Your Directors have pleasure in presenting their 33rd Annual Report together with theAudited Accounts and Cash Flow Statements for the year ended 31st March 2017.
The financial results for the year ended 31st March 2017 are summarized below.
| || |
(Rs. in Lakhs)
|Particulars ||2016-17 ||2015-16 |
|Income from operations ||11.66 ||71.02 |
|Gross Profit ||(28.48) ||(125.47) |
|Interest ||56.05 ||98.29 |
|Depreciation ||15.49 ||18.16 |
|Profit/(Loss) before taxation ||(100.02) ||(241.92) |
|Deferred Tax(Liability)/Asset ||- ||- |
|Current tax ||- ||- |
|Net Profit/(Loss)After Taxation ||(100.02) ||(241.92) |
|Balance brought forward ||(1776.01) ||(1534.09) |
|Balance carried to || || |
|Balance Sheet ||(1876.04) ||(1776.01) |
1 . Operations
The Production continued to be suspended during the year under report. The salesreported have been done through existing stocks of finished goods. The Company hasincurred net loss of Rs. 100.02 Lakshs in comparision with net loss of Rs. 241.92 Lakhs inthe previous year.
2. Erosion of Networth :
The Company submitted report to BIFR regarding erosion of networth as on 31.03.2016 inFebruary 2016. In terms of provisions of Sick Industrial Companies (Special Provisions)Act 1985 (SICA).
3. Future Outlook
The Company is exploring options for revival including sale of the undertaking. Theupdate status will be informed to the shareholders.
4. Meetings of the Board of Directors:
During the year ended March 31st 2017 Four Board Meetings were held. The dates onwhich the Board Meetings were held are 30.05.2016 10.08.2016 14.11.2016 and 14.02.2017.
5. Statement on Declaration given by Independent Directors under Section 149(6)
The Independent Directors have submitted declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Section 149(6)
6. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of the following directors namelyKum R Rama Devi and Sri N V S Rao.
Brief description of terms of reference :
a) Carry on the evaluation of every directors performance. b) Formulation ofcriteria for determining qualification positive attributes and independence of aDirector. c) Recommend policy to the Board relating to remuneration of the directors keymanagerial personnel and other employees. d) Devising a policy on board diversity e) Anyother matter as the board may decide from time to time.
Nomination and Remuneration Policy :
The objective of the policy : a) Lay down criteria and terms and conditions with regardto identifying persons who are qualified to become Directors and persons who may beappointed as key managerial persons and to senior management positions. b) To providereward directly linked to their effortperformance dedication and achievement relating tocompanys operations. c) To retain motivate promote talent to ensure long termsustainability of talented managerial persons and create competitive advantage. d)Determine remuneration based on companys size and financial positions and trends andpractices.
7. Particulars of Loans Guarantees and Investments under Section 186
The Company has not given any loan or guarantee or provided any security inconnection with a loan to any other body corporate or person during the financial year.
8. Particulars of contracts or arrangements with related parties referred to inSection 188(1) :
The particulars of contracts or arrangements with related parties referred to Sec188(1) is prepared in Form NO. AOC-2 pursuant to Sec 134(3)(h) of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 and the same is enclosed as Annexure 2to this report.
9. Extract of Annual Return :
The extract of Annual Return is prepared in Form MGT-9 as per the provisions ofCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure -3 to this report.
10. Corporate Governance
The Company has implemented the Corporate Governance Code during the year under report.A detailed report is enclosed and form part of this Annual Report.
11 . Directors Responsibility Statement
The Board of Directors of the Company hereby declares and states that : a) In thepreparation of annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures. b) The Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year 31.03.2017 and of the loss ofthe Company for the period ended 31.03.2017.
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities. d)the Directors have prepared the annual accounts on a going concern basis. e) The Directorshad laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
12. Energy Technology and Foreign Exchange
Additional information on conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed in terms of section 134(M) readwith Companies (Accounts) Rules 2014 ) is as per Annexure-1 hereto and forms part of thisreport.
