WILWAYFORT INDIA LIMITED
ANNUAL REPORT 2006-2007
The Directors place before you the 21st Annual Report together with the
Audited Statement of Accounts of the Company for the financial year ended
31st March, 2007.
The financial results of the Company for the year under review as compared
to the previous year are summerised below for your consideration.
(Rupees in lacs)
Current year Previous year
PARTICULARS ended 31.3.2007 ended 31.3.2006
Sales & other Income 1493.56 1670.90
Profit/(Loss) before Interest
and Finance charges and (24.27) 1.36
Interest and Finance Charges 193.75 73.61
Profit / (Loss) before Depreciation (218.02) (72.25)
Depreciation 81.63 81.75
Profit / (Loss) before tax (299.65) (154.00)
Expenses relating to previous year 46.66 (6.90)
Net Profit / (Loss) (346.31) (160.90)
Profit / (Loss) brought forward
from previous year (2382.25) (2221.35)
Profit / (Loss) carried to
Balance Sheet (2728.56) (2382.25)
In view of the carry forward of accumulated losses in the Company, the
Board of Directors regret their inability to recommend payment of any
dividend for the financial year under review.
The sales revenue including other income for the financial year ended 31st
March, 2007 was Rupees 1493.56 lacs as compared to the last year sales
revenue of Rupees 1670.90 lacs. The Company made losses of Rupees 299.65
lacs in the financial year 2006-2007 compared to Rupees 154.00 lacs in the
previous financial year 2005-2006.
Margins were under pressure due to volatility & higher raw material prices
due to lack of working capital availability, Company could not utilize
installed capacity at optimum level. During the year under review, higher
capacity installation by the captive users as well as unorganized sector in
the market also affected the business opportunities in domestic as well as
INDUSTRY STRUCTURE AND DEVELOPMENT:
Metallising and Coating of Polyester Film segment of the packaging industry
made a significant expansion & capacity enhancement during the year. The
polyester film producers themselves to avail the opportunity of the higher
demand from domestic as well export market installed the fresh capacities
in metallising and coating. The metallising and coating segment of
packaging industry grew at the rate of 12% as compared to the growth of
20% of overall Packaging Industry. Metallising and Coating of Polyester
Film segment is contributing 40% market share with the organised sector in
which your Company is operating and rest 60% market share is controlled by
OPPORTUNITIES AND THREATS:
The demand of the product in the domestic as well as international market
is growing gradually which provide an opportunity to the Company to make an
aggressive marketing with the available resources.
Last year the installed capacity of Polyester Film in the domestic market
was approximately 1,50,000 Metric Ton. With the hike in overall capacity in
the industry by way of modernisation and expansion during the current
financial year, the demand and supply of raw material i.e. Polyester Film
has been disturbed which has resulted into instability in the raw material
prices. The Company is exposed to the risk of fluctuating interest rates
and Polyester Film prices, The Company being a 'Sick Industrial Company'
also facing cash flow problem in day to day affairs.
SEGMENT-WISE / PRODUCT-WISE PERFORMANCE:
The Company's operating business is organised and managed according to the
nature of product with Single Primary Reportable Segment comprising of
manufacturing and supply of Metallising, Coating and Embossing of Plastic
Film and Papers. The detail of segment reporting is given at Schedule XVI
(25) of the Annual Accounts.
With the good economic and industrial scenario in the Country, which is
reflected with the higher GDP indication, we expect a reasonable growth in
product demand in the domestic as well as international market. In view of
growing organized retail market in India, the demand of FMCG will increase
significantly which may have positive impact on overall packaging industry.
The Company will make a' efforts to take advantage of every opportunities
within its constrain and resource available.
INTERNAL CONTROL SYSTEMS:
The Company has evolved a system of internal control to ensure that the
assets are safeguarded and transactions are authorized, recorded and
correctly reported. Planned periodical reviews are carried out resulting in
identification of control, deficiencies and opportunities for bridging gaps
with best practices. The Audit Committee reviews the adequacy of the
internal control systems.
Based on the compromise proposal submitted by the Company to Vijaya Bank
(lending bank) for One Time Settlement (OTS), the lending bank has agreed
to accept the sum of Rs. 500 lakhs (Rs. Five Crores only) in full and final
settlement of the dues payable in quarterly installment excluding interest
@ 5% per annum of the offer amount on reducing balance basis and other
terms and conditions mentioned in their letter of acceptance.
However, due to acute financial problem in the Company, the Company could
not make payment of OTS amount to Vijaya Bank on schedule time.
Consequently, the lending bank took action for the possession of properties
of the Company under the Securitization and Reconstruction of Financial
Assets and Enforcement of Security Interest Act 2002 (54 of 2002). The
management is taking all possible steps to replace dues of Vijaya Bank with
other scheduled Bank / financial investor / body corporate. Part payment of
OTS amount has been made to Vijaya Bank. The management is committed to
liquidate the liabilities of secured and unsecured creditors with all
HUMAN RESOURCE DEVELOPMENT:
The industrial relations remained cordial during the year under review.
Mapping of jobs has been initiated to ensure that the right person is
allocated the right job. The Company reviews manpower need and allocation
of job from time, to time to ensure the best utilization and growth of the
Statements in this report, describing the Company's objectives,
expectations and/or predictions, 1, may be forward looking within the
meaning of applicable securities law and regulations. Actual results may
differ materially from those stated in the statement. Important factors
that could influence the Company's sales revenue, includes global and
domestic supply and demand conductions, affecting selling prices of
finished goods, availability of inputs and their prices, changes in the
government regulations, tax laws, economic development within the country
and outside and other factors such as litigation and industrial relation.
