The Directors have pleasure in presenting their 27th Annual Report and
Audited Accounts for the year ended 31st March 2015.
Financial Results [Rs. In Lacs]
Particulars Year ended Year ended
Gross Revenues 6473.57 5767.12
Profit / (Loss) before Interest,
Depreciation and Tax 742.17 762.64
Financial Expenses 165.73 168.83
Depreciation & Amortization 492.88 485.15
(Loss)/ Profit Before Tax 83.56 108.66
Taxation for the year 47.00 21.40
(Loss)/ Profit After Tax 36.56 87.26
Deferred Tax Adjustment (50.97) (20.86)
Net (Loss) Profit after Deferred Tax
Adjustment 87.53 108.12
Profit/(Loss) brought forward from
previous year 179.17 71.05
Balance carried forward 266.7 179.16
Note: Previous year figures have been regrouped wherever considered
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
The total revenue of the Company during the year 2014-15 was Rs.
6473.57 Lacs as compared to Rs. 5767.12 Lacs of previous fiscal year.
The Cash Profit was Rs. 742.17 Lacs whereas net profit after tax was
Rs. 87.53 Lacs during the year under review.
Products & Business
The Company''s main business is Food Service Disposables. Your company
continues to be market leader in India. During the year Company has
successfully completed erection of new project for manufacturing of
Food Storage Container at its factory situated at Silvassa. The
commercial production of these new products commenced w.e.f.01.05.2015.
These Food Storage Container are manufactured in India for the first
time, through unique process of Thermoforming, which gives the Company,
ability to do mass production at extremely low cost.
The Company also manufactures three Compartment Lunch Box suitable for
Office, School as well as a Picnic lunch box.
During the year the Company achieved an Export Turnover of Rs. 866.44
Lacs as compared to Rs. 850.33 Lacs in the previous year.
There is no amount has been proposed to carry to Reserves.
Directors'' Responsibility Statement [Section 134 (5)]
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
b) 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 as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern''
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Directors and Key Managerial Personnel
Mrs. Smita Sanghavi (DIN:00240592), the Director of the Company retires
by rotation at the ensuring Annual General Meeting and being eligible
offers herself for re-appointment. The Board recommends her
The term of Mr. Pankaj Doshi, Managing Director of the Company will
expire on 31st December, 2015. The Board of Directors, at its meeting
held on 7th August, 2015 and on the recommendation of the Nomination
and Remuneration Committee has re-appointed Mr Pankaj Doshi, Managing
Director of the Company for a further period of 3 years w.e.f. 1st
During the year under review, the members approved the appointments of
Shri Hemant Bhuta, Shri Mehul Patel and Shri R S Maker as Independent
Directors who are not liable to retire by rotation. The members have
also re-appointed Shri Harish Doshi as the whole-time Directors of the
During the year under review, Mr Nikunj Kiri has resigned from the post
of Company Secretary of the Company and Mr. Manish Navalakha has been
appointed as Chief Financial Officer of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
The details of programmes for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
The following policies of the Company are put up on the website of the
a) Policy for selection of Directors and determining Directors
b) Remuneration Policy for Directors, Key Managerial Personnel and
Meetings of the Board
The Board of Directors duly met Five times on 2nd April,2014, 18th
April, 2014, 4th August,2014, 16th October,2014 and 31st January,2015.
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act. The performance of the Board was evaluated by
the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness
of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
The Board and the Nomination and Remuneration Committee (NRC)
reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive Directors and non-executive Directors. The same was
discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
The Audit Committee comprises of Independent Directors namely of Mr.
Mehul Patel, Mr. R. S. Maker and Mr. Hemant Bhuta. The Chairman of the
Committee is Mr. Mehul Patel. All the recommendations made by the Audit
Committee were accepted by the Board.
The terms of office of M/s. Shah, Shah & Shah as the Auditors of the
Company will expire at the conclusion of the ensuing Annual General
Meeting of the Company and being eligible offer themselves for
re-appointment as Auditors of the Company. The Company has received a
certificate from the Auditors to the effect that their appointment, if
made, would be within the prescribed limits under Section 141 of the
Companies Act, 2013. The members are requested to appoint the Auditors
and authorize the Board to fix their remuneration. The Audit Report
does not contain any qualification, reservation or adverse remark.
The Board has appointed Mr. Prashant Diwan, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure I to this Report. The
Secretarial Audit Report contain non-compliance of Section 203(1)(iii)
of the Companies Act, 2013. However there is no reservation or adverse
As regards the observations made in Secretarial Audit Report the
Directors clarify as under.
The company is in process of appointing a company secretary.
The Company has not accepted any Deposits from the Public during the
Particulars of Loans given, Investments made, Guarantees given and
Securities provided under section 186 of the Companies Act, 2013
There was no loans and guarantees given, no investments made and no
securities provided by the Company under Section 186 of the Companies
Act, 2013 during the year under review and hence the said provision is
Particulars of Contracts or Arrangements made with Related Parties.
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure II to this Report.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure
III to this Report.
Particulars of Employees and related disclosures
The particulars of employees required to be furnished pursuant to
Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3
of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith as Annexure IV to this
Report. However, as per the provisions of Section 136 of the Companies
Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Annual Report excluding the statement of particulars of employees, is
being sent to all members of the Company. Any member interested in
obtaining a copy of the said statement may write to the Compliance
officer of the company at the Registered Office of the Company.
In terms of Clause 49 of the Listing Agreement entered into with the
Stock Exchanges at Mumbai, a Report on Corporate Governance and
Certificate from the Auditors of the Company is given in the Annexure V
which form part of the Directors'' Report.
As regards the observations made in auditors Certificate on Corporate
Governance the Directors clarify as under.
The company is in process of appointing a company secretary Management
Discussions and Analysis
A brief note on Management Discussions and Analysis of the results for
the year under review is given in Annexure VI which forms part of the
Corporate Responsibility Statement (CSR):
Your Directors state that the provisions of Section 135 of the
Companies Act, 2013 regarding the provisions Corporate Social
Responsibility is not applicable to the Company as the Company is not
falling under the said parameters.
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee. The Policy on vigil mechanism and
whistle blower policy may be accessed on the Company''s website.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which this financial statements relate on the date of this report.
2. The Company does not have any Risk Management Policy as the
elements of risk threatening the Company''s existence is very minimal.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s
operations in future.
4. Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors take this opportunity to thank all employees of the
Company for their hard work, dedication and commitment and appreciate
the co-operation received from the Bankers and other Government
authorities during the year under review.
For and on behalf of the Board
DIN No: 00873796
Date: 7th August 2015