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You can view full text of the latest Director's Report for the company.

ISIN: INE782L01012INDUSTRY: Plastics - Pipes & Fittings

NSE   ` 7.90   Open: 7.90   Today's Range 7.90
7.90
+0.35 (+ 4.43 %) Prev Close: 7.55 52 Week Range 3.95
10.15
Year End :2016-03 

To, The Members,

On Behalf of the Board of Director of your Company, it is our privilege to present the 26th Annual Report on the business and operations of the company together with the audited statement of accounts for the financial year ended March 31, 2016 and Auditor's Report thereon.

1. Financial Highlights

The Standalone Financial Performance of your company is as follows:

Particulars

2015-16

2014-15

(Rupees In Lacs)

(Rupees In Lacs)

Turnover

14007.29

10570.87

Profit before finance charges,

1030.27

829.91

Tax, Depreciation/Amortization (PBITDA)

Less: Finance Charges

596.06

477.88

Profit before Depreciation/Amortization (PBTDA)

434.21

352.03

Less: Depreciation

116.76

88.38

Add: Exceptional Items

(4.50)

10.41

Less: Prior Period Items

10.03

-

Net Profit before Taxation (PBT)

302.92

274.06

Provision for taxation

110.8*

37.44

Profit/(Loss) after Taxation (PAT)

192.12

236.62

Provision for proposed

Dividend

Dividend tax

-

-

Transfer to General Reserve (Profit for

192.12

369.81

the year and depreciation written back)

*Subject to the provision of MAT adjustment.

Particulars

2015-16

2014-15

(Rupees in Lacs)

(Rupees in Lacs)

Turnover

34309.17

20250.47

Profit before finance charges,

Tax, Depreciation/Amortization (PBITDA)

1101.32

876.99

Less: Finance Charges

606.04

478.08

Profit before Depreciation/Amortization (PBTDA)

495.28

398.91

Less: Depreciation& Amortization of expenses

116.76

90.74

Add: Exceptional Items

(4.50)

10.41

Less: Prior Period Items

10.03

-

Net Profit before Taxation (PBT)

363.99

318.58

Provision for taxation

(113.28)

42.26

Profit/(Loss) after Taxation (PAT)

250.71

276.32

Share of profit transferred to minority interest

1.90

1.73

Profit for the year

248.80

274.59

Provision for proposed Dividend

-

-

Dividend tax

-

-

Transfer to General Reserve (Profit for the year and depreciation written back)

248.80

274.59

The Company began this year by achieving business growth and reduction of unnecessary expenses. The business increased marginally as the revenues earned for the current year were Rs. 1, 3999.23 Lacs as compared to Rs. 10541.48 Lacs during the previous year.

The business performance and future outlook has been discussed elaborately in the Management Discussion and Analysis Report.

3. Change(s) in the nature of business

During this period there is no change in business of the Company or in the subsidiaries' business or in the nature of business carried on by them.

4. Dividend

Keeping in view the Company's need for capital and its growth plans, the Directors do not recommend any dividend for the year ended March 31, 2016. As the company is considering issuing bonus shares.

5. Transfer to Reserves

The amount to be transferred to reserves during the year is Rs. 192.12 Lacs. (Rs. 192.12 is on account of the profit during the year).

6. Changes in Share Capital

There is no change in the Share capital of the company during this financial year.

Details pertaining to shares in suspense account - N.A.

Details relating to material variations - N.A

7. Directors and Key Managerial Personnel

Following are the directors and KMPs of the company as on date:

Brief Description

Promoter, Graduation from DU, MBA

Expertise

Marketing and Finance

Name of other Companies where holds directorship

Superlink Polyfeb Ltd. Sanco Enterprises Pvt. Ltd.

2) Mr. Sidhant Gupta (Whole Time Director)

Brief Description

Promoter, B.B.A. from Dibrugarh University, Commercial Pilot from Eagle Flight Academy, New Zealand

Expertise

Strategic Planning & Business Development and Overseas Operations.

Name of other Companies where holds directorship

Superlink Polyfeb Ltd. Sanco Enterprises Pvt. Ltd. Sanjita Polymet Lmited

3) Mrs. Rita Gupta (Whole Time Director)

Brief Description

Promoter, Post-Graduation from CCS University.

