| Dear Members,
The Directors are pleased to present herewith the 23rd Annual Report
on the business and operations of the Company and the Audited Accounts
for the year ended 31st March 2015.
1. Financial Results and Operations
The summarized financial results for the year ended 31st March 2015 as
compared with the previous year are as under:
Rs. In Lakhs
S. Particulars For the Year For the Year
No 2014-15 2013-14
a. Sales 3431.31 3046.07
b. Profit before Interest,
Depreciation & Tax 164.50 54.13
c. Less:lnterest 95.44 101.84
d. Less: Depreciation 48.94 77.87
e. ProfitbeforeTax 20.12 19.36
f. Less:ProvisionforlncomeTax 4.12 7.95
g. Add: Deferred Tax 33.72 5.85
h. Less: MAT Credit Entitlement 0 4.80
i. Net Profit 49.72 12.46
The Net Sales for the year ended 31st March, 2015 is Rs. 3431.31 lakhs,
as against Rs. 3046.07 lakhs for the previous corresponding year. The
Profit Before Tax is Rs. 20.12 lakhs as against Rs. 19.36 lakhs for the
previous year showing a Marginal Increase of about 3%.
The Company has two major polymer operations i.e., HDPE/PP WOVEN
SACKS/FABRICS and PLASTIC MOULDED INDUSTRIAL ACCESSORIES. Both segments
have different business environment, require different technical
expertise, have separate market and product profile.
As the members were already informed that the Board of Directors have
reviewed the operations of HDPE/PP Woven Sacks Segment / Division and
was of the view that the division was incurring losses due to
fluctuation of raw material prices, stiff competition, change in
technology and insolence of existing plant. The unit specifically
caters and dependent on Cement Industry and the market conditions were
not very favourable to the Cement Industry. The HDPE unit was incurring
losses since quite some time and was facing bigger challenges in terms
of sale of products, realization of sale proceeds in time. For better
performance, the unit requires Modernization of Plant and Machinery by
replacement of Existing machinery, induction of new products in the
division and expansion of the market which requires infusion of
substantial amount of capital investment as well as working capital
funds. The Board was of an opinion that further investment would not be
viable at the given rates of interest as there was no hope for revival
of the industry in the near future considering the present market
scenario.
Therefore the Board recommended to close the operations and
sell/transfer the entire plant & machinery, land & Buildings of HDPE
Unit of the company as a going concern or separately.
The members have accorded their approval u/s 180(l)(a) on 25th June,
2015 for sale/transfer of the entire plant & machinery, land &
Buildings of HDPE Unit of the Company as a going concern or separately
by way of special resolution, through Postal Ballot. The company
discontinued operations of the HDPE Unit w.e.f May 2015.
2. Dividend
Your Directors considered it prudent to conserve the resources of the
Company to sustain its future growth and as such have not recommended
any dividend for the year.
3. Fixed Deposits
The Company has not accepted any fixed deposits from the public and no
amount of principal or interest on public deposits was outstanding as
on the balance sheet date within the meaning of section 73 and 74(1) of
the Companies Act, 201 3 read with Rule 2(c) of Companies (Acceptance
of Deposits) Rules, 2014.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending
31.03.2015.
5. Board of Directors
Relevant information on composition of the Board and number of meetings
is provided in 'Board of Directors' section of Corporate Governance
Report which forms part of this Annual Report.
In accordance with the requirements of the Companies Act, 2013 and the
Articles of Association of the Company Shri. Pankaj Goel, Managing
Director and Shri. Paras Goel, Jt Managing Director retires by rotation
and offers themselves for re-appointment. Your Board of Directors
recommends their reappointment. Their brief profile has been provided
elsewhere in this Annual Report.
During the year, Smt. Nita Goel (DIN : 00014507) has been appointed as
an Additional Director in the capacity of a Non-Executive, Non
Independent, Women Director. Pursuant to the provisions of Section 161
of the Companies Act, 2013, Smt. Nita Goel shall hold office up to the
date of the ensuing Annual General Meeting of the Company. Considering
her experience and expertise, your Board recommends her appointment as
Women Director of the Company.
Shri. Sandeep Gupta (DIN: 02588337) has been appointed as an Additional
Director in the capacity of an Independent Director, on 10.08.2015 who
shall hold office up to the date of the ensuing Annual General Meeting
of the Company. Considering his varied experience and expertise, your
Board recommends his appointment as an Independent Director of the
Company for a period of 5 years.
Their brief profile has been provided elsewhere in this Annual Report.
Statement on Declaration given by Independent Directors under
sub-Section (6) of Section 149
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of Independence as
provided in sub-section (6).
6. Evaluation of the Board's Performance.
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the performance evaluation of the Board and of its
Committees was carried out during the year under review. More details
on the same is in the Corporate Governance Report.
7. Familiarization Program for Independent Directors
The company has formulated a familiarization program for the
Independent Directors to provide insights into the company to enable
the Independent Directors to understand its business in depth and
contribute significantly to the company.
8. Nomination and Remuneration Policy
The company follows a policy on remuneration of Directors and Senior
Management Employees. The policy is approved by the Nomination and
Remuneration Committee and the Board. More details on the same are
given in the Corporate Governance Report.
9. Director's Responsibility Statement
In accordance with clause (c) of sub-section 3 of section 134 of the
Companies Act, 2013, the Directors of the Company state:
a. That in the preparation of the accounts for the financial year
ended 31st March 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
b. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
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, 2013 for safe guarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. That the Directors have prepared the accounts for the financial
year ended 31st March 2015ona 'going concern basis'.
e. That the directors have laid down internal financial controls to be
followed by the company and that such financial controls are adequate
and operating effectively.
f. The Directors had devised proper systems to ensure Compliance with
the provisions of all applicable Laws, and that such systems were
adequate and operating efficiently.
