The Members,
The Directors'' have pleasure in presenting the Directors'' report on
the business and operations of the Company for the year ended on 31st
March, 2011.
FINANCIAL RESULTS: (Rs.in Mn.)
Standalone Consolidated
2011 2010 2011 2010
i Gross Income from Sales 8805.99 7026.39 13665.53 10750.05
ii Net Income from Sales 8218.93 6613.96 12752.68 10113.54
iii Other Income 63.64 37.51 22.70 16.47
iv Total Income 8282.57 6651.47 12775.38 10130.01
v Operating Expenditure 6521.05 5332.00 10392.52 8163.61
vi Profit before Interest,
Depreciation & Tax 1761.52 1319.47 2382.86 1966.40
vii Interest 318.11 241.42 451.24 332.56
viii Depreciation 301.86 244.18 439.92 355.24
ix Profit before Tax 1141.55 833.87 1491.70 1278.60
x Provision for Taxes 204.73 133.47 355.75 295.98
xi Minority Interest and
shares of Loss/(Profit)
of Associates - - 58.84 73.86
xii Net Profit for the Year 936.82 700.40 1077.12 908.75
xiii Deferred Tax (35.45) (16.54) - -
xiv Balance brought forward
from previous year 2843.98 2331.41 4456.77 2646.48
xv Provision for taxation
of earlier years 20.95 (6.18) 20.74 (62.38)
xvi Amount available
for Appropriation 3766.29 3009.09 3549.00
a Proposed Dividend 94.17 83.71 117.15 106.37
b Tax on Dividend 15.27 13.90 19.01 17.74
c Transfer to General
Reserves 135.00 67.50 170.00 99.00
D Balance carried to
Balance Sheet 3521.85 2843.98 4150.61 3325.88
THE YEAR UNDER REVIEW:
Consolidated
Gross sales and other income for the consolidated entity increased to
Rs.13665.53 Mn, as against Rs.10750.05 Mn in the previous year,
registered an impressive growth of 27.12%. The Net Profit stood at
Rs.1077.12 mn as compared to the previous year Rs.908.75 Mn showing an
increase of 18.53%.
Standalone
Gross sales and other income for the standalone entity increased to
Rs.8805.99 Mn, as against Rs.7026.39 Mn in the previous year,
registered a growth of 25.32%. The Net Profit at Rs.936.82 Mn as
against Rs.700.40 Mn represents an increase of 33.74 %, over the
previous year. The performance of the company may be considered
satisfactory in the wake of overall challenging conditions prevailing
in the market.
DIVIDEND:
The Company has performed significantly better during the year,
therefore, your Directors are pleased to recommend 45 % Dividend (
being Rs. 0.45 per share] (Previous Year: 40% - final] on 20,92,65,000
Equity Shares of the Company subject to the Approval by The
Shareholders and this will absorb about Rs..109.45 Mn including
Dividend Tax and surcharge thereon (Previous year :Rs.97.60Mn].
MANAGEMENTS DISCUSSION &ANALYSIS REPORT:
A detailed review of the progress of the Company and the future outlook
of the Company and its business, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, is presented in a separate
section forming part of the Annual Report.
DIRECTORS:
Mr. M.K.Wadhwa, Mr. Naveen Jainand Mr. Hans Dietervon Meibom, Directors
of the Company retire by rotation and being eligible; offer themselves
for reappointment at the ensuing Annual General Meeting.
SUBSIDIARY COMPANIES.
JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS:
At the beginning of the financial year, the Company Had the following
Subsidiaries/Joint Ventures:
A. Indian Subsidiaries: viz TPL Plastech Limited (a Company listed at
BSE], NED Energy Limited and Schoeller Area Time Materials Handling
Solutions Limited
B. Foreign Subsidiaries: Elan Incorporated FZE, Sharjah (UAE], Novo
Tech Spz o.o. (Poland], Kompozit Praha s.r.o. Czech Republicand IKON
Investment Holdings Limited, Mauritius
In addition to that the Company had step-down subsidiaries i.e
a] Technika Corporation FZE, UAE, subsidiary of NED Energy and Gulf
Power Beat WLL Bahrain subsidiary, Technika Corporation FZE and
b] Tianjin Elan Plastech Company Limited (China] and YPA(Thailand]
Limited, subsidiaries of Elan Incorporated FZE. Sharjah.
