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Deccan Polypacks Ltd.

BSE: 531989 Sector: Industrials
NSE: N.A. ISIN Code: INE132E01015
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VOLUME 100
52-Week high 5.63
52-Week low 3.50
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Mkt Cap.(Rs cr) 0.74
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Deccan Polypacks Ltd. (DECCANPOLYPACKS) - Director Report

Company director report

Your Directors have pleasure in presenting their 32nd Annual Report together with theAudited Accounts and Cash Flow Statements forthe year ended 3 la March 2016.

The financial results for the year ended 31st March 2016 are summarized below.

(Rs. in Lakhs)
Particulars 2015-16 2014-15
Income from operations 71.02 183.27
Gross Profit (125.47) (1369.01)
Interest 98.29 145.12
Depreciation 18.16 21.86
Profit/(Loss) before taxation (241.92) (1535.99)
Deferred Tax(Liability)/Asset (18.66)
Current tax
Net Profit/(Loss)After Taxation (241.92) (1554.65)
Balance brought forward 1534.09) 20.56
Balance carried to Balance Sheet (1776.01) (1534.09)

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.241.92 Lakhs in comparison with net loss of Rs. 1554.65 Lakhs inthe previous year.

2. Erosion of Networth:

The Company has submitted report to BIFR regarding erosion of net worth as on31.03.2016 in February 2016 n i terms of the 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 t o the shareholders.

4. Disclosure as per Listing Agreement:

Clause 43:

The Company's shares are listed on the Bombay Stock Exchange Ltd. P J Towers DalaiStreet Fort Mumbai. It is further informed that the listing fees for the years 2015-2016and 2016-2017 has not been paid to the exchange due to shortage of funds and stoppage ofoperations.

5. Meetings of the Board of Directors:

During the year ended March 31" 2016 Five Board Meetings were held. The dates onwhich the Board Meetings were held are 29.05.2015 14.08.2015 29.08.2015 13.11.2015 and13.02.2016.

6. 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)

7. Nomination and Remuneration Committee

The Nominatiori and Remuneration Cpmmittee consists of thefoliowing directors namelySri K Gopal(resigned on 18.01.16)'Sri N S B Reddy( resigned on 29.05.15) Sri N V S Raoand Kum R Rama Devi ( Appt. as on 13.02.2016)

Brief description of terms of reference:

a) Carry on the evaluation of every director's performance.

b) Formulation' of criteria for determining qualification positive attributesandindependence of a Director.

c) Recommend policy to the Board relating to remuneration of the directors keymanagerial personnel and other employees.

d) Devising a policy oh board diversity

e) Any other 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 regard to identifying persons whoare qualified to become Directors and persons who may be appointed as key managerialpersons andto senior management positions.

b) To provide reward directly linked to their effortperformance dedication andachievement relating to company's operations.

c) To retain motivate promote talent to ensure long term sustainability of talentedmanagerial persons and create competitive advantage.

d) Determine remuneration based on company's size and financial positions and trendsand practices.

8. 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.

9. 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 asAnnexure -2 to thisreport.

10. 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.

11. Corporate Governance

The Company has implemented the Corporate Governance Code during the year underreport.Adetailed report is enclosed and forms part of this Annual Report.

12. Directors Responsibility Statement

The Board of Directors of (he Company hereby declares and states that:

a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year31.03.2016 and of the loss of the Company for the period ended 31.03.2016

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 Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively. -

13. 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.

14. Risk Management Committee:

Risk Management Committee consists of the following Directors:

a) Sri K Gopal (Resigned on 18.01.2016)

b) Sri D R S P Raju

c) Sri DV 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 o t eitherincrease market share or offer low price to retain the volumes. -

Foreign Currency Risks:

The Company's exposure to foreign currency is low. Majority purchase of raw materialsthrough domestic market. The export volumes are low. The impact of foreign exchangefluctuation is almost negligible considering the volume of transactions in foreigncurrency.

15. Statutory Auditors

At the Annual General Meeting held on 29*December 2015 M/s. BhaskaraRao& Co.Chartered Accountants were appointed as statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2018. Interms of 1"proviso to section 139(1)of the Companies Act 2013 the appointment ofauditors shall be placed forratification at every Annual General Meeting. Accordinglyappointment of M/s. BhaskaraRao& Co. Chartered Accountants is placed for ratificationby shareholders. In the regard the Company has received acertificate from theAuditors tothe effect if they are appointed it will be in accordance with the provisions of Section141 of the Companies Act 2013

16. Board of Directors

Sri D R S P Raju Director is liable to retire by rotation at this Annual GeneralMeeting and being eligible offers him for re-appointment. Re-appointment of Sri G V SRaju Director (Commercial) is proposed at the ensuingAnnual General Meeting since histerm expired on 30.09.2016

17. Directors and KeyManagement Personnel who were appointedor have resigned during theyear

Sri D R S P Raju.has been appointed as Director of the Company on 29*December 2015 andKumR Rama Devi was appointed as Independent Women Director of the Company on 29* December2015.

