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Sen Pet (India) Ltd.

BSE: 532060 Sector: Industrials
NSE: N.A. ISIN Code: INE085E01015
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Sen Pet (India) Ltd. (SENPETINDIA) - Director Report

Company director report

Your Directors take pleasure in presenting the Twenty Fifth Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL PERFORMANCE SUMMARY

Following tables gives the financial highlights of your Company on a standalone basisaccording to the Indian Generally Accepted Accounting Principles (GAAP) :

( Rs "000")

2014-15 2013-14
( Rs ) ( Rs )
Profit before Depreciation and Interest (14191) (14581)
Less : Depreciation 70 33939
Less:Interest 9 19
Provision for Taxation:
Current Tax - -
Deferred Tax written back - -
Profit after tax (14270) (48539)
Add: Balance brought forward from previous year (2023863) (1975324)
Profit carried forward to Balance Sheet (2038133) (2023863)

2. OPERATIONS

The Company is engaged in the manufacturing of bottle grade PET Resin. The product isbasically used for downstream manufacturing of PET bottles which are normally used in thebottled drinks beverage liquor and pharmaceutical sector.

3. DIVIDEND

In view of the loss incurred by the company the Board of Directors regrets itsinability to recommend any dividend to equity shareholders for the year under review.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year the Board of Directors of the Company at its meeting held on 27thFebruary 2015 appointed Ms. Shubhra Mukherjee as an Additional Director of the Companywith immediate effect. Further the Board appointed Ms. Shubhra Mukherjee as a Whole TimeDirector of the Company for a period of 5 years with effect from 1st August2015. Mr. Jyotirmoy Kar Roy Whole-Time Director of the Company has resigned from thedirectorship of the Company with effect from 27th February 2015.

Also Mr. Vivek Jaiswal Mr. Pankaj Kumar Jindal has been appointed as CompanySecretary and Chief Financial Officer of the Company with effect from 1stDecember 2014 and 2nd April 2015 respectively.

5. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013. The Directors have made the necessary disclosures asrequired by the various provisions of the Act and clause 49 of the Listing Agreement.

6. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out in the ANNEXURE I to the Directors'Report.

During the year under review no employee of the Company was in receipt of remunerationfor the whole or part of the year exceeding the limits prescribed under Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees and Stakeholders Relationship Committee.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

9. AUDITORS

M/s. Basu Das & Basu (Firm Registration No. 311038E) Chartered Accountants theStatutory Auditors of the Company are retiring at the conclusion of the forthcoming AnnualGeneral Meeting and being eligible offer themselves for re-appointment. As required underthe provisions of Section 141(3)(g) of the Companies Act 2013 the Company has receivedwritten confirmation from them that their re-appointment as Auditors if made would bein conformity with the limits prescribed in the said section and that they are notdisqualified from being appointed as the Auditors of the Company within the meaning ofSection 141 of the said Act.

10. AUDITORS OBSERVATION

The observations made by the Auditors have been fully explained in the Notes onAccounts.

11. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. P. S. &Associates Practicing Company Secretary have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as ANNEXURE II tothis report. The report is self-explanatory and do not call for any further comments.

12. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished.

13. RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

14. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE III.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Hon'ble High Court Calcutta in respect of the case filed by us against the Officeof the Development Commissioner (DC) Falta Special Economic Zone passed an order on20.03.2015 setting aside the DCs' order dated 31.12.2007 that declined conversion of our100% EOU into DTA unit and directed us to make a fresh application to DC fordenotification of SEZ Land and debonding of our 100% EOU to DTA unit. In compliance of theHon'ble Court order and provisions of SEZs & EOUs rules thereunder made a freshapplication to the DC for the same. Once it is converted into a DTA unit it will be ableto revive operations.

16. DEPOSITS

The company during the year under review did not accept any deposit under chapter V ofthe Act read with the Companies (Acceptance of Deposits) Rules 2014.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of Energy : As plant was shut down on and from August 2009 till 31st March 2015.

 

(i) the steps taken or impact on conservation of energy As plant was shut down on and from August 2009 till 31st March 2015.
(ii) the steps taken by the company for utilizing alternate sources of energy As plant was shut down on and from August 2009 till 31st March 2015.
(iii) the capital investment on energy conservation equipment's i) Conducting energy audit.
ii) Conducting illumination surveys to identify the existing luz levels in the plant.

 

(b) Technology Absorption : The Company's local technical development remained closely synchronized with the development works undertaken by our Collaborators.
(c) Foreign Exchange Earnings and Outgo During the year the total foreign exchange used was NIL and the total foreign exchange earned was NIL.

18. HUMAN RESOURCES

The Company firmly believes that human resources and knowledge capital are vital forbusiness success and creating value for stakeholders. The Industrial Relations during theyear under review was cordial.

19. DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board of Directors ofthe Company hereby state and confirms :

(a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2015 and of the loss ofthe company for the year ended on that date;

(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 have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

20. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company'sCorporate Governance practices are in accordance with the relevant clauses of the ListingAgreement. A separate Section on Corporate Governance is included and the certificate fromthe Auditors of the Company regarding the compliances of the conditions of the CorporateGovernance is given in annexure attached to and forming part of the Corporate GovernanceReport.

21. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underClause 49 of the Listing

Agreement with the stock exchanges is presented in a separate section forming part ofthe Annual Report.

22. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for thecontinued support received by the Company from the shareholders employees and bankersduring the year under report.

For & on behalf of the Board

Umasankar Chattopadyay Supratik Sen Barat
Place: Kolkata Director Director
Date: 14.08.2015 (DIN - 00049317) (DIN - 00233794)
Registered Office:
85 S. N. Banerjee Road
Kolkata - 700 014