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Four Board Meetings were held during the financial year 2016-17. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as required under the Act and the Listing Regulations.

Meeting of Independent Directors

The Independent Directors met on May 18, 2016, to carry out the evaluation for the financial year 2016-17 and interalia, discussed the following :

- Evaluation of the performance of Non -Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non-Executive Directors;

- Evaluation of quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Mr. Sarup Chowdhary was not present at the Meeting.

Familiarization Programme

All new independent directors inducted into the Board attend an orientation program. At the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website. (www.shaily.com)

The Board members are provided with necessary reports, internal policies, periodical plant visits to enable them to familiarize with the Company''s procedures and practices.

Periodic presentations are made at the meetings of the Board and the committees, on business and performance updates, global business environment, business strategy and risks involved.

The details of familiarization programme for Independent Directors are available at our website. (www.shaily.com)

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board and of individual directors on an evaluation framework as adopted by the Board.

The framework includes evaluation of directors on various parameters such as:

n Board dynamics and relationships n Information flows n Decision - making n Company performance and strategy n Tracking board and committee''s effectiveness n Peer evaluation

The Board approved the evaluation results as collated by the nomination & remuneration committee.

Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

There are no material related party transactions, which are not in ordinary course of business or which are not on arm''s length, hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on the Company''s website ( www.shaily.com )

Fixed Deposits

The Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 201617.

Loans, Guarantees or Investments

Particulars of Loans, guarantees or investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B.

Auditors

a. Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Deloittee Haskin & Sells., Chartered Accountants, have been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for F.Y. 2017-18, as approved by the members at their Annual General Meeting held on 02nd August, 2016.

Pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for F.Y. 2016-17.

b. Secretarial Auditors

The Board of Directors of the Company appointed M/s Samdani Shah & Kabra, Company Secretaries, Vadodara, to conduct Secretarial Audit of the Company for F.Y. 2016-17.

The Secretarial Report of M/s Samdani Shah & Kabra, Company Secretaries for the financial year ended 31st March, 2017, is annexed at Annexure F.

c. Auditor''s certificate on corporate governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, auditors certificate on corporate governance is enclosed as with the Corporate Governance Report. The report does not contain any qualification, reservation or adverse remark.

d. Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara, were appointed as Cost Auditors to carry out the audit of cost records of the Company for the Financial Year ending on 31st March, 2017. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors have appointed them and recommend the ratification of remuneration to be paid to the Cost Auditors for F.Y. 2017-18.

e. Internal Auditors

The Board of Directors have appointed M/s Shah Jain & Hindocha, Chartered Accountants as Internal Auditors of the Company for F.Y. 2017-18.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditor in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this matter.

Listing of shares

The Equity shares of the Company are listed on the BSE Ltd. (BSE) with scrip code 501423. The Company confirms that the annual listing fees to the stock exchange for the F.Y. 2017-18 has been paid.

Committees of the Board

Currently, the Board has four committees, namely;

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

A detailed note on the composition of the Board, its committees is provided in the Corporate Governance Report.

Vigil Mechanism

The Company has a well-defined “Whistle Blower Policy" and has established a robust for Vigil Mechanism for reporting of concerns raised by employees and to provide for adequate safeguards against victimization of Directors and employees who follow such mechanism and has also made provision for direct access to the Chairman of Audit Committee in appropriate cases.

The Vigil Mechanism Policy of the Company is available on the Company''s website. (www.shaily.com )

Internal financial control

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization’s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all plants and functional areas and submits its reports to the Audit Committee of the Board of Directors.

Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Corporate Social Responsibility (CSR)

Being an Indian company, we are motivated by the Indian ethos of Dharma as a key plank for organizational self-realization. The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. The Company continues its spend to support local initiatives health/ medical, education and sanitation/ cleanliness purpose as Corporate Social Responsibility initiatives.

Guided by the prevailing regulatory requirements, the Company has constituted a ''Corporate Social Responsibility (CSR) Committee'' and framed a Policy on CSR, summary of which together with details of CSR activities undertaken by the Company during the financial year 2016-17, have been covered in separate report on CSR, annexed as Annexure C.

The Policy on Corporate Social Responsibility is available on the Company''s website. (www.shaily.com)

Policy on Nomination & Remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website (www.shaily.com). There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Corporate Governance

The Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the spirit of the Company, forming its core values. These guiding principles are also articulated through the Company''s code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy.

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return of the Company for the financial year ended 31st March, 2017, in the prescribed format is annexed at Annexure D.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

Obligation of Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

No Complaint has been received by the Committee during the year.

