| Dear members,
The Directors have pleasure in presenting their 23rd Annual Report on
the business and operations of the Company for the year ended on 31st
March, 2014.
Financial Results: (Rs. In Lacs)
Particulars For the year ended For the year ended
31st March, 2014 31st March, 2013
Sales 49820.81 48017.21
Other Income 85.95 121.20
Total Revenue 49906.77 4813.41
Profit before Depreciation, 3217.81 2235.45
Finance Cost, Exceptional
Items and Taxation
Less : Depreciation and 126.74 148.09
amortization
Profit before Finance Cost, 3091.07 2087.36
Exceptional Items and Taxation
Less : Finance Cost 1254.18 816.65
Profit before Exceptional 1836.89 1270.70
Items and Taxation
Less : Exceptional Items 1776.82 291.43
Profit (Loss) before Taxation 60.07 979.27
Less : Provision for Tax - 42.00 317.52
Current Tax
(Including MAT Credit
entitlementand previous
year tax)
Less: Provision for Tax -
Deferred Tax 15.23 (32.34)
Profit for the year 2.84 694.09
Add: Balance of Profit for
earlier years 3909.84 1605.64
Add: Shares Premium - 1696.00
Profit available for
appropriation 3912.68 3995.73
Less : Proposed Dividend - 73.90
Less : Income tax on
Proposed Dividend - 11.99
Balance Carried Forward 3912.68 3909.84
Financial Performance :
Despite the bleak economic scenario and tight money market, the results
for the financial year ended 31st March, 2014 were better than the
previous financial year. The Sales of the Company increased to Rs.
49,820.81 Lacs from Rs. 48017.21Lacs in the previous year, at a growth
rate of 3.76%. The Profit before Depreciation, Finance cost,
exceptional item and Tax increased from Rs.2235.45Lacs in the preceding
financial year to Rs. 3217.81Lacs in the year under Report.
The profit before tax and exceptional items increased from Rs.1270.70
Lacs for the financial year ended 31st March, 2013 to Rs.1836.89 Lacs
for the current financial year. However, due to huge forex losses, the
net profit came down from Rs.694.09 Lacs to Rs.2.84 Lacs in the
corresponding period.
Future Outlook :
The Board of Directors of the Company at its meeting held on Monday,
March 31, 2014, inter-alia decided to de-merge the Metal Division of
the Company into a separate entity in order to invite industry specific
investment as well as unlock shareholder value.
The metal division of the company has two on-going projects:
(1) 36,000 MTPA Aluminum Alloy Plant.
(2) 18,000 MTPA EOU project for production of Non-Ferrous alloys.
The Proposal outlined to the board was that the second phase expansion
would require an investment to the tune of Rs. 400 Cr. in fixed assets
and working capital which may not be possible for the company to
generate from its existing shareholder base and internal accruals. The
Proposal suggested that the Company may seek FDI for the project.
Initial discussions with a few players indicate that the investment may
come in only if the metal division is a separate entity. To achieve
this, the metal division would have to be demerged from the plastic
division through Court to retain the licenses obtained till date
intact. The demerger would have the added advantage of unlocking
shareholder value of the existing stakeholders as well as allow the
metal division to grow faster.
The Board was also presented with a proposal to merge the plastics
business of UIC Corporation Pvt. Ltd. (hereinafter referred as 'UIC'),
an Associate Company, with itself. UIC is engaged in similar business
of reprocessing/recycling plastic materials and has achieved sales of
Rs. 415 Cr. in the current financial year. The merger will provide the
Company with operational synergy as well as a reduction in operational
cost apart from adding to the revenue and profitability of the Company.
The Board was of the opinion that in order to enhance the Company's
focus towards its core business of plastics recycling and increase its
market share, the Company should proceed with the merger as this would
be in line with the overall vision of the company to achieve greater
value for all its stake holders.
Dividend :
Due to drastic reduction in the profitability of the Company, your
Directors have decided not to recommend any dividend for the financial
year ended 31st March, 2014.
Directors and Key Managerial Personnel :
Mr. Nimesh Joshi, Director of the Company has resigned from the Board
with effect from 03rd December, 2013 The Board placed on record its
appreciation for valuable service rendered by him to the Company during
his tenure as Director of the Company.
Mr. Pradeep Soni, Company Secretary and Compliance officer has resigned
from the Company with effect from 14th February, 2014. The Board placed
on record its appreciation for valuable service rendered by him to the
Company during his tenure as Director of the Company.
Director's Responsibility Statement :
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors confirm as under:
a) that in the preparation of annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departures;
b) that the Directors have selected such Accounting policies and
applied them consistently and judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
c) 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, and
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
Management Discussion and Analysis Report :
In Compliance with Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report form
part of the annual report.
Corporate Governance :
In Compliance with Clause 49 of the Listing Agreement with the Stock
Exchange, a detailed Corporate Governance Report forms part of the
annual report.
The requisite certificate from the Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement forms part of
annual report.
Auditor and Auditor's Report :
During the year under review M/s. Sarda Soni Associates, Chartered
Accountants tendered their resignation due to preoccupation and M/s.
Rakesh R. Agrawal & Associates, Chartered Accountants was appointed in
the place of the retiring auditor to held office upto the conclusion of
23rd Annual General Meeting.
The Audit Committee recommends the re-appointment of M/s. Rakesh R.
Agrawal & Associates, Chartered Accountants, as Statutory Auditors of
the Company and accordingly board of directors proposed the
reappointment of said auditors.
As required under the provisions of Sections 139(1) of the Companies
Act, 2013, the Company has obtained a written Certificate from the
above Auditors proposed to be re-appointed to the effect that their
re-appointment, if made, would be in conformity with the limits
specified in the said Section.
The observations of the Auditors in their report, read with the
accounts are self-explanatory and therefore don't require further
explanation.
Audit Committee :
The Company constituted an Audit Committee under Section 177 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement and the
composition of it is given in the Report on Corporate Governance.
Shareholders/Investor Grievance Committee :
The company constituted a Shareholders/Investors Grievance Committee
pursuant to Clause 49 of the Listing Agreement and the composition of
it is as given in the Report on Corporate Governance.
Listing :
The shares of the Company are listed at BSE Limited and company is
consistent in payment of listing fees as prescribed by the Exchange. As
on 31st March, 2014, out of total share capital comprising of 36951970
shares, 35835633 shares i.e. 96.98% of the total capital have been
Dematerialised by investors.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo :
Information in accordance with the provisions of Section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are set
out in Annexure "A" to this report.
Public Deposits :
The Company has not accepted/invited any Public Deposits during the
year under report.
Particulars of Employees :
The Company has no employee in the category specified under Section
217(2A) of the Companies Act, 1956.
Acknowledgements :
Your Board of Directors is pleased to place on record their
appreciation for the cooperation and support extended by all India
financial institutions, Banks, Central and State Government
authorities, Customers, Vendors and Members during the year under
review.
Your Directors also wish to place on record its appreciation for the
valuable services rendered by the executives, staff and workers of the
Company.
For and on behalf of the Board
Sd/-
PANKAJ VALIA
Chairman and Managing Director
Place : Mumbai
Date : 30th May, 2014
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