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Ecoplast
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Directors Report Year End : Mar '13    Mar 12
To The Members,
 
 The Directors are pleased to present their Thirty First Annual Report
 and Audited Accounts for the year ended 31st March 2013.
 
 1.  FINANCIAL RESULTS
 
                                               Rs.RS.000
 
                                    31.03.2013     31.03.2012
 
 Net Sales                             758,358       597,170
 
 Other Income                            6,134         1,640
 
 Sales and Other Income                764,492       598,810
 
 Operating Profit                       49,605        39,304
 
 (before Depreciation Exceptional
 items and tax)
 
 Less: Depreciation                     14,298        13,560
 
 Less : Exceptional items                7,196
 
 Profit before Tax                      28,111        25,744
 
 Less: Provision for Tax
 Current Tax                            12,530         8,940
 
 Deferred Tax Credit                    (3,711)       (1,312)
 
 Profit after Tax                       19,292        18,116
 
 Short Provision of Tax
 
 for Prior Years                            6           (179)
 
 Net Profit after Prior                19,298         17,937
 period items
 
 Add : Balance Brought Forward         63,098         50,845
 
 Profit available for Appropriation    82,396         68,782
 
 APPROPRIATION :
 
 Transfer to General Reserve            2,500          1,500
 
 Dividend on Equity Shares              3,600          3,600
 
 Corporate Dividend Tax                   584            584
 
 Balance Carried Forward               75,712         63,098
 
                                       82,396         68,782
 
 2.  OPERATIONS
 
 Financial Year 2012-13 proved to be a challenging year amidst economic
 uncertainties and disturbances. The Global economy during the year
 improved slowly, but was short of expectations. Deceleration in
 Industrial output weakened economic growth significantly. Despite these
 constraints and challenging environment, the company performed
 reasonably well during the year.
 
 During the year under review traditional business of lamination film
 has grown steadily. There is a significant growth in films for other
 applications in export market.  Volatility in input cost and
 inflationary trend in commodity market had adversely affected profit
 margins.
 
 During the year under review, net sales increased by 26.99% to Rs.7584
 lacs, from Rs.5972 lacs in the previous year. Operating profit before
 depreciation and exceptional items increased by 26.20% to Rs. 496 lacs
 from Rs. 393 lacs in previous year. During the year company has
 provided Rs. 71.96 lacs as diminution in value of investment in
 subsidiary company. The resulting net profit after tax (with prior
 period adjustments), incresed by 7.82% to Rs. 193 lacs from Rs. 179
 lacs in previous year.
 
 The company continues to make investments in equipments and ancillaries
 to achieve operating efficiency and provide customers with improved
 film performance and quality consistent with their requirements.
 
 3.  DIVIDEND
 
 The Board of Directors recommend a dividend of Rs.  1.20 per equity
 share (12%) for the year 2012-13.  (Previous year  12 %) for approval
 at the Annual General Meeting. The dividend if approved, will result in
 a cash outflow of Rs. 41.84 lacs including dividend distributing tax
 which would remain same as Rs. 41.84 lacs in previous year.
 
 4.  TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 25.00 lacs to the General Reserve
 out of the amount available for appropriation and an amount of Rs.
 126.14 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. 57,15,000/- 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 19 deposits amounting to Rs. 4,97,000/ - which have matured but
 have not been claimed. Of these, Two Deposits, amounting to Rs.
 50,000/- 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.  PROSPECTS FOR THE CURRENT YEAR:
 
 The company continues its efforts to increase its presence in
 industrial application, pharmaceutical packaging and highly specialised
 laminate applications.
 
 The traditional business of multilayer film for production of laminates
 for consumer packaging has become competitive. However the volume
 generated in this application will help to improve plant productivity.
 
 The company expects a marginal growth in volumes.  However the
 profitability will be augmented by focusing efforts on promoting films
 for industrial and specialised laminate application.
 
 Volatility in foreign exchange and uncertainty in oil prices will have
 its impact on raw material prices and its availability.
 
 7.  SUBSIDIARY COMPANY.
 
 Your Company acquired on 12/06/2013 further 2,99,340 Equity Shares in
 Synergy Films Private Limited, its subsidiary company and consequently
 the said Company has become a 100% 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 2012-13'' 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 and the same will also be
 kept open for inspection by any member at the Registered Office of the
 Company and of the Subsidiary.
 
 8.  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 2013 is given in the Annexure to this Report.
 
 9.  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.
 
 10.  DIRECTORS
 
 Mr. P. P. Kharas and Mr. Bankim B. Desai, Directors of the Company,
 liable to retire by rotation, retire at the ensuing Annual General
 Meeting and being eligible offers themselves for re-appointment.
 
 11.  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.
 
 12.  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, 2013 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.
 
 13.  AUDITORS
 
 M/s. Akkad Mehta and Co., Chartered Accountants, Auditors of the
 Company will retire at the 31st 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.
 
 14.  RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
 
 As stipulated by the Securities and Exchange Board of India, a
 qualified Practicing Company Secretary carries out the Reconciliation
 of share capital 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.
 
 15.  COMPLIANCE CERTIFICATE
 
 The Compliance Certificate as required under Section 383A of the
 Companies Act, 1956 from a Practicing Company Secretary is attached.
 
 16.  COST AUDITORS
 
 The Company has appointed Y. R. Doshi and Associates, Cost Accountants,
 Mumbai for conducting Cost Audit for the financial year 2013-14,
 subject to approval of Central Government.
 
 17.  ACKNOWLEDGMENT
 
 The Directors wish to convey their appreciation to Customers,
 Suppliers, Bankers, other Shareholders 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, 1st August, 2013
Source : Dion Global Solutions Limited
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