During the year Sri N S B Reddy and Sri K Gopal Directors of the Company resigned fromthedirectorships.

18. SecretarialAudit Report

Copy of the report of Sri V.B.S.S Prasad Practicing Company Secretary (CP No : 4605)for trie year under report in Form MR-3 is attached as Annexure 4 to this report. Thereare no qualifications in the Secretarial Report.

19. Particulars of appointment and remuneration of Managerial Personnel:

The statement of particulars of Appointment and Remuneration of Managerial Personnel interms of Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel )Rules 2014 is enclosed as Annexure 5 to this report.

20. Insurance: .

All properties and insurable interests of the Company including building plant andmachinery and stocks have been fully insured.

21. Change in nature of Business:

There is no change in the Companies nature of business during the financial year ending31.03.2016 except that the production / operations continues to be suspended since 15thJuly 2014.

22. 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 andAudit Committee theexisting control systems are adequate.

23. Significant and Material'orders passed by Regulators:

No such orders have been received during the year under report.

Material changes andcommitments:-

There are no material changes and commitments in the business operations of the Companyduring theyear under report except that the production continues to remain suspended since15th July 2014.

24. 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 and Redressal) Act2013. During the year under report the Company has not received any complaints pertainingtoSexual Harassment.

25. Acknowledgements

Board expresses its grateful thanks tothe State Bank of India State Bank of Hyderabadvarious departments Central Government customers vendors d an 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
bate:30.05.2016 Whole Time Director

ANNEXURE-1

Desclouser of particulars with respect to Conservation of Energy TechnologyAbsorptionand Foreign Exchange Earnings and out go as required under section 134(M) read withCompanies (Accounts) Rules 2014.

A. Conservation of Enegy

Conservation of energy continues to be accorded high priority. The Company conductsin-house study at regular intervals n i respect of energy consumption and formulates.operational systems to minimize power consumption.

B. Technology Absorption

The Company has not obtained any imported technoogy. The company has trained itspersonnel in the equipment suppliers works to absorb the technology.

C. Foreign Exchange Earnings and Outgo:

Current Year Previous Year

Rs.

Rs.
1. Foreign Exchange earning
2. Foreign Exchange used for Import of raw material

-

-

ANNEXURE-2 

Particulars of contracts or arrangements with related parties referred to under section188(1) of the panies Act2013

S.No. Details of related Transactions Material terms and value Manner of determining the pricing and other Commercial terms of the contract
1. ICD &Advances received Vayhan coffee Limited Associate Company. 5500000 -
2. ICD & Advances received DCL Chemplast Limited Associate Company 51390000 -
3. ICD & Advances receivied DSL Finance & Gosthani Associate Company 4941000
4. Loans from others
5. Unsecured Loans from Directors & KMP 46633450 -.

ANNEXURE-4 '

SECRETARIALAUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

CIN-No. L24134TG1984PLC005215

FORMNO.MR.3

Pursuant to Section 204 (1) of the Companies Act 2013 and the Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

To .

The Members

M/s. DECCAN POLYPACKS LIMITED

Hyderabad. '

1. We have conducted Secretarial Audit pursuant to Section 204 of the Companies Act2013on the compliance of applicable Statutory Provisions and the adherence to goodcorporate practices by M/s. DECCAN POLYPACKS LIMITED (hereinafter called as"the Company"). Secretarial Audit was conducted in a manner that provided usa reasonable basis for evaluating the corporate conducts / statutory compliances andexpressing our opinion thereon.

2. The company is engaged in the manufacture of polythene bags.

3. Based on our verification of the books papers minutes books forms returns filedand other records maintained by the Company and also the information and according to theexaminations carried out by us and explanations furnished and representations made to usby the company its officers agents and authorised representatives during the conduct ofSecretarial Audit we hereby report that in our opinion the Company has during the AuditPeriod covering the Financial Year ended 31st March; 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.

4. We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. DECCAN POLYPACKS LIMITED (hereinafter called as"the Company") for the financial year from lsl April 2015and ended with31" March 2016 ("Audit Period") according to the provisions of:

i) The Companies Act 1956 (to the extent applicable) and the Companies Act 2013 (theAct) and the Rules made there under;

ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules made thereunder;

iii) The Depositories Act 1996and the Regulations and bye-laws framed there under;

iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of foreign Direct Investment Overseas Direct Investment and externalCommercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of InsiderTradingfRegulations 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

d) The Securities and Exchange Board of India (Employee Stock Option Scheme) Guidelines1999.

e) The Securities and Exchange BoaM of India (Issue and Listing of Debt Securities)Regulations 2008.

f) The Securities and Exchange Board of India (Registrars to an issue and sharetransfer agents) Regulations1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

h) The Securities and Exchange Board of India (buyback of Securities) Regulations1998;

i) The following other laws as specifically applicable in the view of the Management.

