To The Shareholders of GLORY FILMS LIMITED
The Directors are pleased to present the 16th Annual Report and the
Audited Statements of Accounts for the year ended 31st March, 2013, and
the Auditors'' Report thereon.
Financial results of the Company for the year under review along with
the figures for previous year are as follows:
(Rs. in Lacs)
Particulars 2012-2013 2011-2012
Total Income 7,723.24 13,175.72
Total Expenditure 7,869.58 11,605.65
Profit / (Loss) before Interest,
Depreciation & Tax (146.34) 1,570.07
Depreciation 1,431.62 1,432.19
Interest & Financial Charges 651.53 2,134.40
Loss Before Tax (2,229.49) (19,96.52)
Less: Provision for Taxation :
Deferred Tax Asset / (Liability) (318.32) 21.96
Loss After Tax (2,547.81) (1,974.56)
During the year under review, your Company has recorded a total income
of Rs. 7,723.24 lacs (previous year Rs.13,175.72 lacs), representing a
decrease of approximately 41.38%. Your Company incurred a Loss before
tax of Rs. 2,229.49 lacs (previous year Profit Before Tax Rs. 1,996.52
lacs). The Loss for the year was on account of increase in raw material
prices, which largely depends on the movement of crude oil prices. Your
Directors are optimistic of a turnaround in the coming years, due to
the rise in demand for the plastic packaging products in India and
Your Directors have not recommended payment of any dividend, on account
of the loss incurred for the year under review.
Manpower Development Process
The Company''s Human Resource Division has finalized an organization
structure that supports the vision and strategy of the Company. The
organization structure is divided into five bands: Strategic,
Operational, Manager, Executive and Support, which have been further
divided into various levels. All Glory employees are assigned a level
under a particular band depending upon their role, impact and
criticality of job and the contribution to the Company''s strategy.
Particulars of Employees
None of the employees fall under the purview of the provisions of
Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975 including Companies (Particulars
of Employees) Rules, 2011, as amended.
a) Internal Auditors
The Internal Auditors, M/s. A D V & Associates, Chartered Accountants,
Mumbai have conducted the internal audits periodically and submitted
their reports to the Audit Committee. Their reports have been reviewed
by the Audit Committee and the Statutory Auditors.
b) Statutory Auditors
M/s. Mittal & Associates, Chartered Accountants, Mumbai, the Statutory
Auditors of the Company, retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Company has received a letter from them to the
effect that their appointment, if made, would be within the prescribed
limit under Section 224 (1B) of the Companies Act, 1956. Your Directors
recommend the re-appointment of M/s. Mittal & Associates, Chartered
Accountants, as the Statutory Auditors of the Company, at the ensuing
Annual General Meeting.
c) Auditors'' Report
With respect to the following comments on the Statement of Accounts
referred to in the Report of Auditors, your Directors reply as under:
1. Sr. No. v(b), of the Annexure to Auditors'' Report, transactions for
purchase / sale of goods have not been made on cash basis, at prices
which are reasonable;
2. Sr. No. (vi), of the Annexure to Auditors'' Report, the Company has
accepted deposit falling within the purview of Sections 58A and 58AA
and the compliances for the same is pending;
3. Sr. No. (xi), of the Annexure to Auditors'' Report, the Company has
made delayed payment of Installments of term loans taken from State
Bank of India and Indian Overseas Bank during the year and the
Installments for certain months are still outstanding. Further,
Company has over utilized Cash Credit Facilities from State Bank of
India, Indian Oversea Bank, Central Bank of India & Dena Bank resulting
the account of the Company is considered as Non Performing by these
4. Sr. No. (xv), of the Annexure to Auditors'' Report, The Company has
given a corporate guarantee of Rs. 760 lacs to a bank for loans taken by
a company in which directors relatives are interested.
Board of Directors'' Reply :
1. With respect to the sale or purchase of goods made on credit basis
to a party, entered in the Register under Section 301 of the Act, the
transaction are on the same terms and conditions to the credit period
and pricing like any other parties and further the same does not fall
within the purview of Section 297 of the Act;
2. The Company is in the process of filing necessary returns with the
Registrar of Companies for the deposits accepted during the year.
