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

BSE: 531989ISIN: INE132E01015INDUSTRY: Packaging & Containers

BSE   ` 8.81   Open: 9.70   Today's Range 8.78
9.70
-0.43 ( -4.88 %) Prev Close: 9.24 52 Week Range 8.78
19.50
Year End :2015-03 
The Directors have pleasure in presenting their 31st Annual Report together with the Audited Accounts and Cash Flow Statements for the year ended 31st March 2015.

The financial results for the year ended 31st March 2015 are summarized Below.

                                                         (Rs. in Lakhs)

Particulars                                       2014-15       2013-14

Income from operations                             183.27       2277.50

Gross Profit                                  (-) 1369.01         36.50

Interest                                           145.12        214.62

Depreciation                                        21.86         30.91

Profit/(Loss) before taxation                  (-)1535.99     (-)209.04

Deferred Tax(Liability)/Asset                   (-) 18.66         48.74

Current tax                                         -               -

Net Profit/(Loss)After Taxation                (-)1554.65    (-) 160.29

Balance brought forward                             20.56        180.85 
Balance carried to

Balance Sheet                                 (-) 1534.09         20.56

1. Operations

The overall performance of the Company in terms of sales and turnover has been low in comparison with the previous year. During the year the under report the Company has incurred net loss of Rs 1554.65 Lakhs in comparison with net loss of Rs 160.29 Lakhs in the previous year. During the year the operations continued during the first quarter only and the production recorded was 99 MTs. Since the production was suspended with effect from 15th July 2014, the production figures and capacity utilization figures are not comparable with the previous year. The production was suspended due to increase in the prices of raw mateiral and fall in the selling price of the finished goods due to stiff competitions.

2. Erosion of Networth:

As on 31.03.2015 the net worth of the Company is 100% eroded and Company has become sick company under the provisions of the Sick Industrial Companies(Special Provisions) Act, 1985 (SICA). The Company would take steps to file report to the Board for Industrial and Financial Reconstruction (BIFR) in terms of the provisions of SICA.

3. Future Outlook

The Company is exploring options for revival including sale of the undertaking. The update status will be informed to the shareholders.

4. Disclosure as per Listing Agreement :

Clause 43 :

The Company's shares are listed on the Bombay Stock Exchange Ltd., P J Towers, Dalai Street, Fort, Mumbai . It is further informed that the listing fees for the year 2015-2016 has not been paid to the exchange due to shortage of funds and stoppage of operations.

5. Meetings of the Board of Directors :

During the year ended March 31st 2015, Six Board Meetings were held. The dates on which the Board Meetings were held are 29.05.2014, 14.08.2014, 26.09.2014,11.11.2014,09.02.2015 and 30.03.2015.

6. Statement on Declaration given by Independent Directors under Section 149(6)

The Independent Directors have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6).

7. Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following directors namely Sri K Goapl, Sri N S B Reddy and Sri N V S Rao.

Brief description of terms of reference :

a) Carry on the evaluation of every director's performance.

b) Formulation of criteria for determining qualification, positive attributes and independence of a Director.

c) Recommend policy to the Board relating to remuneration of the directors, key managerial personnel and other employees.

d) Devising a policy on board diversity

e) Any other matter as the board may decide from time to time.

Nomination and Remuneration Policy :

The objective of the policy :

a) Lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors and persons who may be appointed as key managerial persons and to senior management positions.

b) To provide reward directly linked to their effort, performance, dedication and achievement relating to company's operations.

c) To retain, motivate, promote talent to ensure long term sustainability of talented managerial persons and create competitive advantage.

d) Determine remuneration based on company's size and financial positions and trends and practices.

8. Particulars of Loans, Guarantees and Investments under Section 186

The Company has not given any loan, or guarantee, or provided any security in connection with a loan to any other body corporate or person during the financial year.

9. Particulars of contracts or arrangements with related parties referred to in Section 188(1) :

The particulars of contracts or arrangements with related parties referred to Sec 188(1) is prepared in Form NO. AOC-2 pursuant to Sec 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 2 to this report.

10. Extract of Annual Return :

The extract of Annual Return is prepared in Form MGT- 9 as per the provisions of Companies Act, 2013 and Rule 12 of the Companies ( Management and Administration ) Rules, 2014 and the same is enclosed as Annexure -3 to this report.

11. Corporate Governance

The Company has implemented the Corporate Governance Code during the year under report. A detailed report is enclosed and forms part of this Annual Report.

12. Directors Responsibility Statement

The Board of Directors of the Company hereby declares and states that :

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 at the end of the financial year 31.03.2015 and of the loss of the Company for the period ended 31.03.2015

c) the Directors have 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.

d) the Directors have prepared the annual accounts on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively..

f) 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.