The Company has not invited any deposits from the Public within the meaning
of section 58A of the Companies Act, 1956 and rules framed thereunder,
during the financial year under review.
The management wishes to make following comments on the observation made by
the auditor's in their report:
i. Payment of Sales Tax Rs. 3414655/- and Entry Tax Rs. 255008/- amounting
to Rs. 3669663/- as on 31st March, 2007 under para 9 (a) of the auditor
report shall be made.
ii. Disputed statutory dues as mentioned in para 9 (b) of the auditors
report are under appeal before the appropriate authority and no final order
of the appellant authority is received till date. Therefore, management
will take the appropriate steps as and when the decision of appropriate
appellant authority will come.
Messrs Vijender Gupta & Co., Chartered Accountants, the Auditors of the
Company will retire at the conclusion of the ensuing Annual General Meeting
and being eligible have offered themselves for reappointment as statutory
auditors of the Company for the financial year 2007-2008. They have given a
certificate to the effect that the appointment, if made, would be within
the limits prescribed under section 224(1B) of the Companies Act, 1956.
Board of Directors recommends for their re-appointment as statutory
Mr. Raj Kumar Gupta a Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself for
Mr. Ashok Ahluwalia, Whole Time Director of the Company and Lt. Col. Inder
Pal Singh (Retd) resigned from the Directorship of the Company with effect
from 10th August, 2007. Your Directors wish to place on record their
appreciation for the co-operation and guidance given by them during their
association with the Company.
Mr. Ashok Paul Ahluwalia and Mr. Gaurav Kumar Mishra were appointed as
Additional Directors of the Company with effect from 10th August, 2007 to
hold office till the conclusion of the forthcoming Annual General Meeting
of the Company.
The Board of Director re-appointed Mr. Inder Pal Singh Walia as Managing
Director of the Company with effect from 1st May, 2007, subject to the
approval of the members and Central Government.
The Board of Directors recommends for their re-appointment as per the
resolution set out in the notice of Annual General Meeting.
Pursuant to clause 49 of the listing agreement entered into with the stock
exchanges, the Report on Corporate Governance together with Auditors'
Certificate on Corporate Governance is annexed with this Report.
PARTICULARS OF EMPLOYEES:
There was no employee during the year under review in respect of whom
information is required to be given under section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under section 217(2AA) of the Companies Act, 1956, the
Directors confirm that:
I. In the preparation of the annual accounts, the applicable accounting
standards had been followed and that no material departure had been made
from the same;
II. the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the Profit and Loss of the
Company for that period;
III. the Directors had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
IV. the Directors had prepared the annual accounts on a going concern
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information required to be disclosed pursuant to Section 217(1)(e) of
the Companies Act, 1956 read with tie Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 with respect to
Conservation of Energy, Technology absorption and Foreign Exchange earnings
and outgo, is given in the annexure - A forming part of this report.
APPRECIATION: The Board of Directors of the Company takes the opportunity
to express sincere appreciation for the efforts put in by the officers and
employees of the Company, at all levels, for attainment of improved working
results during the year under review. Relations with the workers remain
We express our sincere thanks to the bankers, business associates and
shareholders of the Company for their cooperation in such difficult time.
Place: New Delhi By Order of the Board of Directors
Date : 16.08.2007
(Inder Pal Singh Walia)
ANNEXURE - A:
INFORMATION REQUIRED TO BE DISCLOSED UNDER SECTION 217(1)(e) OF THE
COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.
CONSERVATION OF ENERGY:
Energy conservation measure taken:
- High-energy efficient metalliser and slitter being run at high capacity
resulting in lower power consumption for per unit of production.
- High-energy efficient generators being regularly maintained to achieve
better power generation for captive use.
Additional investment and proposals, if any, being implemented for
reduction of consumption of energy:
- The Company is making continuous efforts to improve energy conservation
through close monitoring of manufacturing method and process and regular
maintenance of D.G. set.
Impact of measures(a) and (b) above :
Power consumption per unit produced is controlled to some extent.
Total energy consumption and energy consumption per unit of production:
- As per Form - A.
- Not applicable as the Company is not covered under the list of specified
TECHNOLOGY ABSORPTION (As per Form - B):
(i) RESEARCH AND DEVELOPMENT (R&D):
Specific areas in which R&D carried out by the Company:
- Product improvement for better reliability and improved durability to
meet Specific customers need both domestic and export.
2. Benefits derived as a result of the above R&D:
- The Company has been successfully manufacturing high optical density
metallised plastic film.
3. Future plan of action.
- Continuous efforts to improve quality of metallised plastic film and
develop new metallised, coated and laminated products.
4. Expenditure on R&D:
- No specific expenses can be earmarked for R&D, as this is an ongoing
process at the operational level.
TECHNOLOGY ABSORPTION , ADAPTATION AND INNOVATION:
1. Efforts in brief, made towards technology absorption, adaptation and
Continuous efforts made at technology absorption. Efforts also undertaken
for development of metallised film for twist wrap or packaging of
Benefits derived as result of the above efforts:
Improved product acceptance.
Customer net widened
FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Activities relating to exports:
The Company has exported metallised plastic film and lacquer coated film
during the year under review. Exports are being made during the current
year and efforts are continue to further increase the exports.
(Rupees in. lacs)
Particulars Current Year Previous Year
- Export Sales 23.75 33.16
Total 23.75 33.16
- Repayment of Foreign Currency loan 0.00 0.00
- Raw materials & consumables 11.24 40.88
- Travelling 0.00 1.07
- Foreign magazines 0.00 0.00
Total 11.24 41.95