| TO THE MEMBERS - MANJUSHREE TECHNOPACK LIMITED
The Directors have the pleasure of presenting the Twenty Eighth Annual
Report of the Company together with the Audited Financial Statements
for the year ended 31st March, 2015.
1. RESULTS OF OUR OPERATIONS
(Rupees in lakhs except stated otherwise)
Particulars As on As on
31st March, 2015 31st March, 2014
Turnover- Domestic 54,868.45 47,327.29
- Exports 7,207.42 5,126.98
Total Turnover 62,075.87 52,454.27
Less - Cost of Sales
Excise Duty 9,620.78 8,685.48
(Increase) / Decrease in Stocks 3,108.28 (5,952.38)
Materials Consumed 29,111.58 31,866.94
Other Expenditure 7,013.66 6,709.55
Sub Total 48,854.30 41,309.59
Gross Profit 13,221.57 11,144.68
Administrative and Selling Expenses 1,910.44 1,399.01
Operating Profit 11,311.13 9,745.67
Interest and Financial Charges 1,994.49 2,167.45
Depreciation / Write Offs 4,725.47 4,303.74
Profit after Interest and
Depreciation 4,591.17 3,274.48
Other income 351.03 655.14
Profit before tax 4,942.20 3,929.62
Provision for Taxation 1,967.14 1,314.35
Deferred Tax (Provision)/Write Back (501.48) (23.34)
Net Profit after Tax 3,476.54 2,638.61
Proposed Dividend for the year
(including taxes) - 160.61
Retained Surplus 3,476.54 2,478.00
Add: Surplus brought forward
from previous year 9,386.39 6,908.39
Less: Transfer to General Reserve - -
Net Surplus carried to Balance Sheet 12,862.93 9,386.39
Paid-up Equity Share capital
(FV Rs.10 per Equity Share) 1,354.77 1,354.77
Reserves and Surplus (excluding
revaluation reserves) 16,899.30 13,421.71
Weighted Average EPS(Rs.) 25.66 19.48
Book Value per share (Rs.) 134.87 109.20
Your Company had another year of splendid performance and has
maintained its record of increasing growth and profits year after year.
The gross turnover for FY 2015 was higher at Rs. 62,076 Lakhs (2014 -
Rs.52,454 Lakhs) registering an increase of 18%. The gross profit
during FY 2015 was Rs.13, 222 Lakhs (2014 - Rs.11,145 Lakhs) reflecting
an increase of 18.64%, while the operating profit showed a jump of
16.06% to Rs.11,311 Lakhs (2014 - Rs.9,746 Lakhs). The profit before
tax during FY 2015 was also higher at Rs.4,942 Lakhs (2014 - Rs.3,930
Lakhs) recording an increase of 25.75%. After provision for taxation,
the net surplus amounted to Rs.3,477 Lakhs (2014- Rs.2,639Lakhs)
resulting in a fully diluted EPS of Rs.25.66 (2014 - Rs.19.48)
The notes on accounts referred to in Auditors' Report are
self-explanatory and do not call for any further comments.
1. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments between the end of the
Financial Year and the Date of the Report, which affect the financial
position of the Company.
2. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There were no changes in the nature of business during the year under
review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules,
2014.
3. DIVIDEND:
Your Directors recommend a dividend @ Re 1 per Equity Share of Rs 10/-
each, being 10% (involving an outflow of Rs.162.56Lakhs including
dividend tax) which will be paid subject to approval by Shareholders in
the Annual General Meeting, to the members whose names appear in the
register of members on 4th Sep 2015.
The dividend payout for the year under review has been formulated in
accordance with the Company's policy of striving to pay stable dividend
linked to long term performance, ongoing expansion programs and need to
plough back profits for future growth.
4. AMOUNTS TRANSFERRED TO RESERVES:
The Board has not proposed to transfer any amount to its reserves.
5. CHANGES IN SHARE CAPITAL, IF ANY:
There is no increase or decrease in the Authorized or Issued Capital of
your Company.
6. BOARD MEETINGS:
The Meetings of the Board are held at regular intervals with a time gap
of not more than 120 days between two consecutive Meetings. Additional
Meetings of the Board of Directors are held when necessary. During the
year under review Six (6) Meetings were held on 21.05.2014,11.08.2014,
27.10.2014,12.11.2014, 14.02.2015 and 20.03.2015.
The Agenda of the Meeting is circulated to the Directors in advance.
Minutes of the Meetings of the Board of Directors are circulated
amongst the Members of the Board for their perusal.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year Mr. Sunish Sharma was appointed as a Nominee Director
of your Company and Mr. Vimal Kedia, Mr. Surendra Kedia, Mr. Rajat
Kedia and Mr. Ankit Kedia were reappointed as Whole Time Directors of
your Company.
In accordance with the Articles of Association and Companies Act, 2013,
Mr. Rajat Kedia who retires from office by rotation and being eligible,
offer himself for reappointment.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
9. DECLARATIONS FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declarations from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence laid down in Section 149(6). The same is attached to
this Report as Annexure I.
10. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of Annual Return in MGT- 9 is annexed to this report
as Annexure-ll.
11. COMPOSITION OF COMMITTEES:
Following are the composition of various Committees:
i) Composition of Audit Committee:
1. Mr. G. Vamanacharya - Chairman
2. Mr. N K Sarawgi - Member
3. Mrs. Maya Agarwal - Member
ii) Composition of Nomination and Remuneration Committee:
1. Mr. G. Vamanacharya - Chairman
2. Mr. N K Sarawgi - Member
3. Mrs. Maya Agarwal - Member
iii) Composition of Stakeholders Relationship Committee:
1. Mr. G. Vamanacharya - Chairman
2. Mr. Surendra Kedia - Member
3. Mr. Vimal Kedia - Member
12. AUDITORS:
The Auditors, Messrs Singhvi, Dev & Unni, Chartered Accountants
(registered with ICAI (Firm Registration No.003867S), retire at the
ensuing Annual General Meeting and, being eligible, offer themselves
for reappointment for a period of Five year from the conclusion of this
Annual General Meeting [AGM] till the conclusion of next AGM, i. e 2020
AGM.
13. SECRETARIAL AUDIT REPORT:
Secretarial audit report as provided by Mr. Vijayakrishna K.T
Practicing Company Secretary in the form of MR-3 is annexed to this
Report as Annexure III.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. Statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in accordance with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rule, 1988 as follows:
15. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:
Statement pursuant to sub rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
There are no employees posted and working in a country outside India,
not being Directors or relatives, drawing more than sixty lakh rupees
per financial year or five lakh rupees per month as the case may be.
Therefore statement/disclosure pursuant to Sub Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not required to be circulated to the members.
16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company is following adequate Internal Financial Controls with
reference to the Financial Statements.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan, guarantees and not invested its
funds during the period of review; hence, the compliance under the
provision of Section 186 of the Companies Act, 2013 does not arise.
18. CORPORATE SOCIAL RESPONSIBILTY POLICY :
During the year, your Directors have constituted the Corporate Social
Responsibility and Governance Committee (CSR&G Committee) comprising
Mr. Narendra Kumar Sarawagi (Independent Director) as Chairman and Mr.
Vimal Kedia, Mr. Surendra Kedia as other members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities. The details of CSR expenditure is annexed to this
report as Annexure IV.
19. RELATED PARTY TRANSACTIONS :
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. Web link for the same is
www.manjushreeindia.com and also Particulars of Contracts or
Arrangements with Related parties referred to in Section 188(1) in Form
AOC- 2 annexed to this report as Annexure V.
20. DETAILS RELATING TO DEPOSITS :
Your Company has not invited/accepted/renewed any deposits from the
public as defined under the provisions of Companies Act, 2013 and
accordingly, there were no deposits which were due for repayment on or
before 31st March, 2015.
21. MANAGEMENT DISCUSSION AND ANALYSIS:
An Annexure to this Report contains a detailed Management Discussion
Analysis, which, inter-alia covers, the following aspects of Company's
operations and prospects:
- Industry Structure and Development;
- Opportunities and threats, risks and concerns;
- Internal Control Systems and their adequacy;
- Human Resources and Industrial Relations;
- Discussion on financial performance with respect to operational
performance;
- Outlook for the future.
22. RISK MANAGEMENT:
Your Company has a well-structured risk management system. An efficient
management team identifies various risks and takes necessary mitigation
action against the same.
23. INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets.
24. EVENT BASED DISCLOSURES:
Subsequently, the shares were delisted from all the Stock Exchanges and
as of this stage your Company is not a Listed Company.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in Company's premises
through various interventions and practices. The Company always
endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
A policy on Prevention of Sexual Harassment at Workplace has been
released by the Company. The policy aims at prevention of harassment
of employees and lays down the guidelines for identification, reporting
and prevention of undesired behavior. Three member Internal Complaints
Committee (ICC) was set up from the senior management with women
employees constituting majority. The ICC is responsible for redressal
of complaints related to sexual harassment and follows the guidelines
provided in the Policy.
No complaints pertaining to sexual harassment was reported during the
year.
26. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBNUALS
IMPACTING GOING CONCERN STATUS OF COMPANY:
No order was passed by any court or regulator or tribunal during the
period under review which impacts going concern status of the Company.
27. FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014):
No case or instance of fraud was reported to the Audit Committee during
the year under report.
28. ACKNOWLEDGEMENTS:
The Directors wish to place on record their sincere gratitude for the
co-operation, guidance, support and assistance provided during the year
by its Bankers, Registrars and Industries Dept. of Govt, of Karnataka,
Local Authorities, Suppliers, Contractors, Customers and Vendors. Your
Directors also wish to express their deep sense of appreciation for the
dedicated services rendered by the staff at all levels towards its
successful operations. The Directors also thank the shareholders of the
Company for reposing their faith in the Company and for giving their
dedicated and ever- willing support towards taking the Company forward
on the path of progress and growth.
Bangalore, for and on behalf of the Board
21st July 2015 Vimal Kedia Surendra Kedia
Managing Director Executive Director |