10. Auditors
a) Statutory Auditors
The Statutory Auditors of the company M/s Luharuka & Associates,
Chartered Accountants, Hyderabad (Firm Reg. No. 01882S), retire at the
ensuing Annual General Meeting and are eligible for re-appointment.
Your company has received intimation to the effect that, proposed
reappointment if made, would be within the prescribed limit under
Section 141 of the Companies Act 2013 and also in compliance with the
requirements of the Listing Agreement regarding Peer Review. They have
confirmed their willingness to accept office, if re-appointed.
The Board based on the recommendation of the Audit Committee,
recommends the appointment of M/s. Luharuka & Associates, Chartered
Accountants as Statutory Auditors of the Company.
The Auditors' Report to the Shareholders for the year under review does
not contain any Qualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit
Committee have re-appointed Shri Suresh Chand Agarwal, Chartered
Accountant, as the Internal Auditor of your Company. The Internal
Auditor is submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed M/s. A.S Ram Kumar & Associates, Company
Secretary in Practice, to carry on the Secretarial Audit under the
provisions of section 204 of the Companies Act, 2013 for the financial
year 2014-15. The Report of the Secretarial Auditor is annexed to this
report as Annexure-A. With respect to the observation made in the
Secretarial Audit Report regarding the inadequate number of Independent
Directors, due compliance in the Board composition was achieved on
10thAugust, 2015 and the default was on account of appointment of a
Non-Independent, Women director as on 30/03/2015, to comply with the
provisions of Companies Act, 2013 and Listing Agreement.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration, which
requires disclosure under section 197 of the Companies Act, 2013 read
with Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Company has 70 employees, as permanent employees on rolls of the
company.
12. Corporate Governance
As per revised Clause 49 of the Listing Agreement on Corporate
Governance, the company has complied with the Corporate Governance
requirements under Companies Act, 2013 and as stipulated under the
Listing Agreement with the Stock Exchanges. A separate section on
Corporate Governance under the Listing Agreement, along with a
certificate from the auditors confirming the compliance forms part of
this Report.
13. Risk Management Policy
The company has instituted a proper mechanism for identifying and
establishing controls to effectively manage different kinds of risks.
At present the threats, risks and concerns being felt are stiff
competition in the market, consolidation of manufacturers, who have
branded products and fluctuations prices as well as availability of raw
materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of Clause 49 of Listing Agreement, a report
on Management Discussion & Analysis is herewith annexed as Annexure -B
to this report.
15. Whistle Blower Policy
The company has in place a Whistle Blower Policy for Vigil Mechanism
for Directors and Employees to report to the Management about unethical
behaviour, fraud, violation of Company's Code of Conduct. None of the
personnel has been denied access to the Audit Committee..
16. Declaration about Compliance with Code of Conduct by Members of the
Board and Senior Management Personnel
The company has complied with the requirements about the Code of
Conduct for Board members and Senior Management Personnel.
17. Disclosure under the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013
The company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainee) are covered under the
Policy. The following is a summary of sexual harassment complaints
received and disposed off during each year:
a) No. of Complaints Received : NIL
b) No. of Complaints Disposed off : NIL
18. Conservation of Energy, Technology Absorption, Foreign Exchange
Earning and Outgo
Particulars pursuant to the provisions of Section 134 of Companies Act,
2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in
the Annexure- C to this report.
19. Disclosures under the Companies Act, 2013
i. Extract of Annual Return
An extract of Annual Return prepared in accordance with section 92(3)
of the Companies Act, 2013 in Form MGT-9 is annexed as Annexure - D to
this Report.
ii. Number of Board Meetings
The Board of Directors met Five (5) times during the year 2014-15. The
details of Board Meeting and attendance of Directors is provided in the
Corporate Governance Report, which forms a part of this Report.
iii. Change in Share Capital
There was no change in Share Capital during the year 2014-15.
iv. Composition of Audit Committee.
The Board has constituted the Audit Committee, comprising of Shri. T.
Prasad Reddy, as the Chairman, Shri Ishoo Narang and Shri. Manohar
Ramavat as the members of the committee. More details on the Committee
are given in the Corporate Governance Report, which forms a part of
this Report.
v. Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and
are in compliance of the Companies Act, 2013 and the Listing Agreement.
There are no materially significant related party transactions made by
the company with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict with the interest of the company at
large.
All Related Party Transactions are presented to the Audit Committee and
the Board. Approval is obtained for transactions which are foreseeable
and repetitive in nature. A statement of all Related Party Transactions
is presented before the Audit Committee on quarterly basis, specifying
the nature, value and terms and conditions of the transactions.
vi. Loans/ Guarantees/ Investments under section 186 of Companies Act,
2013
No Loans/ Guarantees/ Investments under section 186 of Companies Act,
2013 have been made during the year, 2014-15.
20. Significant and material orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators or
Courts which would impact the going concern status of the Company and
its future operations.
21. Human Resource
Your company considers its Human Resources as the key to achieve its
objectives. Keeping this in view, your company takes utmost care to
attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher
levels of performance. The unflinching commitment of employees is the
driving force behind the company's vision. Your company appreciates the
spirit of its dedicated employees.
22. Acknowledgements
Your Directors wish to express their appreciation for the cooperation
and continued support received from the Industrial Development Bank of
India, the Company's Bankers. Your Director's also take this
opportunity to place on record their appreciation for the dedicated
services rendered by the executives, managers, officers, employees and
workers for the dedication and sense of commitment shown by the
employees at all levels and their contribution towards the performance
of the Company.
By Order of the Board
Place : Secunderabad Sd/-
Date : 10.08.2015 Baburam Goel
Chairman
(DIN 00012924)
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