13. Energy, Technology and Foreign Exchange

Additional information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed in terms of section 134(M) read with Companies (Accounts) Rules 2014 ) is as per annexure 1 hereto and forms part of this report.

14. Risk Management Committee :

Risk Management Committee consists of the following Directors :

a) Sri K Gopal

b) Sri D R S P Raju

c) Sri D V Prudvi Raju

Risk Management Policy :

The Company has taken steps to mitigate the following risks

Raw Material Price:

Ours is a high volume manufacturing industry wherein the main raw material is PP / HDPE granules which are available indigenously and by imports. The raw materials are subject to frequent changes as their prices depend on petroleum products. The prices are closely monitored and depending on the requirement the stocks are maintained.

Competition and price pressure :

Our being a packing industry there are many players and there is severe competition and price cutting indulged by competitors. Action of one player is followed by other to either increase market share or offer low price to retain the volumes.

Foreign Currency Risks:

The Company's exposure to foreign currency is low. Majority purchase of raw materials through domestic market. The export volumes are low. The impact of foreign exchange fluctuation is almost negligible considering the volume of transactions in foreign currency.

15. Statutory Auditors

The Company, in terms of Section 139(1) and (2) of the Act 2013, is required to appoint statutory auditors for a term of five consecutive years i.e. till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Act 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth provision to Section 139(2) of the Act 2013 read with Rule 6(3) of the Companies ( Audit and Auditors ) Rules, 2014.

M/s M.Bhaskara Rao & Co., Chartered Accountants, Hyderabad who were earlier appointed as statutory auditors of the Company, at the annual general meeting held on 26th September, 2014, are eligible to be appointed for the remaining period of three years out of the first term of five consecutive years in terms of the Act 2013.

The Company has obtained necessary certificate under Section 141 of the Act 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended their appointment as auditors for the aforesaid period.

16. Board of Directors

Sri K Gopal, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers him for re-appointment.

Sri N S B Reddy, Director ceased to be Director of the Company with effect 29.05.2015 consequent upon his resignation.

Sri N V S Rao, Director is liable to retire by rotation at this Annual General Meeting and being eligible, offers him for re-appointment.

Sri D R S P Raju, Director who ceased to be Managing Director and continued to be Director, his appointment as Director liable to retirement by rotation is being placed for approval of the members at the meeting.

Re-appointment of Sri D V Prudvi Raju, Whole Time Director is proposed at the ensuing Annual General Meeting since his term expired on 08.02.2015.

17. Directors and Key Management Personnel who were appointed or have resigned during the year

Sri K Gopal, Sri N S B Reddy and Sri N V S Rao were appointed as independent directors to hold office for a term of 5 years at the Annual General Meeting held on 26.09.2014.

Sri D R S P Raju, Managing Director resigned as Managing Director at the Board Meeting held on 14.08.2014 however he continues to be Director.

Kum. R Rama Devi was appointed as Additional Director ( independent Women Director ).

18. Secretarial Audit Report

Copy of the report of Sri V.B.S.S Prasad, Practicing Company Secretary (CP No : 4605) for the year under report in Form MR-3 is attached as Annexure 4 to this report. There are no qualifications in the Secretarial Report.

19. Particulars of appointment and remuneration of Managerial Personnel :

The statement of particulars of Appointment and Remuneration of Managerial Personnel in terms of Rule 5 of Companies ( Appointment and Remuneration of Managerial Personnel ) Rules , 2014 is enclosed as Annexure 5 to this report.

20. Insurance :

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

21. Change in nature of Business :

There is no change in the Companies nature of business during the financial year ending 31.03.2015 except that the production / operations continues to be suspended since 15th July 2014.

22. Internal Control System and their adequacy :

Considering the size of business and nature of operations and internal control systems and procedure adopted and reviewed periodically by the Board and Audit Committee the existing control systems are adequate.

23. Significant and Material orders passed by

Regulators : No such orders have been received during the year under report.

Material changes and commitments :-

There are no material changes and commitments in the business operations of the Company during the year under report except that the production continues to remain suspended since 15th July 2014.

24. Policy on Sexual Harrasment :

The Company has no women employee in the employment of the Company. The Company is in the process of framing and formulating policy on sexual harassment at workplace in accordance with Sexual Harassment of Women at workplace ( Prevention, prohibition and Redressal ) Act, 2013. During the year under report the Company has not received any complaints pertaining to Sexual Harassment.

25. Acknowledgements

The Board expresses its grateful thanks to the State Bank of India, State Bank of Hyderabad, various departments of the State and Central Government, customers, vendors and shareholders for their valuable support to the company, staff and employees. On behalf of the Board.

                                         for DECCAN POLYPACKS LIMITED

Place : Hyderabad                                    D V. Prudvi Raju

Date:29.05.2015                                   Whole Time Director