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Union Quality Plastics Ltd.

BSE: 526799 Sector: Industrials
NSE: N.A. ISIN Code: INE338N01019
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OPEN 28.25
PREVIOUS CLOSE 28.50
VOLUME 200
52-Week high 59.75
52-Week low 25.45
P/E
Mkt Cap.(Rs cr) 14
Buy Price 28.25
Buy Qty 800.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.25
CLOSE 28.50
VOLUME 200
52-Week high 59.75
52-Week low 25.45
P/E
Mkt Cap.(Rs cr) 14
Buy Price 28.25
Buy Qty 800.00
Sell Price 0.00
Sell Qty 0.00

Union Quality Plastics Ltd. (UNIONQUALPLA) - Director Report

Company director report

The Directors have pleasure in presenting their 31st Annual Report together withAudited Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL PERFORMANCE & OPERATIONS:

(Rs. In Lacs)
Particulars 31st March 2015 31st March 2014
Turnover (including other income) 3034.52 3816.52
Profit before Other Income Depreciation & Interest (290.52) 148.94
Less:
Depreciation 27.38 33.94
Interest 64.04 51.55
Profit/(Loss) before Tax (381.94) 63.46
Less:
Provision for taxation 12.68 00.00
Profit/(Loss) for the year ended (394.63) 63.46
Add:
Profit brought forward from the previous year 00.00 00.00
Available for appropriation 00.00 00.00
Appropriations:
Transfer to General Reserve 00.00 00.00
Transfer to Debenture Redemption Reserve 00.00 00.00
Dividend from Own shares 00.00 00.00
Transfer to Capital Reserve 00.00 00.00
Transfer to foreign Currency Translation Reserve 00.00 00.00
Adjustment to minority interest 00.00 00.00
Dividend (Proposed) Equity Shares 00.00 00.00
Tax on Dividend 00.00 00.00
Other adjustments 00.00 00.00
Balance carried to Balance Sheet (394.63) 63.46

Total income for the year has decreased to Rs. 3034.52 Lacs from Rs. 3816.52 Lacs inthe previous year and profit after tax decreased to Rs. (394.63) Laces from Rs. 63.40 Lacsin the previous year. The Company is taking further measures to increase its marketdemand.

2. DIVIDEND:

In view of accumulated losses by company your Directors had not recommended anydividend for this year.

3. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2015 was 4.82 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

4. FIXED DEPOSIT:

The Company did not invite or accept deposit from public during the year underreview.

5. ECONOMIC SCENARIO AND OUTLOOK:

Outlook for 2015-16:-

• The macroeconomic situation in India has improved significantly during thecurrent year Also acceleration in services and manufacturing growth in the face ofsubdued global demand conditions point to the strengthening of domestic demand.

• However concerns surrounding the construction and mining activities in theCountry still exist. Agriculture also suffered due to poor and unstable monsoon but thereare no indications of its spill over the next year.

• In the light of the government's commitment to reforms outlook for domesticmacroeconomic parameters is generally optimistic and substantial growth is in the realm ofpossibility in 2015-16.

• Oil prices are expected to remain low in short term on account of weak globaldemand and increased supplies.

• Global commodity prices have been declining and expected to remain weak in 2015owing to low international demand and comfortable supply.

CHALLENGES 2015-16:

• There is need for increased investment in agriculture and food sector in variousareas such as research education extension irrigation organic farming fertilizers andlaboratories to test soil water and commodities are housing and cold storage.

• There is need to bring states on board for creating national common market foragriculture commodities.

• There is need for increase investment in renewable energy plants along withnuclear energy and traditional methods of generating power.

• There is need unique infrastructural facility which can make sure to investorsand all citizens of country for uplift their standard of living and easy connectivity ofevery elements of economy.

• Another challenge is an urbanization because in the world at every week 10million people moving toward the cities from the villages.

6. PLASTICS INDUSTRY OUTLOOK AND OPPORTUNITIES:

The year 2014-15 was a challenging year for the Company due to the unstable marketconditions. High volatile in raw materials supply as well as prices variation lead tofluctuation in production capacity. There was shortage of raw material supply especiallyin last quarter due to shut down of plant by major refinery in India. There is increase incompetition due to new entrant in these overcrowded industries that leads to lower marginof our products. The Company is taking all necessary steps to maintain the optimum levelof production and provide best service to customers. The company is looking for new Agribase product to serve the industry where margin is higher and completion is less.