C. JOINT VENTURES: The Company had three joint ventures viz Time
Mauser Industries Pvt. Limited, India engaged in the manufacturing of
Intermediates Bulk Containers (IBCs] & steel barrels, Mauser Holding
Asia Pte Limited, Singapore which own 99.36% equity of Pack Delta
(Thailand], a company engaged in the manufacturing of Industrial
packaging in Thailand and Schoeller Area Time Holdings Pte Limited,
Singapore to initially establish a wholly owned subsidiary in India for
carrying on the business of manufacturing, marketing and selling of
certain plastic material handling containers and in future to establish
subsidiaries in other countries in the Middle East and elsewhere in the
Australian and Asian region.
During the financial year, the following acquisitions/incorporations
were made by the Company:
a. In India:
NED Energy Limited acquired majority stake in Power Build Batteries
Private Limited, Bengaluru, Karnataka. This Company is engaged in the
manufacture of tubular batteries. With this acquisition, NED will be
synergizing the manufacturing and marketing facilities of both the
companies in the existing Telecom segment as well as new segments viz.,
UPS, Inverter and Railways and will be able to consolidate its position
in competing with Big companies in the market in less time.
b. Overseas:
i] GNXT Investment Holdings PTE Limited, Singapore (GNXT] was set up as
a subsidiary company of IKON Investment Holdings Limited, Mauritius
(IKON], for holding investments overseas.
During the current year, in a re-structuring exercise, Time Technoplast
Limited has entered into Share Purchase Agreement with IKON for
acquiring it sentire shareholding in GNXT.
ii GNXT acquired 90% stake in Yung Hsin Contain Industry Co. Ltd.,
largest plastic industrial packaging company in Taiwan.
iii] PT Novo Complast, Indonesia and Tech Complast, Korea , were
incorporated as subsidiary of GNXT Investment Holdings Pte Ltd,
Singapore for the manufacture of Polymer Products and other Composite
Products.
iv] Time Technoplast Limited acquired the plastic product division of
Solutia Europe having state-of-the-art production facility in Romania
This acquisition brings to Company internationally renowned brands
-Astro Turf and Clear Pass and well organized distribution net work
across Asia, Europe and South America.
v] Nile Egypt Plastech Industries S.A.E, Egypt was incorporated as a
subsidiary of IKON Invetment Holdings Limited, for the manufacture of
Industrial Packaging Products.
During the current financial year, the entire shareholding of Schoeller
Area Time Material Handling Solutions Limited, India, which was held by
Time Techno plast Limited has been transferred to Schoeller Area Time
Holding PTE Limited, Singapore.
As required under the Listing Agreement with the Stock Exchanges,
Consolidated Financial Statement of the Company and all its
subsidiaries have been prepared in accordance with the Accounting
Standards issued by the Institute of Chartered Accountants of India,
and show the financial resources, assets, liabilities, income, profits
and other details of the Company, its associate Companies, its joint
ventures and its subsidiaries aftere limination of minority interest,
as a single entry.
As per the general exemption granted vide General Circular no 2/2011
dtd 8.2.2011 issued by the Ministry of Corporate Affairs, to all the
companies under the Sec 212 of the Companies Act, 1956, the Company has
passed necessary Board resolution for exemption for the year ended
March 31, 2011 from attaching to its Balance Sheet, the individual
Annual Reports of the subsidiaries. A Consolidated Financial statement
of the Company and all its subsidiaries has been attached with the
annual report of the Company. The Annual Accounts of the subsidiary
companies and the related detailed information, shall be made available
to the shareholders of the Company. seeking such information.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits
within the meaning of Section 58-A of the Companies Act, 1956.
ENERGYCONSERVATION:
Your Company continues to emphasize on energy conservation at the early
stage of plant design and in selection of plant and equipment,
electrical motors /designs for optimizing energy consumption by
installation of necessary equipment to improve the power factor with a
view to achieve better energy efficiency at all levels of operations.
