The Directors are pleased to present their Thirtieth Annual Report and
Audited Accounts for the year ended 31st March 2012.
1. FINANCIAL RESULTS Rs.''000
31.03.2012 31.03.2011
Net Sales 597,170 660,615
Other Income 1,640 1,578
Sales and Other Income 598,810 662,193
Operating Profit 39,304 56,368
(before Depreciation)
Less: Depreciation 13,560 11,456
Profit before Tax 25,744 44,911
Less: Provision for Tax
Current Tax 8,940 14,025
Deferred Tax Credit (1,312) 306
Profit after Tax 18,116 30,580
Short Provision of Tax for Prior Years (179) (22)
Net Profit after Prior 17,937 30,558
period items
Add : Balance Brought Forward 50,845 33,232
Profit available for Appropriation 68,782 63,790
APPROPRIATION :
Transfer to General Reserve 1,500 3,500
Dividend on Equity Shares 3,600 8,100
Corporate Dividend Tax 584 1,345
Balance Carried Forward 68,782 50,845
68,782 63,790
2. OPERATING RESULTS
During the year under review, net sales decreased by 9.6% to Rs. 5972
lacs, from Rs. 6606 lacs in the previous year. Operating profit before
depreciation decreased by 30.27% to Rs. 393 lacs from Rs.564 lacs in
previous year. The resulting net profit after tax (with prior period
adjustments), decreased by 41.31% to Rs. 179 lacs from Rs. 306 lacs in
previous year.
3. DIVIDEND
The Board of Directors recommend a dividend of Rs. 1.20 per equity
share (12%) for the year 2011-12. (Previous year - 27 %) for approval
at the Annual General Meeting. The dividend if approved will result in
a cash outflow of Rs. 41.84 lacs including dividend tax compared to Rs.
94.45 lacs in previous year.
4. TRANSFER TO RESERVES
The Company proposes to transfer Rs. 15.00 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
137.53 lacs is proposed to be retained in the statement of Profit and
Loss.
5. FIXED DEPOSIT
The Company continued accepting Fixed Deposits from the public during
the year under review. The Company received Rs. 49,83,000/- under the
Fixed Deposit scheme. At the close of the year there were no Fixed
Deposits due for payment which remained either unclaimed or unpaid,
except 14 deposits amounting to Rs. 4,95,000/- which have matured but
have not been claimed. Of these, 10 Deposits, amounting to Rs.
3,35,000/- have been renewed or repaid up to the date of this Report.
The Company has complied with the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.
6. OPERATIONS
During the year under review the traditional business of lamination
films in Export market was adversely affected, because one of the
customers has back-integrated into film manufacture based on the large
quantity of film required. Sales of films for other application have
grown marginally.
Volatility in input cost, inflationary trend in commodity market,
higher borrowing cost and fluctuations in Exchange rate has adversely
affected the business growth and profit margins.
The company continues to make investments in equipments and ancillaries
to provide customers with improved film performance and quality
consistent with their requirements.
7. PROSPECTS FOR THE CURRENT YEAR:
The company expects current year to be full of challenges. The
abnormal increase in input cost, stagnancy in demand coupled with high
inflation rate and increased borrowing cost will put pressure on volume
growth as well as profit margins. Medium and small enterprises will
look for consolidation
The uncertainty continues in behaviour of oil prices which will affect
the prices and availability of critical raw material. Abnormal
fluctuations in Exchange Rate will also have adverse impact on cost of
raw material
The company expects a marginal growth in volumes. However
profitability will be determined by focussing efforts on promoting
films for speciality applications.
The traditional business of multilayer film for production of laminates
for consumer packaging has become very competitive but the volume of
business in this sector has some relevance in providing improved plant
productivity.
The company''s strength has been in ability to understand the ultimate
customer''s end use performance characteristics of the film and to
develop its properties that meet with specific performance
requirements. It is this strength that has allowed the company to
venture in to some niche market applications hitherto serviced by
imports. These are mostly industrial applications, pharmaceutical
packaging and highly specialised laminate applications where the
margins on sales are consistent with company''s growth objectives and
its reputation as a supplier providing value to customer.
