Your Directors are pleased to present herewith the 24 Annual Report on the business andoperations of the Company and the Audited Accounts for the year ended 31st March 2016.
1.Financial Results and Operations
The summarized financial results for the year ended 31st March 2016 as compared withthe previous year are as under:
| || ||Rs. In Lakhs |
|S.No Particulars ||For the Year 2015-16 ||For the Year 2014-15 |
|a. Sales ||787.83 ||3431.31 |
|b. Profit before Interest Depreciation & Tax ||42.66 ||164.50 |
|c. Less: Interest ||94.75 ||95.44 |
|d. Less: Depreciation ||42.40 ||48.94 |
|e. Profit before Tax ||(94.49) ||20.12 |
|f. Less: Provision for Income Tax ||0 ||4.12 |
|g. Add: Deferred Tax ||8.41 ||33.72 |
|h. Less: MAT Credit Entitlement ||0 ||0 |
|i. Net Profit ||(102.90) ||49.72 |
The Net sales for the year ended 31st March 2016 is Rs. 787.83 lakhs as against Rs.3431.31 lakhs for the previous corresponding year. The Profit/Loss before Tax is r (94.49)lakhs as against Rs. 20.12 lakhs for the previous year showing a fall in the profit of theCompany.
The Company has two major polymer operations i.e. HDPE/PP WOVEN SACKS/FABRICS andPLASTIC MOULDED INDUSTRIAL ACCESSORIES PET BOTTLES & DIFFUSERS. Both segments havedifferent business environment require different technical expertise have separatemarket and product profile.
As the members were already informed that the Board of Directors have reviewed theoperations of HDPE/PP Woven Sacks Segment / Division and was of the view that the divisionwas incurring losses due to fluctuation of Raw Material Prices Stiff Competition changein technology and insolence of existing plant. The unit specifically caters and dependenton Cement Industry and the market conditions were not very favorable to the CementIndustry. The HDPE unit was incurring losses since quite some time and was facing biggerchallenges in terms of sale of products realization of sale proceeds in time. For betterperformance the unit requires Modernization of Plant and Machinery by replacement ofExisting machinery induction of new products in the division and expansion of the marketwhich requires infusion of substantial amount of capital investment as well as workingcapital funds. The Board was of an opinion that further investment would not be viable atthe given rates of interest as there was no hope for revival of the industry in the nearfuture considering the present market scenario.
Therefore the Board recommended to close the operations and sell/transfer the entireplant & machinery land & Buildings of HDPE Unit of the company as a going concernor separately.
The members have accorded their approval u/s 180(1) (a) on 25th June 2015 forsale/transfer of the entire plant & machinery land & Buildings of HDPE Unit ofthe Company as a going concern or separately by way of special resolution through PostalBallot. The company discontinued operations of the HDPE Unit w.e.f May 2015.
As the Company has incurred loss during the year no dividend was recommended.
3. Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
4. Transfer to the Reserves
No amount was transferred to the Reserves for the year ending 31.03.2016.
5. Board of Directors and Key Managerial Personnel
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 thisAnnual Report.
In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Baburam Goel and Smt. Nita Goel Directors retires byrotation and offers themselves for re-appointment. Your Board of Directors recommendstheir reappointment. Their brief profile has been provided elsewhere in this AnnualReport.
Pursuant to the provisions of section 203 of Companies Act 2013 the key managerialpersonnel of the Company are Shri. Pankaj Goel Managing Director Mr. T.Brahmaiah ChiefFinancial Officer (appointed on 28.05.2016 consequent to the resignation of former CFO)and Ms. Monica Pasricha Arora Company Secretary (appointed on 01.04.2016 consequent tothe resignation of former CS).
Remuneration and other matters provided in section 178(3) of the Act has been disclosedin the corporate governance report which forms part of this report.
Statement on Declaration given by Independent Directors under sub-Section (6) ofSection 149
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in sub-section (6).
6. Evaluation of the Board's Performance
In compliance with the Companies Act 2013 and SEBI (LODR) Regulations 2015 theperformance evaluation of the Board and of its Committees was carried out during the yearunder review. More details on the same are given in the Corporate Governance Report.
7. Familiarization Program for Independent Directors
The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company.