7. QUALITY MANAGEMENT:

The company is committed to supply products and services confirming to customersrequirements by involving employees vendors sub- contractors and customers to achieve itsvision of being a cost-efficient global suppliers of quality products.

8. PARTICULARS OF EMPLOYEE:

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 on request.

9. DIRECTORS:

In pursuance of the Companies Act 2013 and Articles of Associations of the Company Mr.Zuzar Kathawala retires by rotation and being eligible offer the himself re- appointment.

10. DIRECTORS RESPONSIBILTY STATEMENTS:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (C) of the Companies Act 2013:

a. That in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to materials departures if any;

b. that such accounting policies as mentioned in Notes of the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2015 and of the Profit/(Loss) of the Company for the year endedon that date.

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

d. that the annual financial statement have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f. that systems to ensure compliances with the provisions of all applicable laws werein place and were adequate and operating efficiency.

11. CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE AND OUT GO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 is givenbelow;

A. Conservation of Energy:

Continues monitoring and awareness amongst employees has helped to avoid waste ofenergy. Adequate measures had helped in reducing the consumption of energy and overallelectricity bill.

It is planned to extend the measures taken during the current year which yielded goodresults to other areas/ equipment/offices.

B. Technology Absorption:

Company has not incurred major expenditure on R & D activity during the year underreview; however the company is searching various technology and method which will help inreducing the consumption of energy increase in input/ output ration produceinternationally acceptable quality products company have the ISO 9001: 2000 Certificate.

Information regarding technology imported during the last five years:

a. Technology imported : No
b. Year of Import : No
c. Has technology been fully absorbed : N.A.
d. If not fully absorbed areas where this has not taken place reasons therefore and future plans of actions : N.A.

C. Foreign Exchange:

The foreign exchange used and earned during the year:

Particulars Current Period Previous Period
Foreign Exchange Earning 156.32 187.42
Foreign Exchange Outgo 60.00 92.97

12. AUDITORS:

1.) STATUTORY AUDITOR:-

The Company's Auditors Messrs Parekh Shah & Lodha Chartered Accountants Mumbaiwho retire at the ensuing Annual General Meeting of the Company are eligible forreappointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Asrequired under Clause 49 of the Listing Agreement the Auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

2). SECRETARIAL AUDITOR:-

Pursuant to Section 204 of the Companies Act 2013 read with rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs K.V. Rao & Co. a firm Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith.

13. AUDITORS OBSERVATION:

The comment of the auditors in their reports is self explanatory and need no furtherclarification. And Management also trying to comply which is requires as per the lawsapplicable to the Company.

14. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate sectionon corporate governance practices followed by the company together with certificate fromthe company's Auditors confirming compliances from an integral part of this report.

15. ACKNOWLEDGEMENTS:

Your Directors thanks all its valued customers and various Governments Semi-Government and Local Authorities Suppliers and other business associates. Your Directorsappreciate continued support from Banks and Financial Institutions and look forward totheir co-operation in the future. Your Directors place on record their appreciation of thededicated efforts put in by the employees at all levels and wish to thanks andshareholders and all other stakeholders for their unstinted support and co-operation.

By order of the Board of Directors of
Registered Office: Union Quality Plastics Limited
5th Floor 502 AGH Chambers
379/381 Narsi Natha Street
Masjid (W) Mumbai- 400 009
Place : Mumbai Zuzar Kathawala Durriya Kathawala
Date : 26thAugust 2015 Managing Director Director

ANNEXURE 'B' TO BOARD'S REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT for the financial year ended March 31 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 09 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Union Quality Plastics Limited

379/381 NarshiNatha Street AGH Chambers 5th Floor Mumbai Maharashtra 400009India.

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices byUnion Quality Plastics Limitedhaving CIN No.:U25209MH1984PLC033595 (hereinafter called the Company). Secretarial Auditwas conducted in a manner that provided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company'sbooks papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by theCompany its officers agents and authorised representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on March 31 2015 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.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Union Quality Plastics Limited for the financial year ended onMarch 31 2015 according to the provisions of;

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

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

(iii) The Depositories Act 1996 and the Regulations and Bye-law framed hereunder;

(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 borrowing;

(Not Applicable during the Audit period)

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

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

(Not Applicable during the Audit period)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(In the absence of adequate information/records I am unable to report whether theCompany has complied)

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

(Not Applicable during the Audit period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(Not Applicable during the Audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008;

(Not Applicable during the Audit period)

(e) The Securities and Exchange Board of India (Registration to an Issue and ShareTransfers Agents) Regulations 1993 regarding the Companies Act and dealing with client.