However these deposits are in nature of deposits accepted from supply
and selling agents for the purpose of trade / for the business of the
3. The Board of Directors have submitted a proposal for Corporate Debt
Restructuring to its bankers which is under consideration.
4. The Corporate Guarantee given is not prejudicial to the interest of
the Company, as the company has given the said guarantee on commercial
prudent in the business interest of the Company and none of the
Directors are holding any shares or directorship in the said Company.
d) Cost Auditors
M/s. B. F. Modi & Associates, Cost Accountants, Mumbai have been
re-appointed as the Cost Auditors of the Company to submit the Cost
Audit / Cost Compliance Report along with the requisite annexures duly
certified by them for the financial year commencing from 01st April,
2013 to 31st March, 2014, by the Board of Directors at their meeting
held on 30th May, 2013.
The Cost Audit Report for the financial year ended 31st March, 2012 has
been filed on 31st December, 2012 in XBRL format, which was within the
due date of 31st January, 2013 vide the General Circular No. 43/2012
issued by the Ministry of Corporate Affairs dated 26th December, 2012.
Change in Board of Directors
Mr. Prakash N. Kela resigned as a Director of the Company with effect
from 29th September, 2012. The Board accords its appreciation for his
contributions during his tenure as a Director of the Company.
Mr. Navin C. Chokshi resigned as a Director of the Company with effect
from 25th November, 2012. The Board accords its appreciation for his
contributions during his tenure as a Director of the Company.
Mr. Rakesh Srivastava was appointed as an Additional Director of the
Company with effect from 09th February, 2013 and he holds office up to
the date of the ensuing Annual General Meeting. The Company has
received a Notice under Section 257 of the Companies Act, 1956, from a
member proposing his candidature as a Director, liable to retire by
In accordance with the requirement of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Muralidharan Iyengar,
Director of the Company retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Your Directors recommend the above appointment / re-appointments.
Change of Name of the Company
The name of the Company was changed from ''Glory Polyfilms Limited'' to
Glory Films Limited'', on obtaining the approval of the members vide a
Special Resolution passed at the 15th Annual General Meeting held on
29th September, 2012. A Fresh Certificate of Incorporation consequent
to the change in name of the Company was issued by the Registrar of
Companies, Maharashtra, Mumbai on 04th February, 2013.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
(i) that in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with explanation relating
to material departures, if any;
(ii) 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 ended 31st
March, 2013 and of the Loss of the Company for that financial year;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting record in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
(iv) that the Directors have prepared the Annual Accounts on a going
Report on Corporate Governance
A detailed report on Corporate Governance has been provided elsewhere
in the Annual Report, as stipulated in Clause 49 of the Listing
Agreement with the Stock Exchanges.
Management Discussion and Analysis
A separate section on Management Discussion and Analysis, as stipulated
in Clause 49 of the Listing Agreement with the Stock Exchanges is given
in the Annual Report.
The Company has taken / availed unsecured loans from Directors /
promoters to meet with the stipulations of the lending Banks, and from
others to meet with the fund requirements for the business of the
Company in the nature of deposits accepted from supply and selling
agents for the purpose of trade / for the business of the Company. The
Company would comply with the requirements of Section 58A of the
Companies Act, 1956 and Rules made there under, to the extent as may be
Conservation of Energy & Technology Absorption, Foreign Exchange
Earning and Outgo:
As required under Section 217(1) (e) of the Companies Act, 1956, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, the particulars in respect of conservation of
energy, technology absorption and foreign exchange earnings and outgo
are set out in Annexure to this Report.
Your Directors place on record their appreciation of the support
extended by customers, investors, bankers, business associates, vendors
and various government agencies. The Directors also sincerely
acknowledge the significant contributions made by all the employees for
their dedicated services to the Company.
For and on behalf of the Board of Directors
Place: Mumbai Yogesh P. Kela
Date: 12th August, 2013 Chairman and Managing Director