To the Members,
Your Directors present their 41st Annual Report and Audited Accounts of theCompany for the year ended 31st March, 2013.
| || ||(Rs. in lacs) |
|FINANCIAL RESULTS ||For the Year Ended ||For, the Year Ended |
| ||31.03.2013 ||31.3.2012 |
|Net Sales/Income form operations ||9726.90 ||9095.14 |
|Other Income ||106.31 ||38.90 |
|Total Income ||9833.21 ||9134.04 |
|Profit before interest, depreciation and exceptional items ||478.06 ||502.65 _ |
|Less: Interest ||262.11 ||201,54 |
|Gross Profit ||215.95 ||301.11 |
|Less: Depreciation ||189.03 ||164.85 |
|Profit before exceptional items . ||26.92 ||136.26 |
|Less: Exceptional items ||- || |
|Profit from ordinary activities before tax ||26.92 ||136.26 |
|Less: Provision for income tax - || || |
|Current Tax ||5.25 ||26.00 |
|Deferred tax ||3.06 ||16.93 |
|Income Tax related to previous year ||2.77 ||0.05 |
|MAT Credit Entitlement ||5.25 ||- |
|Net profit from ordinary activities after tax ||21.09 ||93.28 |
|Extraordinary activities (net of tax expenses) ||- || |
|Net profit/(Loss) ||21.09 ||93.28 |
|Add: Balance brought forward from previous year ||643.80 ||555.17 |
| ||664.89 ||"648.45 |
|APPROPRIATION || || |
|Dividend on Preference Shares ||4.00 ||4.00 |
|Corporate dividend tax ||0.68 ||0.65 |
|Balance carried to balance sheet ||660.21 ||643.80 |
| ||664.89 ||648.45 |
|Earning per share (Rs.) ||1.23 ||6.65 |
OPERATIONS AND PROSPECTS
Due to overall dull economic conditions the operations of the Company for the periodunder review were adversely affected resulting in sharp drop in profitability. Though theturnover has increased of from Rs. 90.95 Crore to Rs. 97.27 Crore, there was nogrowth inhales volumes. This coupled with sharp increase in Power, Fuel and Interest costsled to significant drop in the net profit after tax from Rs.93.28 lacs to Rs.2l .09 lacs.-
During the current year, the sluggish economic conditions and pricing pressurescontinue to prevail, adversely affecting the working of the Company. The Management ismaking vigorous efforts to counter these factors and improve the working of the Company.
The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable PreferenceShares of Rs.100/- each, for the period from April 1, 2012 to March 31, 2013 declared bythe Board of Directors.
No dividend has been recommended by the board on Equity. Shares in view of the need toconserve financial resources.
Shri S L Keswani retires by rotation and being eligible offer himself forre-appointment.
Shri T N Chaturvedi resigned from the Board of the Company with effect from 07.05.2013.Your Directors place on record their deep appreciation of the extensive and valuablecontribution made by Shri T.N Chaturvedi during his long association with the Company.
The comments in the Auditors' Report read with the Notes on Accounts are selfexplanatory and therefore do-not call for any further explanation.
M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming AnnualGeneral Meeting and being eligible offer themselves for re-appointment.
The Company has not invited any deposits from public during the year under theCompanies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES
No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year orRs.5,00,000/- in a month during the year under review which require disclosure underSection 217 (2A) of the Companies Act, 1956.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 the Board ofDirectors hereby state:
That in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
That the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state, of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.
That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
That the Directors have prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As required Under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, theparticulars relating to conservation of energy, technology absorption and foreign exchangeearnings and outgo are annexed.
Yours Directors wish to place on record their appreciation for the support andco-operation which the Company continues to receive from it's valued Customers, GovernmentAuthorities, Bankers, the Members of the Company and its Employees.
| ||By Order of the Board |
| ||for Perfectpac Limited |
|PLACE: NEW DELHI ||R.K. RAJGARHIA |
|DATED: August 13, 2013 ||Chairman |
ANNEXUREITO DIRECTORS' REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OFBOARD OF DIRECTORS) RULES, 1988.
A) CONSERVATION OF ENERGY
The company is taking concentrated steps to optimize use of energy and reduce theconsumption per unit of production. The steps include air looping and auto drain valveinstalled on compressed air reservoir.
B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
The Company is continuously analyzing recurring quality problems to reduce processingcost and improvement in product performance. As a result of the above R&D, losses dueto quality problems were reduced.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs.)
| ||2012-13 ||2011-12 |
|Earnings ||14,25,112 ||42,99,061 |
|Outgo ||10,97,24,105 ||5,80,36,146 |
ANNEXURE - II TO DIRECTORS' REPORT
1. Company's philosophy on Code of Governance
The Company strongly believes in fair, efficient and transparent business operations,fairness to all stakeholders in the Company, proper disclosure of relevant financial andnon-financial information and enhancing shareholder value on a continuing basis.
2. Board of Directors
As on March 31,2013, the Board is comprised of 4 Members. The composition of the Boardof Directors meets with the requirements of Listing Agreement. None of the Directors onthe Board is a member of more than 10 committees and Chairman of more than 5 committeesacross all the companies in which they are Directors.