(In the absence of adequate information/records I am unable to report whether theCompany has complied)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;

(Not Applicable during the Audit period)

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

(Not Applicable during the Audit period)

(vi) Other Laws applicable to the Company;

Based on explanation given by the Company about the nature of Business there are no anyother specifically applicable laws or any special laws applicable to the Company whichoperates in sector of Containers & Packaging Industry.

I have also examined compliance with the applicable clause of the following;

(i) The Secretarial Standards issue by the Institute of Company Secretaries of India.

(Not Applicable during the Audit period)

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange

(In the absence of adequate information/records I am unable to report whether theCompany has complied)

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the following:

1. a. The Company has not filed e-forms 23AC 23ACA and 20B relating to financial year2013-14 which has to be filed during the period 2014-15.

b. Form MGT-14 is not filed relating to approval of Board report and financial results.

c. the Company has not filed AGM Reportin form MGT-15 in Form GNL-2 with the Registrarof Companies relating to Annual General Meeting conducted during the financial year2014-15.

d.. MGT-14 is not filed relating to Un-audited Quarterly financial statements forQuarter ended 30th September 2014 and 31st December 2014.

e.. The company has not filed form ADT-1 relating to appointment of Auditor.

f.. The Company has not filed form MGT-14 relating to Appointment of Internal Auditor.

g.. Appointment of Managing Director and Managerial remuneration are not in compliancewith Companies Act 2013.

h. Independent director's stand disqualified during the financial year 2014-15.

i. The company has received notice from Registrar of Companies Mumbai relating tofiling of CHG-4 for satisfaction of charge(s) Company has not complied the instructionsissued by Registrar of Companies Mumbai during the period of 2014-15.

j. The Company has taken Secured Long-Term Borrowings of `129423064 (balance as on31.03.2015)from Ambient Media Private Limited and have created Charge on assets of theCompany but e-form CHG-1 is not filed.

k. Website of the Company is not properly updated.

l. Transactions relating to unsecured loans to and from parties are not in compliancewith Companies Act 2013.

m. The books papers minute books forms records registers returns filed and otherrecords are not maintained properly due to which sufficient information is not availablerelating to transactions occurred are in compliance of the applicable laws or not.

2. a. The Company has not constituted an internal complaints Committee as per TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

I further report that

The Board of Directors of the Company is not constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors as The independentDirectors stand disqualified during the financial year 2014-15 due to non-compliance ofapplicable provisions of laws. There were no changes in the composition of the Board ofDirectors that took place during the period under review.

I further report that

Adequate notice(s)were not given to all Directors to schedule the Board Meetingsagenda and detailed notes on agenda were not sent at least seven days in advance and asystem does not exists for seeking and obtaining further information and clarification onthe agenda items before the meeting and for meaningful participation at the meeting. Alldecision at Board Meetings and Committee Meetings are carried through while the dissentingmembers' views arenot captured and recorded as part of the minutes.

I further report that there are no adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that During the audit period the company has 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 above

For K. V. Rao & Co.

Company Secretaries

K. Venugopalrao

Proprietor

ACS: 32965 CP: 12120

Mumbai

26th August 2015

Note: This report is to be read with my letter of even date which is annexed as"ANNEXURE A" and forms an integral part if this report.

"ANNEXURE A"

To

The Members

Union Quality Plastics Limited 379/381 Narshi Natha Street AGH Chambers 5th FloorMumbai Maharashtra 400009 India.

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on the test basis to ensure that correct facts are reflected inSecretarial records. I believe that the processes and practices followed by me provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Where ever required I have obtained the Management representation about complianceof laws rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. My examination was limitedto the verification of procedures on test basis.

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

For K. V. Rao & Co.

Company Secretaries

K. Venugopalrao

Proprietor

ACS: 32965 CP: 12120

Mumbai

Date: 26thAugust 2015