TECHNOLOGYABSORPTION:
The Collaborators offer periodical training to improve the quality of
the Company''s products and performance to conform to the latest
international standards. Besides, employees of the Company have been
attending in-house training programs designed and developed with the
help of Collaborators for better understanding of the technology and
the Collaborators continue to express their full satisfaction and
appreciation with the level of technology absorption in the Company.
FOREIGN EXCHANGEEARNINGS&OUTGO:
Total foreign exchange earnings - Rs.605.70 Mn (in cluding deemed
exports]
Total foreign exchange outgo - Rs.2607.49 Mn (in cluding value of
imports on CIF basis]
QUALITY MANAGEMENT SYSTEM:
The Company''s products comply with the latest international standards
in quality and performance. All the major units of the Company are ISO
Certified as on date.
AUDITORS:
The Statutory Auditors of the Company, M/s Raman S .Shah & Associates,
Chartered Accountants retire at the ensuing Annual General Meeting and
being eligible offer themselves for reappointment. The Company has
received a letter from to the effect that their appointment if made
would be within the prescribed limit under sec 224(1 B] of The
Companies Act 1956 and that they are qualified to be so appointed.
The Directors recommend the appointment of Raman S. Shah & Associates,
Chartered Accountants Mumbai as Statutory Auditors of the Company for
the financial year 2011-12 with the authority to the Board of Directors
to fix their remuneration.
CORPORATEGOVERNANCE:
During the year under review, your Company has taken adequate steps to
ensure that all mandatory provisions of Corporate Governance as
stipulated in clause 49 of the Listing Agreement have been complied
with. A separate Report on Corporate Governance along with the
Auditor''s Certificate on its compliance is given in Annexure to this
Report.
PARTICULARS OF EMPLOYEES:
Particulars of employees in accordance with the provisions of Section
217|2A] of the Companies Act, 1956 read with the Companies (Particulars
of Employees] Rules, 1975 as amended, are not given, as none of the
employees qualifies for such disclosure.
EMPLOYEE STOCK OPTIONS SCHEME:
Pursuant to the approval of the shareholders of the Company in the
Extraordinary General Meeting held on 0ctober20, 2006, the Company has
implemented the TTL EMPLOYEES STOCK OPTION PLAN 2006 (ESOP Plan]. The
number of shares offered under the said scheme was 1,050,000 equity
shares of Rs. 10 each ( now 105,00,000 equity shares of face value Rs.
1, after the equity shares of Rs.10each were split into loequity shares
of Rs.1eachontheRecord Date of 06th November.2008].
The Compensation Committee approved the initial grant of 737,200
options of Rs. 10 each (now 7,372,000 options of Rs. 1 each, to Various
employees of the company. Under the said ESOP Plan.
During the Year
i] The Company obtained in principle approval of NSE and BSE for the
listing upto a maximum 10,500,000 equity shares of Rs.1 each to be
issued under the TTL Employees Stock Option Scheme - 2006 .
ii] The Compensation Committee extended the exercise period up to 31st
July,2011 for the options vested on 15.11.2007.
iii] Number of options granted: Nil; Number of options exercised: Nil
PERSONNEL AND INDUSTRIAL RELATIONS:
The relations with the employees were cordial during the year
DIRECTORS''RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA] of the Companies
Act, 1956 with respect to Directors'' responsibility statement, it is
hereby confirmed:
a. That in the preparation of the annual accounts for the financial
year ended 31st March 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
b. That the Directors have 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 of the Company for that period;
c. That 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;
d. That the Directors had prepared the accounts for the financial year
ended 31st March 2011, on a going concern basis.
APPRECIATION:
Your Directors place on record their sincere appreciation to the
employees of the Company who worked untiringly and relentlessly. Your
Directors are grateful to shareholders, collaborators, customers and
suppliers of the Company for their valuable support. Above all, the
Directors are indebted to Financial Institutions, Banks, Government and
Semi-Government Authorities without whose help the Company could not
have come this far.
For and on behalf of the Board
ANIL JAIN BHARAT VAGERIA
MANAGING DIRECTOR DIRECTOR
Place : Mumbai,
Date : 27th May, 2011
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