13. Risk Management Committee :
Risk Management Committee consists of the following Directors :
a) Sri D R S P Raju
b) Sri D V Prudvi Raju
Risk Management Policy :
The Company has taken steps to mitigate the following risks
Raw Material Price :
Ours is a high volume manufacturing industry wherein the main raw material is PP/HDPEgranules which are available indigenously and by imports. The raw materials are subject tofrequent changes as their prices depend on petroleum products. The prices are closelymonitored and depending on the requirement the stocks are maintained.
Competition and price pressure :
Our being a packing industry there are many players and there is severe competition andprice cutting indulged by competitors. Action of one player is followed by other to eitherincrease market share or offer low price to retain the volumes.
Foreign Currency Risks :
The Companys exposure to foreign currency is low. Majority purchase of rawmaterials through domestic market. The export volumes are low. The impact of foreignexchange fluctuation is almost negligible considering the volume of transactions inforeign currency.
14. Statutory Auditors
The Company in terms of Section 139(1) and (2) of the Act 2013 is required to appointstatutory auditors for a term of five consecutive years i.e. from the conslusion of the33rd Annual General Meeting till the conslusion of 38th Annual General Meeing and ratifytheir appointment during the period in every annual general meeting by an ordinaryresolution.
The period for which any firm has held office as auditor prior to the commencement ofthe Act 2013 will be taken into account for calculating the period of five consecutiveyears as per the fourth provision to section 139(2) of the Act 2013 read with Rule 6(3)of the Companies (Audit and Auditors) Rules 2014.
The Company has obtained necessary certificate under Section 141 of the Act 2013 fromthe auditor conveying their eligiblilty for the above appointment. The audit committeeand board reviewed their eligibliltiy criteria as laid down under Secion 141 of the Act2013 and recommended their appointment as auditors for the aforesaid period.
15. Board of Directors
Sri D V Prudvi Raju Director is liable to retire by rotation at this Annual GeneralMeeting and being eligible offers him for re-appointment.
16. Directors and Key Management Personnel who were appointed or have resigned duringthe year
During the year Sri G V S Raju Director of the Company resigned from the Directorshipw.e.f. 01.12.2016
17. Secretarial Audit Report
Copy of the Secreterial Audit Report issued by Sri VBSS Prasad Practicing CompanySecretary (CP No: 4605) for the year under report in Form MR-3 is attached as Annexure-4to this report. There are no qualifications in the Secreterial Audit Report.
18. Particulars of appointment and remuneration of Managerial Personnel :
The statement of particulars of Appointment and Remuneration of Managerial Personnel interms of Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is enclosed as Annexure 5 to this report.
19. Insurance :
All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.
20. Change in nature of Business :
There is no change in the Companies nature of buiness during the financial year ending31.03.2017.
21. Internal Control System and their adequacy :
Considering the size of business and nature of operations and internal control systemsand procedure adopted and reviewed periodically by the Board and Audit Committee theexisting control Systems are adquate.
22. Significant and Material orders passed by Regulators : No such orders have beenreceived during the year under report.
Material changes and commitments :-
There are no material changes and commitments in the business operations of the Companyduring the year under report except that the production continues to remain suspendedsince 15th July 2014.
23. Policy on Sexual Harrasment:
The Company has no women employee in the employment of the Company. The Company is inthe process of framing and formulating policy on sexual harassment at workplace inaccordance with Sexual Harassment of Women at workplace (Prevention prohibition andRedressal) Act 2013. During the year under report the Company has not received anycomplaints pertainging to Sexual Harassment.
The board has expressed its gratitude to the State Bank of Hyderabad variousdepartments of State and Central Government customers vendors and shareholders for theirvaluable support to the company staff and employees
| ||On behalf of the Board. |
| ||for DECCAN POLYPACKS LIMITED |
|Place : Hyderabad ||D V. Prudvi Raju |
|Date:30.05.2017 ||Whole Time Director |