Expertise

Fields of Business & Official Management

Name of other Companies where holds directorship

N/A

4) Mr. Saurabh Gupta (Independent Director)

Brief Description

B.Com, CA, DISA

Expertise

Audit and Taxation

Name of other Companies where holds directorship

N/A

5) Mr. Sanjeev Kumar Jain (Independent Director)

Brief Description

Graduation from DU,CA

Expertise

Audit, Commerce and Taxation

Name of other Companies where holds directorship

N/A

Brief Description

B.A Graduate and LLB from CCS University

Expertise

Advisory and Legal Matters

Name of other Companies where holds directorship

NSUS Infotel Private Ltd.

7) Ms. Preeti Gupta (Company Secretary)

Brief Description

Graduation from DU, Member of ICSI

Expertise

Corporate & Listing Compliances Matters.

Name of other Companies where holds directorship

N/A

8) Mr. Vipul Singhal (Chief Finance Officer)

Brief Description

B.Com from CCS University, MBA Finance from UPTU University

Expertise

Finance

Name of other Companies where holds directorship

N/A

Mrs. Rita Gupta, Director of the Company retiring by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends the appointment of the above Director.

8. Statement on declaration given by Independent Directors under sub- section (6) of Section 149

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements 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.

9. Number of meetings of Board of Directors

10. Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

The performance of all the directors during the year was satisfactory and towards the growth prospects.

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the devoted services of all employees of the Company.

11. Managerial Remuneration

- During the year there is no increase in remuneration of directors and KMP.

- The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

- The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:

- Basic Pay

- Perquisites and Allowances

- There are 114 permanent employees on the rolls of company:

Work Place - 100

Corporate Office - 14

- Remuneration to Non-Executive Directors: The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders.

Remuneration to other employees: Employees remuneration shall be determined within the appropriate qualifications and work experience and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

12. Details of Subsidiary

Your Company has two Subsidiaries, M/s Sanjita Polymet Ltd. (Company Incorporated in Hong Kong) and M/s Superlink Polyfeb Ltd. (India)

M/s Sanjita Polymet Ltd. (Wholly Owned Subsidiary)

M/s Sanjita Polymet Ltd. was incorporated in August, 2013 in Hong Kong to promote trading of PVC Raw Materials and Metal Products in International market. However, the Company has made investment of 10,000 USD in the paid up share capital of M/s Sanjita Polymet Ltd. during the year.

M/s Superlink Polyfeb Ltd.

M/s Superlink Polyfeb Ltd. became subsidiary of the company during the year as company invested in the paid-up share capital of above mentioned company. The company owns 51% of M/s Superlink Polyfeb Ltd.

M/s Superlink Polyfeb Ltd. is the material subsidiary of Sanco Industries Ltd as per the SME listing agreement.

During the year the performance of M/s Sanjita Polymet Ltd. and M/s Superlink Polyfeb Ltd. was satisfactory.

13. Statutory Auditors

The Auditors of the Company M/s V J M & Associates, Chartered Accountants, Delhi hold office until the conclusion of forthcoming Annual General Meeting and being eligible, offer them for appointment. The Company has also received intimation to the effect that their reappointment, if done, would be within the limits laid down under Section 139(1) of the Companies Act, 2013.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

14. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014,Cost Audit has become applicable on your company for the financial year 2015-16 accordingly M/s Rahul Jain & Associates has been appointed as Cost Auditors.

15. Secretarial Audit Report

There were no qualifications, reservations or adverse remarks or disclaimer given by the company secretary in practice in the secretarial audit report.

16. Response to Auditor's Remarks

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

17. Disclosure on Employee Stock Option/Purchase Scheme

The Company has not provided any Employee Stock Option Scheme or Purchase Scheme to the employees.

18. Audit Committee

The Audit Committee of the company has been dealing with matters prescribed by the Board of Directors on a case-to-case basis. In general, the primary role/objective of the Audit Committee is to review the financial statements of the Company, strengthen internal controls & look into all transactions having monetary implications on the functioning of the Company. The nomenclature, constitution and terms of reference of the Committee are as per the provisions of the Section 177 of the Companies Act, 2013 and Clause 52 of the Listing Agreement of the Stock Exchange. The audit committee will also do the function required for vigil mechanism of the company.