8. Nomination and Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. 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 Act2013 the Directors of the Company state:
a. That in the preparation of the accounts for the financial year ended 31st March2016; the applicable accounting standards have been followed along with proper explanationrelating to material departures.
b. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safe guarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d. That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a 'going concern basis'.
e. That the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and 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 efficiently.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2015-16.
a) Statutory Auditors
The Statutory Auditors of the Company M/s. Luharuka & Associates CharteredAccountants Hyderabad (Firm No. 01882S) retire at the ensuing Annual General Meeting andare eligible for re-appointment. Your Company has received intimation to the effect thatproposed re-appointment if made would be within the prescribed limit under Section 141 ofthe Companies Act 2013 and also in compliance with the requirements of the SEBI (LODR)Regulations 2015 regarding Peer Review. They have confirmed their willingness to acceptoffice if re-appointed.
The Board based on the recommendation of the Audit Committee recommend the appointmentof M/s. Luharuka & Associates Chartered Accountants as Statutory Auditors of theCompany.
The Auditors' Report to the Shareholders for the year under review does not contain anyQualifications.
b) Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee havereappointed M/s.Suresh Prakash & Co. Chartered Accountants as the Internal Auditorsof your Company. The Internal Auditors are submitting their reports on quarterly basis.
c) Secretarial Auditors
The Board has appointed M/s. A.S Ram Kumar and Associates Company Secretaries inPractice to carry the Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the financial year 2015-16. The Report of the Secretarial Auditoris annexed to this report as Annexure - A.
11. Particulars of Employees
No employee in the organization was in receipt of remuneration which requiresdisclosure under section 197 of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
12. Corporate Governance
As per SEBI (LODR) Regulations 2015 and Companies Act 2013 on Corporate Governancethe Company has complied with the Corporate Governance requirements. A separate section onCorporate Governance along with a certificate from the auditors confirming the complianceforms part of this Report.
13. Risk Management Policy
The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks. At present the threats risks and concernsbeing felt are stiff competition in the market consolidation of manufacturers who havebranded products and fluctuations I prices as well as availability of raw materials.
14. Management Discussion & Analysis Report
Pursuant to the provisions of SEBI (LODR) Regulations 2015 a report onManagementDiscussion & Analysis is herewith annexed as Annexure B to thisreport.
15. Whistle Blower Policy
The Company has in place a Whistle Blower Policy for Vigil Mechanism for Directors andEmployees to report to the Management about unethical behavior fraud violation ofCompany's Code of Conduct. None of the personnel has been denied access to the AuditCommittee.
16. Declaration about Compliance with Code of Conduct by Members of the Board andSenior Management Personnel
The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel. A compliance certificate by the Managing Directorforms part of this Report.
17. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary and trainee) are covered underthe Policy. The following is a summary of sexual harassment complaints received anddisposed 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 withRule 8 of Companies (Accounts) Rules 2014 are given in the Annexure C to thisreport.
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 CompaniesAct 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 2015-16. The details of BoardMeeting and attendance of Directors is provided in the Corporate Governance Report whichforms part of this Report.
iii. Change in Share Capital
There was no change in Share Capital during the year 2015-16.
iv. Composition of Audit Committee.
The Board has constituted the Audit Committee comprising of Shri. T. Prasad Reddy asthe Chairman and Shri Ishoo Narang and Shri. Manohar Ramavat as the members of thecommittee. More details on the Committee are given in the Corporate Governance Reportwhich forms part of this Report.
v. Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the SEBI (LODR) Regulations 2015.
There are no materially significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large.
All Related Party Transactions are presented to the Audit Committee and the Board.Ombinus approval is obtained for transactions which are foreseeable and repetitive innature. A statement of all Related Party Transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions of thetransactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure -E in Form AOC-2 to this report.
vi. Loans/ Guarantees/ Investments under section 186 of Companies Act 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
20. Significant and material orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators or Courts which wouldimpact the going concern status of the Company and its future operations.
21. Adequacy of Internal financial control systems with reference to FinancialStatements
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources are acquired are used economically.
22. Corporate Social Responsibility
The provisions of Corporate Social Responsibility are not applicable to the Company forthe year.
23. Subsidiary / Joint Venture / Associate Companies
The Company does not have subsidiary/joint venture companies. Details of AssociateCompanies are mentioned in MGT 9 i.e. Extract of Annual Return and financial statements.
24. 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 qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of employees is thedriving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
Your Directors wish to express their appreciation for the cooperation and continuedsupport 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 thededicated services rendered and sense of commitment shown by the employees at all levelsand their contribution towards the performance of the Company.
| ||for and on behalf of the Board of Directors || |
|Place: Secunderabad ||Sd/- ||Sd/- |
|Date: 13.08.2016 ||Pankaj Goel ||Paras Goel |
| ||Managing Director ||Jt.Managing Director |
| ||(DIN 00010059) ||(DIN 00010086) |