Policy for determining materiality for disclosures

The Company has in line with the SEBI Listing Regulations, 2015, devised a policy which applies to disclosure of material events affecting the Company. This policy deals with dissemination of unpublished, price-sensitive information. The policy can be viewed on we blink; http://www.shaily.com/investors-de tails. aspx ?id=10

Policy on Records and Archive Management

Devised in line with the requirements under SEBI Listing Regulations, 2015, this policy deals with the retention and archival of corporate records of the Company. The policy can be viewed at our website www.shaily.com on we blink; http://www.shaily.com/investors-

details.aspx?id=10

Orders passed by the Regulators or the Courts or the Tribunals.

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company''s operation.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Directors’ Responsibility Statement

In terms of the provisions of Companies Act, 2013, the Directors confirm that ;

(i) in preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed ;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss of the Company for that period;

(iii) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a going concern basis.

(v) They have laid down internal financial controls, which are adequate and are operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. We look upon them as partners in its progress. It will be Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.

For and on behalf of the Board of Directors

Vadodara Mahendra Sanghvi Amit Sanghvi

May 20, 2017 Executive Chairman Managing Director


Mar 31, 2013

To the Members,

The Directors are pleased to present the 33rd Annual Report together with the Audited Accounts for the year ended on 31st March 2013.

Financial Highlights

(Rs. in lacs)

Particulars Financial Year

2012-13 2011-12

Net revenue from Operations 12276.17 14,558.36

Other Income 63.53 123.55

Total Revenue 12339.70 14,681.91

Total Expenses 10579.02 12,472.81

Profit Before Interest, Depreciation & Tax 1760.68 2,209.10

Finance Cost 693.13 863.40

Depreciation and amortization expense 561.58 518.51

Profit Before Tax 505.97 827.19

Current Tax 101.22 165.49

Short provision in earlier years (22.99) 12.50

Deferred tax 142.02 165.55

Add: MAT Credit Entitlement 76.43 153.02

Net Profit for the year 362.15 636.67

Business Performance

The Company''s sales have been lower during the year under review.

lSales have come down by Rs. 23.42 Crores (15.95%). This is on account of global conditions.

lProfit before tax has come down by Rs. 3.21 Crores (38.83%). The drop in profit is mainly due to drop in sales.

Exports continue to account for over 70% of the Company''s income.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2013.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided for the year under review.

Directors

Mr. Hasmukh Shah has resigned as the Director and Chairman of the Board w.e.f. 25th June, 2012. He had been the Chairman of the company and a member of the Board since 2002. He was also the Chairman and member of the Board of erstwhile Shaily Engineering Plastics Ltd. which was merged into the company and was associated with the company for the past 17 years. Mr. Hasmukh Shah with his vast experience has made substantial contribution to the company''s growth and has been instrumental in many strategic initiatives of the company. The Board and management of the company would like to place on record and thank Mr. Hasmukh Shah for his advice and guidance which enabled the company to make substantial progress.

The Board of Directors in the meeting held on 4th August, 2012 elected Mr. Mahendra Sanghvi as the new Chairman of the Board. In the same meeting the Board has appointed Mr. Pushp Raj Singhvi and Mr. Samaresh Parida as Additional Directors w.e.f. 4th August, 2012 and 1st September, 2012 respectively. We seek your support in confirming their appointment in the forthcoming Annual General Meeting as Directors liable to retire by rotation.

Mr. Jayessh Shah, Mr. Sarup Chowdhary and Mr. Amit Sanghvi, Directors, will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The 3 year term of Mr. Mahendra Sanghvi as the Managing Director and Mr. Laxman Sanghvi as the Executive Director came to an end on 31st March, 2013. The Board of Directors have in their meeting held on 18th May, 2013 re-appointed them for another 3 years w.e.f. 1st April, 2013, at the same remuneration which was paid for the previous term, subject to approval of the members at the ensuing Annual General Meeting.

Brief resumes of all the concerned directors are included in the notice for the annual general meeting. Your directors have pleasure in recommending their appointment / re-appointment.

Fixed Deposits

The Company has accepted deposits of Rs. 152.60 lacs during the year, in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2013.

A) Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

B) Technology Absorption

lResearch and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

lTechnology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

C) Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 2710.67 lacs and total foreign exchange earned Rs. 9105.14 lacs.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ''Management''s Discussion and Analysis'' has been included in this Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this Annual Report.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended 31st March 2013.