The Committee consists of three Directors. Out of that two Directors are Non-Executive and Independent Directors in accordance with the prescribed guidelines. Mr. Saurabh Gupta is the Chairman of the Committee. The other members are Mr. Deepak Gupta and Mr. Sanjay Gupta, Managing Director of the Company. The members of the Committee have adequate knowledge in the field of finance, accounting, and law. The Scope of the functioning of the Audit Committee is to review, from time to time, the internal control procedures, the accounting policies of the Company and such other functions, as may be recommended from time to time by SEBI, Stock Exchanges and/ or under the Companies Act, 2013, which inter-alia include review of:

i. The recommendation for appointment, remuneration and terms of appointment of auditors of the company.

ii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.

iii. Examination of the financial statement and the auditor's report thereon;

iv. Approval or any subsequent modification of transactions of the company with related parties;

v. Scrutiny of inter-corporate loans and investments;

vi. Valuation of undertakings or assets of the company, wherever it is necessary;

vii. Evaluation of internal financial controls and risk management systems;

viii. Monitoring the end use of funds raised through public offers and related matters.

ix. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.

x. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control system.

xi. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority to the official heading the department, reporting structure coverage and frequency of internal audit.

xii. Discussion with internal auditors any significant findings and follow-up thereon.

xiii. Reviewing the findings of any internal investigations by the internal auditors into matter where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

xiv. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

xv. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

xvi. To review the functioning of the Vigil Mechanism. The Chairperson of Audit Committee will act as the chairperson of the vigil mechanism.

19. Vigil mechanism

As per the provisions of Companies Act, 2013 there is a mandatory requirement to establish a mechanism called 'Vigil Mechanism' for the directors and employees of the Company to report concern about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

The Vigil Mechanism ("the Policy") has been formulated with a view to provide a mechanism for employees of the Company to approach the Ethics Counselor / Chairman of the Audit Committee of the Company."

20. Nomination and Remuneration Committee

The Committee has been constituted to recommend/review the remuneration package of the Whole Time Directors apart from deciding other matters. The remuneration policy is directed towards rewarding performance based on review of achievements, which are being reviewed periodically, which is in consonance with the existing industry practices.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, a Nomination and Remuneration Committee be constituted consisting of -Mr. Sanjeev Kr. Jain - Non-Executive, Independent Director

Mr. Deepak Gupta - Non-Executive, Independent Director

CA Saurabh Gupta - Non-Executive, Independent Director

As members to carry out such functions set out in Section 178 of the Companies Act, 2013 and that the quorum shall be any two Directors personally present including the Chairman."

21. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 a Stakeholders Relationship Committee be constituted consisting of -

Mr. Deepak Gupta - Non-Executive, Independent Director

Mr. Sanjay Gupta - Managing Director

Mr. Sanjeev Kr. Jain - Non-Executive, Independent Director

As members to consider and resolve complaints/ grievances of the security holders of the Company so as to ensure that timely relief is extended to stakeholders/investors in respect of their complaints.

The terms of reference of the Stakeholders Relationship Committee include the following:

i. It shall have the authority to investigate into any matter in relation to transfer of securities or referred to it by the Board and for this purpose, shall have full access to information contained in the records of our Company and external professional advice, if necessary.

ii. To investigate any activity within its terms of reference.

iii. To seek any information from any employee.

iv. To seek information from share transfer agents.

v. To obtain outside legal or other professional advice.

vi. To secure attendance of outsiders with relevant expertise, if it consider necessary.

vii. To approve issue of duplicate share certificates and to oversee and review all matters connected with the transfer, transmission and issue of securities.

viii. To approve share transfer/ transmission securities periodically, whether by circular resolution or otherwise.

ix. To look into redressing of shareholders' complaint like transfer of shares, non-receipt of balance sheet, non receipt of declared dividends etc.

x. To oversee the performance of the Registrar and transfer Agents and recommended measures or overall improvement in the quality of investors services.

22. Risk Management Policy

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

23. Extract of the annual return

The extract of annual return as on the financial year ended March31, 2016 in Form No. MGT-9 is attached with this report.

24. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

There is no material changes occurred subsequent to the close of the financial year ended 31.03.2016 affecting the financial position of the Company.

25. Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future

During the year there are no significant and material orders passed by the regulators/ courts/tribunals impacting the going concern status and the Company's operations in future.

26. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

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 was observed.

27. Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

28. Particulars of loans, guarantees or investments under section 186

- Details of loans, guarantee/security provided:

There were no loans, guarantees or security made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

- Details of investments:

SL No.