(i) Income Tax act 1961

(ii) Central Sales Tax Act 1956

(iii) Telangana& Andhra Pradesh Value Added Tax

(iv) The payment of bonus Act 1965

(v) Telangana& Andhra Pradesh Tax on Professions Trades Callings and EmploymentsAct 1987

(vi) Customs Act 1962 .

(vii) Finance Act1994 (Service Tax)

(viii) Factories Act 1948

(ix) Industrial Disputes Act 1947

(x) Minimum Wages Act 1948 '

(xi) The Payment of Gratuity Act 1972

(xii) The Payment of Wages Act 1936

(xiii) The Maternity Benefit Act 1961 (xiv) A.P Shops & Establishment Act 1988

(xv) The National and Festival Holidays Act 1963

(xvi) The Employees Provident fund and Miscellaneous provisions act 1952

(xvii) The Employment Exchanges (Compulsory Notification of Vacancies) Act 1956.

The Company totally shutdown onlSth July 2014 and there are no employees. Theinformation was given to BSE on 02nd August 2014.The net worth of the company was totallyeroded and report was submitted to BIFR on 25-02-2016.

Hence several Industrial and Labour Laws are not applicable. Applicable Statutoryprovisions have been veriffed and found satisfactory.

5. We have also examined compliance of: a. the applicable Clauses of the ListingAgreements entered into by the Company with the BSE Limited b. The applicable regulationsof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and c. the applicable Secretarial Standards

6. We further report that during the period under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines etc. Mentioned above. Howeverplease note for the Audit period:

(i) SEBI (ICDR) Regulations 2009 are not applicable as there being no further issuesof any securities

(ii). SEBI (ESOS & ESOP) Guidelines 1999 are not applicable as there being noschemes of the Company under the said Guidelines

(iii) SEBI (Issue and Listing of Debt Securities) Regulations 2008 are not applicableas there being no debt securities which are listed on any of the recognized stockexchange.

(iv) SEBI (Delisting of Equity Shares) Regulations 2009 are not applicable as therebeing not instances of delisting of equity Shares.

(v) SEBI (Buyback of Securities) Regulations 1998 are not applicable as there beingno instances of buy-back of shares

(vi) The compliance of other specific applicable laws as listed in 4 (V) (i) abovewere relied on the basis of representations and compliance certificates issued by theManaging director compliance officers and other officials of respective / concernedDepartments of the company.

7. We further report that:

a. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecompositions of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the act.

b. Adequate Notice is given to all the Directors to Schedule the Board Meetings agendaand detailed notes on agenda were sent at least 7 days in advance. -

c. There exists a system for seeking and obtaining further information andclarifications on the agenda items before the meeting and meaningful participation at themeeting.

d. Majority decision is carried through and there were not instances of dissentingmembers in the Board of Directors.

^ e. It is also noted that the Company has an Internal Audit System to constantlymonitorrthe process for efficient compliances.

.f Required forms were filed with MCA additional fee paid wherever required.

8. We further report that there exist adequate systems and processes in the Companythat commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

9. We further report that during the audit period there were no specific events /actions having a major bearing on the company's affairs in pursuance of the above referredlaws rules regulations guidelines standards etc. referred to the above.

VBSSPRASAD
COMPANY SECRETARY
Place: Hyderabad NO' F4139 M
Date: 25/05/2016 CP NO: 4605

Annexure to the Secretarial Audit Report

To

The Members

M/s. DECCAN POLYPACKS LIMITED Hyderabad.

Our Secretarial Audit Report of e*ven date is to be read along with this letter:

1. It is the responsibility of the management of the Company to maintain Secretarialrecords devise proper systems to ensure compliance with the provission of all applicableloss and regulation and to ensure that the systmes are adequate and operate effectively.

2. Our responsible is to express an opinion on these Secretarial records Standars andprocedures followed by the Company with respect to secretarial complaince.

3. We believe that audit evidence information obtained from the company's Management isadequate and appropriate for us to provide a basis for our opinion. • .

4. Whereever required we have obtained the management's representations about thecomplaints of laws rules and reguTations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedaffairs of the Company

V B S S PRASAD
COMPANY SECRETARY
Place: Hyderabad M.NO: F4139
Date: 25/05/2016 CP NO: 4605

Annexure - 5

The statement of particulars of Appointment and Remuneration of Mangerial Personnel interms of Rules 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014is enclosed as Annexures 5 to this report.

Name of the Employee Age Designation Qualification & Experience Date of Commencement of employment Remuneration Particulars of last employment
Sri G V S Raju 52 Director (Commercial) B. Com MCA 01.10.2000 Rs.960000/- N/A
Sri D V Prudvi Raju 33 Whole Time B.Com 08.02.2012 Rs. 960OOOA N/A