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the financial year 2013-14. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors'' report

The observation made in the Auditors'' report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Cost Auditors

The Government of India, Ministry of Corporate Affairs, Cost Audit Branch had vide its Order dated January 24, 2012 bearing no. F. No. 52/26/CAB-2010 directed all Companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records, in respect of each of its financial year commencing on or after April 1, 2012 and for every financial year thereafter, audited by a Cost Auditor. In compliance with the said directive, the company had appointed M/s Y. S. Thakar & Co., Cost Accountants, Vadodara as Cost Auditors of the Company for conducting cost audit for the F.Y. 2012-13. The Central Government had approved the appointment. They have been re-appointed as the Cost Auditors to undertake Cost Audit for the financial year ending 31st March 2014, of the Cost Accounting Records of the Plastic Products of the company covered under Cost Audit Order dated 6th November, 2012.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

(i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 true and fair view of the state of affairs of the company as at 31st March 2013 and of the profits of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, customers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchange, for their continued support.

For and on behalf of Board of Directors

Sd/-

Place: Baroda Mahendra Sanghvi

Date: 18th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Members Shaily Engineering Plastics Limited Your Directors are pleased to present the 32nd Annual Report and Audited Accounts for the year ended on 31st March 2012.

Financial Results

(Rs. In lacs)

Current Year Previous Year

(2011-12) (2010-11)

Gross Total Income 14,719.52 12,936.95

Profit before depreciation and tax 1,345.70 837.81

Less: Depreciation 518.51 469.36

Less: Provision for taxation 24.97 -

Less / (Add) : Deferred tax liability / asset 165.55 (13.26)

Profit after tax 636.67 381.71

Business Performance

Your Company's performance during the year under review has improved substantially over the previous year. Net income has increased by 14.97% from Rs. 12,770.48 lacs to Rs. 14,682.36 lacs. PAT has increased by 66.79% from Rs. 381.71 lacs to Rs. 636.67 lacs.

Exports have been a major factor in the Company's growth with increase in exports from Rs. 9,813.17 lacs to Rs. 112,371.24 lacs (growth of 26.06%).

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2012.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided for the year under review.

Dividend of Rs. 8,810,888 was accumulated and due for the financial year 2007-08 and 2008-09, on pro-rata basis, on 7% Participatory Cumulative Convertible Preference Shares of Rs. 56/- each which were issued on 6th July, 2007 and which have been converted into equity shares on 5th January 2009. Hence, the Board has approved the payment of interim dividend of Rs. 4,332,959/- and Rs. 4,477,929/- on 20th June 2011 and 13th November 2011 respectively.

Directors

The Board has inducted Mr. Amit Sanghvi as an Additional Director w.e.f 1st October, 2011 in the Board Meeting held on 6th August, 2011. In the meeting held on 13th November, 2011 Mr. Amit Sanghvi was appointed as Whole-Time Director w.e.f 1st October, 2011 for a period of 3 years, subject to approval of the Shareholders. We seek your support in confirming his appointment in the forthcoming Annual General Meeting as a Director liable to retire by rotation.

Mr. Bharat Sanghvi and Mr. Michael Woodhall have resigned from the Board of company w.e.f. 1st October, 2011 and 26th May, 2012 respectively. The Directors would like to place on record their appreciation for the contribution made by them to the company.

Mr. A.S.Anandkumar, Mr. Laxman Sanghvi and Mrs. Tilottama Sanghvi, Directors, will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of these directors are included in the notice for the annual general meeting. Your directors have pleasure in recommending their appointment / re-appointment.

Fixed Deposits

The Company has accepted deposits of Rs. 152.60 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2012.

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 3,272.42 lacs and total foreign exchange earned Rs. 12,371.24 lacs.

Directors' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

(i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 true and fair view of the state of affairs of the company as at 31st March 2012 and of the profits of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this annual report, along with Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the year ended 31st March 2012.

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors' report

The observation made in the Auditors' report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2012-13. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, customers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchange, for their continued support.

For and on behalf of Board of Directors

Place: Baroda Sd/-

Date: 26th May, 2012 Chairman


Mar 31, 2011

The Directors are pleased to present the 31st Annual Report and Audited Accounts for the year ended on 31st March 2011.

Financial Results (Rs. In lacs) Current Year Previous Year (2010-11) (2009-10)

Gross Total Income 12928.68 9627.72

Profit before depreciation and tax 837.81 718.27

Less: Depreciation 469.36 492.94

Less: Provision for taxation - 0.44

Less / (Add): Deferred tax - 13.26 liability/ asset

Profit after tax 381.71 211.64

Business Performance

Your Companys performance during the year review has improved substantially with the net income crossing Rs. 100 crores for the first time. Net income has increased by @ 32% from Rs. 9627.72 lacs. PAT increased by @ 80% % from Rs. 211.64 lacs to Rs. 381.71 lacs.