Date of investment

Name of investee

Purpose for which the proceeds

Equity Shares

Amount

1

29/04/2015

Sanjita Polymet Ltd

For Making investment in Wholly owned Subsidiary

115000USD

72,74,613.00

2

19/08/2015

Sanjita Polymet Ltd

For Making investment in Wholly owned Subsidiary Company

30000USD

19,57,725.00

29. Particulars of contracts or arrangements with related parties

Date and No. Contract or Arrangement

Name of Parties to Contract

Particulars of Contract

Name of Directors Interested

1st April 2015- 31st March, 2016

Shakuntla Gupta

Rent paid to Mrs. Shakuntla Gupta of Rs. 4.50 Lacs

Shakuntla Gupta

1st April 2015- 31st March, 2016

Rita Gupta

Rent paid to Mrs. Rita Gupta of Rs. 4.50 Lacs

Rita Gupta

29ThApril 2015

Sanco Industries Ltd & Sanjita Polymet Ltd

Co. Invested in shares of M/s Sanjita Polymet Ltd for Rs.7274613.00

Sidhant Gupta

19ThAugust 2015

Sanco Industries Ltd & Sanjita Polymet Ltd

Co. Invested in shares of M/s Sanjita Polymet Ltd for Rs.1957725.00

Sidhant Gupta

28ThJanuary 2016

Sanco Industries Ltd & Sanjita Polymet Ltd

Co. Purchased Goods from M/s Sanjita Polymet Ltd for Rs.7089165.00

Sidhant Gupta

1st April 2015- 31st March, 2016

Sanjay Gupta

Reimbursement of corporate Expenses to Mr. Sanjay Gupta of Rs. 45.26 Lacs against the payment of credit card used for company expenditure.

Sanjay Gupta

30. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance. The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and the requirements of the SME Listing Agreement and has implemented all the mandatory stipulations prescribed there under. Report on Corporate Governance for the year ended March 31, 2016 in terms of Clause 52 of the SME Listing Agreements entered into with the Stock Exchanges in India forms part of the Annual Report. The requisite certificate from the SAS & Associates (Practicing company secretaries) confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

31. Management Discussion and Analysis Report

Management Discussion and Analysis Statement on the Company's performance, industry trends and other material changes with respect to the Company is presented in a separate section forming part of annual Report.

32. Fraud Reporting

During the year, the company has reported no frauds.

33. Revision of financial statements or Board's Report No revision of financial statements or Board's Report.

34. Details of debenture trustees

The provisions related to debenture trustees are not applicable for the company.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013

During the Period no cases has been reported under Sexual Harassment of Women at Workplace

36. Details of unclaimed NCDs

The provisions related to unclaimed NCDs are not applicable for the company.

37. Details of Downstream Investment

The provisions related to downstream investment is not applicable for the company.

38. Details of Voluntary Delisting

The provisions related to voluntary delisting are not applicable for the company.

39. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY

I. Energy conservation measures taken

Conservation of energy is given top priority by the Company. During the year, the Company has taken following measures towards energy conservation:

- Organizing the operating procedures in such a way that energy losses are minimized by eliminating idle running

This has helped in reducing energy per unit.

- Optimization of electrical load by matching motor power capacity to the exact operational requirements

II. Additional Investment and proposals, if any, being implied for reduction of consumption

energy.

At present the company has no proposal for additional investment for reduction of consumption of energy.

III. Impact of measures at (I), (II) above for reduction of energy consumption impacting the cost of production of goods.

The measures adopted by the company for energy conservation have been instrumental in bringing down the cost of energy per unit of production in addition to improving quality.

B.TECHNOLOGY ABSORPTION

Effects made in technology absorption in prescribed form-B Research & Development (R & D)

The company is carrying research & development in routine manufacturing activities. There is no specific expenditure in research & development.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

The company has already absorbed technology fully

C. FOREIGN EXCHANGE EARNINGS & OUTGOES

(In Rs.)

Foreign Exchange Outgoes

246.04

Foreign Exchange earnings

NIL

40. Corporate Social Responsibility (CSR) and its terms of reference

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

41. Directors' Responsibility Statement

In terms of provisions of Section 134 (5) of the Companies Act, 2013, your Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies, 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 and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

42. Acknowledgements

Your Directors would like to express their sincere appreciation for significant contribution made by the Company's executives, staff and workers through their deep sense of dedication, hard work and commitment, and the trust reposed on us by our customers, in the overall growth and prosperity of the Company.

We also acknowledge the support and wise counsel extended to us by the analysts, financial institutions, bankers, Government authorities, customers, vendor, shareholders, investors and members at large. We look forward to having the same support in our future endeavors.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Sd/- Sd/-

Mr. Sanjay Gupta Mr. Sidhant Gupta

(Managing Director) (Director)

Place: Delhi

Date: 30th May, 2016