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Sen Pet (India) Ltd.

BSE: 532060 Sector: Industrials
NSE: N.A. ISIN Code: INE085E01015
BSE 05:30 | 01 Jan Sen Pet (India) Ltd
NSE 05:30 | 01 Jan Sen Pet (India) Ltd

Sen Pet (India) Ltd. (SENPETINDIA) - Director Report

Company director report

Your Directors take pleasure in presenting the Twenty Seventh Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2017.

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):

2016-17 2015-16
(Rs.) (Rs.)
Profit before Depreciation and Interest (19575.87) (24507.35)
Less: Depreciation 7932.19 8728.66
Less: Interest 10.07 7.46
Provision for Taxation:
Current Tax -- --
Deferred Tax written back -- --
Profit after tax (11633.61) (15771.23)
Add: Balance brought forward from previous year (11633.61) (2038133)
Profit carried forward to Balance Sheet (11633.61) (2053904)

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

Your Company's Board presently comprises of 4 Directors - 2 Non-Executive &Independent Directors 1 Non-Executive & Non Independent Director 1 Whole-timeDirector & Woman Director.

Name of the Director Category
Mrs. Shubhra Mukherjee Whole-time Director & CFO
Mr. Umasankar Chattopadhyay Independent Director
Mr. Supratik Sen Barat Independent Director
Mr. Samir Kumar Mallick Non Executive & Non-Independent Director

Mr. Umasankar Chattopadhyay and Mr. Supartik Sen Barat were appointed as IndependentDirectors of the Company with effect from 24/10/1998 respectively as per Companies Act1956. The Board of Directors of the Company considered to end their 1st term asIndependent Directors on 25/09/2017 in terms of section 149 (11) of the Companies Act2013. The Board of Directors of the Company had at its meeting held on 30/06/2017considering the report on their performance evaluation in terms of Policy on appointmentrecommended the appointment of Mr. Umasankar Chattopadhyay and Mr. Supartik Sen Barat asIndependent Directors of the Company for 2nd term of 5 (five) consecutive years startingfrom the conclusion of this Annual General Meeting till the 32nd Annual General Meetingwho shall not be liable to retire by rotation. The Board received declaration from Mr.Umasankar Chattopadhyay and Mr. Supartik Sen Barat that they meet the criteria ofindependence specified under Section 149 (6) of the Companies Act 2013 and Regulation 16of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All Independent Directors have provided declarations that they meet the criteria ofindependence as laid out under Section 149(6) of the Act and the SEBI Listing Regulations.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Samir Kumar Mallick (DIN 07490471) Director of the Company is retiring byrotation and has offered himself for re-appointment.

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 SEBI Listing Regulation.

5. COMPANY POLICY ON DIRECTOR APPOINTMENTS AND REMUNERATION

The Company has a Nomination and Remuneration Committee (NRC) and the details of theCommittee and the terms of reference of the NRC Charter are set out in the CorporateGovernance Report which is part of the Board's Report. The Company's Policy for selectionand appointment of Directors and their remuneration is based on its NRC policy whichinter alia deals with the manner of selection of the Board of Directors and such othermatters as provided under section 178(3) of the Companies Act 2013 and SEBI ListingRegulations. This Policy is accordingly derived from the said Charter and the scope of NRCis set out in the Corporate Governance Report.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

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

7. PARTICULARS OF EMPLOYEES

During the financial year 2016-17 the following were the Key Managerial Personnel ofthe Company as per the provisions of the Companies Act 2013:

i) Vivek Jaiswal - Company Secretary

ii) Shubhra Mukherjee - Whole-time Director

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.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year the Company has entered into contract/arrangement/transaction withrelated parties which forms part of the notes to the Financial Statements. Form AOC-2[Pursuant to clause (h) of sub-section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 as annexure-IV

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Details of Loans Guarantees or Investments covered under section 186 of the CompaniesAct 2013 forms part of the Notes to the Financial Statements.

10. MEETINGS

During the year Seven Board Meetings and Five Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

11. BOARD EVALUATION

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

I. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance.

The evaluation will involve self evaluation by the Board member and subsequentlyassessed by the Board based on the above criteria. A member of the Board will notparticipate in the discussion of his / her evaluation.

12. AUDITORS STATUTORY 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 reappointment for 4 years fromthe conclusion of the forthcoming Annual General Meeting to the conclusion of the 31stAnnual General Meeting subject to the ratification of their appointment by the Members atevery Annual General Meeting. As required under the provisions of Section 141(3)(g) of theCompanies Act 2013 the Company has received written confirmation from them that theirre-appointment as Auditors if made would be in conformity with the limits prescribed inthe said section and that they are not disqualified from being appointed as the Auditorsof the Company within the meaning of Section 141 of the said Act.

The Notes on Financial statements referred to in the Auditors' Report are selfexplanatory and hence do not require any further comments. The Auditors' Report does notcontain any qualification or adverse remark.

SECRETARIAL AUDITORS

The Board has appointed Mr. Neeraj Mishra (Membership No. 36569) Practicing CompanySecretary to carry out the Secretarial Audit pursuant to the provisions of Section 204 ofthe Companies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the Financial Year 2016-2017. The Secretarial Audit Report forthe Financial Year ended 31st March 2017 is annexed herewith and marked as ANNEXURE II tothis report.

The Secretarial Auditors' Report does not contain any qualification reservation oradverse remark.

INTERNAL AUDITOR

The Board has appointed M/s. N. Chatterjee & Associates Chartered AccountantsFirm registration no. 317106E Kolkata as its internal auditors for the financial year2016-2017. The reports of internal auditors are discussed in the Audit Committee Meetings.

13. 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.

14. 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.

15. 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 inMGT-9 as a part of this Annual Report is enclosed as ANNEXURE III.

16. 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 set aside the part of DCs' order dated 31.12.2007 and directed us to make afresh application to DC for denotification of SEZ Land in respect of debonding of our 100%EOU to DTA unit. In compliance of the Hon'ble Court order and provisions of SEZs &EOUs rules thereunder made a fresh application for denotification of SEZ land anddebonding of our 100% EOU into DTA unit to the DC. On 31st July 2015 Ministry of Commerceand Industry decline the same application for denotification of SEZ land and the companyagain submit a letter to DC FSEZ for denotification of said SEZ land.

17. 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.

18. 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 2017.
(b)Technology Absorption As plant was shut down on and from August 2009 till 31st March 2017.
(c)Foreign Exchange Earnings and Outgo During the year the total foreign exchange used was NIL and the total foreign exchange earned was NIL

19. 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.

20. 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 2017 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 2017 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.

21. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company'sCorporate Governance practices are in accordance with the SEBI Listing Regulation. Aseparate Section on Corporate Governance is included and the certificate from the Auditorsof the Company regarding the compliances of the conditions of the Corporate Governance isgiven in annexure attached to and forming part of the Corporate Governance Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year is presented in a separatesection forming part of the Annual Report.

23. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

There has been no cases lodged under Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013.

24. 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 Sen Pet (India) Limited
Date: 14th August 2017
Place: Kolkata Shubhra Mukherjee Samir Kumar Mallick
Registered Office: Whole-time Director Director
85 S.N. Banerjee Road (DIN - 07107800) (DIN - 00233794)
Kolkata - 700 014