DIRECTOR'S REPORT Dear Shareholders, The Board presents its 36th Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March, 2015. DIVIDEND AND TRANSFER TO RESERVES The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year. OPERATIONS (GENERAL REVIEW) During the year your company achieved a Gross turnover of Rs. 27380.92 Lacs as against Rs. 20508.89 Lacs in the previous year. Profit before tax and extra ordinary income has increased to Rs. 1247.62 Lacs from Loss of Rs. 120.96 Lacs of previous year mainly due to improvement in margin and increase in production on account of closer of few foil manufacturing units. Exports have increased to Rs. 1806.59 Lacs from Rs. 1698.15 Lacs. ISO 9001-2008 CERTIFICATION The company have been awarded ISO 9001:2008 certificate on 01st May 2012 by BVQI. DIRECTORS Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Shri Sahil R Shah is liable to retire by rotation and being eligible offers himself for re-appointment Pursuant to the provisions of Section 161 (1) of the Companies Act 2013 and the Articles of Association of the Company, Mrs. Sakshi S Shah was appointed as Additional Director w.e.f. 27th March, 2015 and he shall hold office up to the conclusion of 37th Annual General Meeting of the Company in the calendar year 2016 and in respect of whom the company has received a notice in writing under section 149 of the Companies act, 2013 from a member proposing his candidature for the office of director, be and is hereby appointed as woman director the company Mrs. Sakshi S Shah is not disqualified from being appointed as a Director in terms of Section 164 of the Act and have given their consent to act as Director. INDUSTRIAL RELATIONS The company continues to maintain cordial relation with its Workers, Supervisors & Officers in all divisions to enable it to achieve better performance. DEMAT TRADING As per the directives of The Securities and Exchange Board of India (SEBI), the Company's shares are being compulsorily traded in the dematerialization mode with effect from 2nd of April, 2001. Necessary agreements have been entered by the Company with NSDL, CDSL and with M/s Sharepro Services (India) Private Limited, who is registrar for transfer of shares (Demat and physical) of the company. DIRECTORS RESPONSIBILITY STATEMENT According to provision of Clause (c) sub-section (3) of section 134 of company act 2013 of your Directors would like to inform the members that the audited accounts for the financial year 31 st March 2015 are in full conformity with the requirements of the Companies Act, 2013. The financial results are audited by the statutory auditors M/S Sharma Ash ok Kumar & Associates, Chartered Accountants, Pali. The Directors further confirm that:- a. The applicable accounting standards have been followed in the preparation of the Annual Accounts and proper explanations have been furnished, relating to material departures, if any; b. Accounting Policies have been selected and applied consistently and reasonably, and prudent judgments have been made so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2015 and of the . profit of the Company for the year ended on that date; c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and detecting fraud and other irregularities. d. The annual account has been prepared on a going concern basis. CORPORATE GOVERNANCE Your Company has been practicing the principals of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement(s) with the Stock Exchanged) forming part of the Annual Report. PARTICULARS OF LOAN, INVESTMENT & GUARANTEE The company have complied with ail the provisions of section 186 of companies act 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year ended 31st March 2015. WHISTLE BLOWER POLICY The Company has in place a Vigil Mechanism/Whistie Blower Policy. The policy provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct policy. The mechanism provides for adequate safeguards against victimization of employees to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee. RELATED PARTY TRANSACTION The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of companies act 2013 is furnished in Note no. 50 and is attached to this report. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirement as stipulated in Section 149(6) of the Companies act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies act, 2013 and the relevant rules. AUDITORS M/s Sharma Ashok Kumar & Associates, Charted Accountants, Pali the Auditors of the Company, to audit the accounts of the company for the Financial Year 2015-16. As required under the provisions of the Section 139 of the companies act 2013, the Company has obtained written confirmation from M/s Sharma Ashok Kumar & Associates, Chartered Accountants, Pali aware that their appointment if made would be in conformity with the limits specified in the Section. AUDITOR'S REPORT Observations in the Auditors Report read with relevant notes forming part of the accounts are self-explanatory and give the required information. COST AUDIT M/s. Rajesh & Company, Cost Accountants, Jaipur have been appointed for auditing cost accounting records of the Company for the year ending 31st March, 2016. Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Rules made there under, Members are requested to consider the ratification of the remuneration payable to M/s. Rajesh & Company, Cost Accountants, Jaipur. The due date for filing of the Cost Audit Reports for the financial year 2014-15 was 30th September, 2015. The Company has filed the Reports with the Ministry of Corporate Affairs within due date. The Company has received letter from Cost Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for reappointment SECRETARIAL AUDIT During the year under review, M/S M Sancehti & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments. PREVENTION OF SEXUAL HARASSMENT POLICY The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provision of the Clause (m) of sub-section (3) of section 134, read with Companies Disclosure of particulars in the report of Board of Directors Rules 2014, regarding conservation of Energy, Technology absorption & Foreign Exchange earnings and outgo is given in the Annexure "A" forming part of this report EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAMIERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT There was no qualifications, reservations or adverse remarks made by the auditors in their report. ACKNOWLEDGEMENTS The Board gratefully acknowledges the understanding and support received by the Company from its employees. It also places on record its deep gratitude for the unstinted support the Company has received from the Banks, Institutions, the Central Government, the various State Governments and the local authorities during the year. Specific acknowledgement is also made for the confidence and understanding shown by the Members in the Company. By order of the Board For P G Foils Limited ( PANKAj P SHAH ) Managing Director Place : Pipalia Kalan Date : August 11, 2015 REGISTERED OFFICE : 6, Neptune Tower, Ashram Road, AHMEDABAD-380 009 |