8. SUBSIDIARY COMPANY
During the year under review the company has acquired additional 5,
96,680 equity shares in Synergy Films Private Limited for a total
consideration of Rs.97, 50,000. With this, company now holds 8, 96,020
Equity shares of Synergy Films Private Limited which is 74.96% of its
Equity Capital. Synergy films Private Limited thus has become
subsidiary of the company.
Pursuant to provisions of Section 212(8) of the Companies Act,
1956(Act), the Ministry of Corporate Affairs vide its General Circular
No 2/2011 dated February 8, 2011 has granted general exemption subject
to certain conditions to holding companies from complying with the
provisions of Section 212 of the Act which requires the attaching of
the Balance Sheet, Statement of Profit & Loss and other documents of
its subsidiary companies to its Balance sheet. Accordingly, the said
documents are not being included in this Annual Report. The main
financial summaries of the subsidiary company are provided under the
section Subsidiary Company: Financial Highlights 2011-12'' in the
Annual report. However the company will make available the said annual
accounts and related detailed information of the subsidiary company
upon request by any member of the Company or its subsidiary company and
the same will also be kept open for inspection by any member at the
Registered Office of the Company and the Subsidiary
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with Clause (e) of Sub-section (1) of Section
217 of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 and
forming part of the Directors'' Report for the financial year ended 31st
March 2012 is given in the Annexure to this Report.
10. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 is not
provided, as none of the employees of the Company is drawing salary
above the limits prescribed under the above rules.
11. AUDITORS QUALIFICATION
Auditor''s remarks referred in para 4(f) in form of non qualifying
remarks and are self explanatory as per Note No. 29 of Notes to
Accounts.
12. DIRECTORS
Mr. Mukul B. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
Mr. Bhupendra M. Desai, Director of the Company, liable to retire by
rotation, retires at the ensuing Annual General Meeting and being
eligible offers himself for re- appointment.
13. CORPORATE GOVERNANCE
Pursuant to Clause - 49 of the Listing Agreement with the Stock
Exchange, Mumbai a report on Corporate Governance, Management
Discussion and Analysis, and a Certificate obtained from the Auditors
of the Company regarding Compliance with the conditions of Corporate
Governance, form part of this Report.
14. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures from the applicable accounting standards.
(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 as on 31st March, 2012 and of the profit of the company
for the year ended on that date;
(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;
(iv) The Directors had prepared the Annual Accounts on a going
concern basis.
15. AUDITORS
M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
Company will retire at the 30th Annual General Meeting and are eligible
for re-appointment. A Certificate to the effect that their
reappointment, if made, will be in accordance with the limit specified
in Sub- section (1-B) of Section 224 of the Companies Act, 1956 has
been furnished.
16. SECRETARIAL AUDIT REPORT
As stipulated by the Securities and Exchange Board of India, a
qualified Practicing Company Secretary carries out the Secretarial
Audit to reconcile the total admitted capital with National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) and the total issued and listed capital of the Company. This
audit is carried out every quarter and the report thereon is submitted
to the stock exchanges and is also placed before the Board of
Directors. The audit, inter alia, confirms that the total listed and
paid up capital of the Company is in agreement with the aggregate of
the number of shares in dematerialized form (held with NSDL and CDSL)
and the total number of shares in physical form.
17. COMPLIANCE CERTIFICATE
The Compliance Certificate as required under Section 383A of the
Companies Act, 1956 from a Practicing Company Secretary is attached.
18. ACKNOWLEDGMENT
The Directors wish to convey their appreciation to Customers,
Suppliers, Bankers, other Stakeholders and specially the employees for
their co-operation. The Directors also appreciate the confidence
reposed in the Management of the Company by its shareholders.
For and on behalf of the Board of Directors
P. P. Kharas
Chairman
Mumbai, 11th August, 2012 |