Export have been a major factor in the Companys growth with exports increase from Rs. 6916.93 lacs to Rs. 9792.16 lacs (growth of 41.57%).

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2011.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided during the year under review.

Sale of Property

Your Company has sold out its land at Dehradun along with superstructure thereon during the year under as it was not advisable to commence manufacturing there.

Directors

Mr. Jayessh Shah, Mr. Bharat Sanghvi and Mr. Michael Woodhall, Directors will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Brief resumes of these directors are included in the notice for the annual general meeting.

Your directors have pleasure in recommending reappointment of the Directors retiring by rotation.

Fixed Deposits

The Company has accepted deposits of Rs. 154.05 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Shifting of the Registered Office

Pursuant to the petition filed by your Company, the Honble Company Law Board, Mumbai Bench vide its order # 109/14/CLB/MB/2011/1423 dated 29th April, 2011 passed an order for the alteration of Clause II of the Memorandum of Association of the Company for the shifting of the Registered Office from the State of Maharashtra to the State of Gujarat. In view of the same the Registered Office of the Company has been shifted at Rania Plant.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2011.

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 1895,93 lacs and total foreign exchange earned Rs. 97.92 lacs.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 true and fair view of the state of affairs of the company as at 31st March 2011 and of the profits of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Corporate Governance has been included in this annual report, along with the report of Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March 2011

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors report

The observation made in the Auditors report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2011.12. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your directors wish to place their sincere thanks to the Government authorities, banks, customers, suppliers, shareholders and employees, who extended support and co-operation, and helped, in your companys progress.

For and on behalf of Board of Directors Hasmukh Shah Chairman

Place: Baroda Date : 27.05.2011


Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report for the year ended on 31st March 2010.

Financial Results (Rs. In lacs)

Current Year Previous Year

(2009-10) (2008-09)

Gross Total Income 9827.72 6755.13

Profit before depreciation and tax 718.27 17.16

Less: Depreciation 492.94 378.21

Less: Provision for taxation - -

Less: Fringe benefit tax - 4.55

Less / (Add): Deferred tax liability / asset 13.26 (129.58)

(Profit after tax 211.64 (239.10)

Business Performance

The current year has been a year of consolidation for the company. Your companys performance in terms of sales and profit has shown remarkable improvement over the F.Y. 2009.

The total income increased by Rs. 30.73 Crore or 45% over the F.Y. 2009. The Companys Profit Before Tax was Rs. 2.25 Crore for the F.Y. 2009. Export sales increased substantially during the F.Y. 2010 with export increasing by Rs. 41.25 Crore or 141.46% in the F.Y. 2010.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2010.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of dividend during the year under review.

Directors

Mr. Laxman Sanghvi, Mrs. Tilottama Sanghvi and Mr. Sarup Chowdhary, Directors will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Brief resumes of these directors are included in the notice for the annual general meeting.

Mr. Sachin Bhartiya has been appointed as Additional Director w.e.f. 1.11.2009 representing Motika Limited. Mr. Nilesh Mehta has resigned as a Director effective from 15.05.2010. The Board wishes to place on record its deep appreciation of the contribution by Mr. Nilesh Mehta during his tenure as member of the Board.

Your directors have pleasure in recommending reappointment of the Directors retiring by rotation.

Fixed Deposits

The Company has accepted deposits of Rs. 116.35 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2010..

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 1632.30 lacs and total foreign exchange earned Rs. 6916.93 lacs.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 true and fair view of the state of affairs of the company as at 31st March 2010 and of the profits of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ‘Corporate Governance has been included in this annual report, along with the report of Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March 2010

S Name Designation Gross Age Qualification N -n Earnings Rs. (in lacs)

1 Mahendra Managing 49.29 62 B.Sc.(Chem) Sanghvi Director years B.S. Chem Engg

2 Laxman Executive 31.57 53 Chartered Sanghvi Director years Accountant,

Law graduate

Name



Laxman Sanghvi Laxman Sanghvi

Exp Date of Joining Last Employ- ment Mahendra Sanghvi 36 30th Dec GB Book 1985 Plastic Co.,

Laxman Sanghvi 31 30th Dec Practicing 1985 Chartered Accountant

NOTES:

1. The appointment of the Managing Director and Executive Director is contractual.

2. Remuneration includes Basic, HRA, all other allowances and perquisites, Companys contribution to Provident Fund etc.

Auditors report

The observation made in the Auditors report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2010.11. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your directors wish to place their sincere thanks to the Government authorities, banks, customers, suppliers, shareholders and employees, who extended support and co-operation, and helped, in your companys progress.

For and on behalf of Board of Directors

Place: Mumbai Hasmukh Shah

Date: 09.08.2010 Chairman

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