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Purity Flex Pack Ltd.

BSE: 523315 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Purity Flex Pack Ltd. (PURITYFLEXPACK) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report togetherwith the Audited Accounts for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS:

The Company’s financial performance for the year under review alongwith previousyears figures are given hereunder:

Particulars 31/03/2016 (Rs.) 31/03/2015 (Rs)
Net Sales /Income from
Business Operations 5123.05 4739.94
Other Income 10.43 11.16
Total Income 5133.48 4751.10
Less Interest 128.53 110.12
Profit before Depreciation 421.40 260.60
Less Depreciation 135.74 120.21
Profit after depreciation and Interest 285.66 140.39
Less Current Income Tax 68.61 28.56
Less Previous year adjustment of Income Tax 0.14 14. 91
Less Deferred Tax / Mat Adj 26.84 32.29
Net Profit after Tax 190.06 94.44
Dividend (including Interim if any and final ) 0.00 0.00
Net Profit after dividend and Tax 190.06 94.44
Amount transferred to General Reserve 190.06 94.44
Balance carried to Balance Sheet
Earning per share (Basic) 17.71 8.80
Earning per Share(Diluted) 17.71 8.80

DIVIDEND :

With a view to conserve the liquid resources of the Company your Director regret beingunable to recommend payment of any Divided to the Shareholders for the year ended underreport.

OPERATIONAL REVIEW:

Your Directors are glad to report that this is the Seventh year in succession when thecompany has been making profits year after year and it is hoped that this trend willcontinue in future year’s subject however to unforeseen circumstances.

Net sales for the year ended 31 march 2016 amounted to Rs 5284.85 Lacs as against Rs.4751.10 Lacs of the previous year recording a rise of 11.24%. Like wise net profit alsoamounted to Rs. 12.76 Lacs as against Rs. 94.44 Lacs in previous year.

It is very likely that the increase in export sales will change the great scenario inthe life of the company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-A and is attached to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The discussions and information in this report have been provided with a view to enableshareholders to analyze the results for the year with additional information. In certainareas the discussions may cover strategic decisions and management expectations from thesame. Such forecasts should not be construed as a guarantee of performance and actualresults may differ significantly depending upon the operational conditions and externalenvironment.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company is given in the notes to the financialstatements

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.

DIRECTORS:

Directors Shri Nilesh N. Patel and Shri Manish A. Baxi retire by rotation and beingeligible offer themselves for re appointment. The Directors recommend Shri Nilesh N Pateland Shri Manis A. Baxi for re-appointment.

All independent directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Nine Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure B".

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a ongoing concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company’s website.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Devesh R Desai Secretaries in practice to undertake the Secretarial Audit ofthe Company. The Secretarial Audit report is annexed herewith as "Annexure C"

AUDITORS:

M/s. Shah Mehta & Bakshi Chartered Accountants Vadodara the Statutory Auditorsretire at the ensuing Annual General Meeting and have made themselves available forre-appointment. The Company has received a letter from Statutory Auditors to the effectthat in case their appointment is made it would be within the specified limit underSection 224 (1B) of the Companies Act 1956.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Compliance Officer in advance

SHARES:

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

CORPORATE GOVERNANCE:

The report on corporate governance along with the Auditors’ Certificate regardingcompliance of the conditions of corporate governance pursuant to clause 49 of the ListingAgreement is annexed hereto.

INSURANCE:

All the properties of the Company have been adequately and appropriately insured.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial at the factory throughout the year.

CEO/CFO CERTIFICATE:

In terms of the requirements of Clause 49 of the Listing Agreement the CEO and CFOhave submitted necessary Certificate to the Board at its Meeting held on 29th January2016 stating therein the particulars specified under the said Clause.

ACKNOWLEDGEMENT:

The Board appreciates and is thankful for continued support of Company’s Bankersand its valued Customers Suppliers and Shareholders. The Board appreciates the hard workand efforts put in by all Workers Staff and Officers of the Company.

For and on behalf of the Board of Directors
VANSETI Anil Patel
5th July 2016 Chairman & Managing Director

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

Additional information as required under the Companies (Disclosure of Particulars inthe Report of the Board of Directors) Rules 1988.

CONSERVATION OF ENERGY:

(A) Power and Fuel consumption in respect of Total Energy Consumption:

(a) Purchased: 2015-16 2014-15
Units (KWH) 1373514 1425078
Total Amount (Rs.) 10320228 10221792
Rate per Unit (Rs.) 7.51 7.17
(b) Own Generation:
Units (KWH) 187895 182284
Total Amount (Rs.)
Rate per Unit (Rs.)
(c)Furnace Oil/Gas/LSHS/LDO/HSQ
Qty. (K. Ltr /Scm) 118436 98370
Total Amount (Rs.) 3768668 4477375
Average Rate (Rs.) 31.82 45.52

(B) TECHNOLOGY ABSORPTION:

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

(i) Foreign Exchange Earning 66.35 43.26
(ii) Foreign Exchange Outgo Foreign 442.63 550.05
Traveling and Purchase

COMPLIANCE CERTIFICATE

Compliance certificate for Corporate Governance from Auditors of the Company is annexedhereto.

CERTIFICATE

To the Members Of Purity Flex pack Ltd.

We have examined the compliance of conditions of Corporate Governance by PURITYFLEXPACK LTD. for the year ended March 31st 2016. As stipulated in Clause 49of Listing Agreement of the Said Company with Stock Exchanges.

The Compliance of Condition of Corporate Governance is the Responsibility of theManagement. Our examination was limited to procedures and implementation thereof adoptedby the company for ensuring the compliance of the conditions of corporate Governance. Itis neither an audit nor an expression of opinion on the financial statement of theCompany. In our opinion and to the best of our information and according to theexplanation given to us and the representations made by the Directors and the managementwe certify that the Company is compiled with the conditions of Corporate Governance asstipulated in the above mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants ofIndia we have to state that as per the records maintained by the company there were noinvestor grievances remaining unattended/pending for more than 30 days.

We further state that such compliance is neither an assurance to the future viabilityof the Company nor the efficiency of effectiveness with which the management has conductedthe affairs of the Company.

For Shah Mehta & Baxi
Chartered Accountants
Vadodara: Kalpit Bhagat
5th July 2016 ( Partner )