During the year 2012-13 four Board meetings were held on 30.05.2012, 14.08.2012,09.11.2012, 11.02.2013. '
The composition of the Board of Directors and the attendance at the Board meetingduring the year are as under: -
|St ||Name of the Director* ||Category of Directors || |
No. of Board Meeting*
|No. of Director Ship* In other public campanile* || |
|last AGM Attended |
| || || ||Held ||Attended || ||Membership* ||Chairman-Ship* || |
|(1) ||(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) ||(9) |
|1 ||Shri R K Rajgarhia Chairman ||Non Executive & Non Independent ||4 ||4 ||4 ||2 || ||No |
|2 ||Shri S L Keswani ||Nonexecutive & Independent ||4 ||4 ||6 ||1 || ||Yes |
|3 ||Shri T N Chaturvedi ||Non Executive & Independent ||4 ||4 ||6 ||4 ||6 ||No |
|4 ||Shri Sanjay Rajgarhia ||Managing Director ||4 ||4 ||1 ||1 ||1 ||Yes |
The non-executive directors, except Shri R K Rajgarhia do not have any materialpecuniary relationship with the company. Shri R K Rajgarhia's pecuniary relationship tothe company is limited to the extent of his shareholding in it and the sitting feesreceived by him. He may also be deemed to have some pecuniary interest with respect totransactions of sale and purchase of materials with the Companies in which he is adirector, brief details of which are disclosed in the notes to the financial statementsunder the head "related party disclosures" under Schedule of the Annual Report.
Shareholding of non-executive directors in the company as on the date of report is: NIL
3. Managerial/Directors' Remuneration
The non-executive directors are paid sitting fees for the Board meetings attended bythem. The nonexecutive directors are not paid remuneration in any other form.
The detail of remuneration paid to the Managing Directors during 2012-13 is as under:-
|Name of the Directors ||Salary ||Perquisites and other Benefits ||Total |
|1 Shri Sanjay Rajgarhia ||15,00,000 ||14,31,425 ||29,31,425 |
The details of sitting fee paid to the other Directors during 2012 - 2013 are asunder:-
|Name of the Directors ||Sitting Fee ||Total |
|1 Shri R K Rajgarhia ||20,000 ||20,000 |
|2 Shri S L Keswani ||20,000 ||20,000 |
|3 Shri T N Chaturvedi, ||20,000 ||20,000 |
4. Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee of Directors is headed by Shri SanjayRajgarhia, Promoter, Executive & Non Independent Director. The other members of theCommittee are Shri S L Keswani and Shri Anil Mehta.
Name, designation and address of Compliance Officer:-
Shri Anil Mehta
New DelhMIO 019
Ph No. 011-26441015-16-17
2 Shareholders' complaints were received during the year 2012-2013 and all of them havebeen resolved. s
There were no pending share transfers as on 31.03.2013.
5. General Body Meeting ,
Location and time, where last three Annual General Meetings were held and particularsof special resolution, if any are as under.
|Year ||Location ||date ||Time |
|2012 ||New Delhi YMCA Tourist Hostel, Jal Singh Road, New Delhi-110021 ||27.09.2012 ||11.30 A.M. |
|2011 ||Vishwa Yuvak Kertdra, Opp. Police Station, Chanakyapuri, New Delhi-110021 ||28.09.2011 ||11.30*.M. |
|2010 ||Vishwa Yuvak'Kendra, Opp. Police Station, Chanakyapuri, New Delhi-110021 ||22.09.2010 ||11.30 A.M. |
No resolutions have been put through postal ballot so far. Similarly, there are noresolutions, Which are required to be put through postal ballot at this Annual GeneralMeeting.
6. Code of Conduct
The company has formulated and implemented a Code of Conduct for Board Members andsenior management of the company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the company.
7. CEO/CFO Certification
Shri Sanjay Rajgarhia,. Managing Director has given the above certificate pertaining tofinancial year 2012 - 13 to the Board of Directors which was taken note of at the Boardmeeting.
There are no materially significant related party transactions, which may havepotential conflict with the interests of the Company at large.
The company's financial statements are prepared as per the Accounting Standards and theaccounting principles generally accepted in India.
The risk assessment and minimization is an on going process within the company. Thecompany has laid down the procedures to inform Board members about the risk assessment andminimization procedures. The audit committee/board reviews the risk assessment and controlprocess in the company periodically.
There have been no penalties/strictures imposed on the Company by Stock Exchange(s) orSEBI or any other statutory authority for non-compliance of any matter relating to capitalmarkets, during the last three years.
There is no pecuniary relationship or transaction with the Non-Executive independentDirectors.
9. Compliance with mandatory/Non-mandatory Requirements
The company has complied with alt the applicable mandatory requirements given in thelisting agreement.
10. Means of Communication
The quarterly Financial Statements are normally published in The Financial Express andHail Bhoomi (Delhi Edition).
11. General Shareholder Information A. Annual General Meeting: -
|Date ||27th September 2013 (Friday) |
|Time ||03.30 P.M. |
|Venue ||Bipin Chandra Pal Memorial Bhavan, A-81, Chittaranjan Park, New Delhi-110019 |
|B. Financial Calendar for 2013 - 2014 || |
|Adoption of Quarterly Results Ended ||In the month of |
|30th June, 2013 ||August 13, 2013 |
|30th September, 2013 ||November 14, 2013 |
|31st December, 2013 ||February 13, 2014 |
|31st March, 2013 (Audited Annual Accounts) ||May 15, 2014 (May 30, 2014) |
C. Date of Book Closure
From 24th September, 2013 to 27th September 2013 (both days inclusive).
D. Listing on Stock Exchange at: -
| ||Scrip Code |
|Bombay Stock Exchange Limited ||526435 |
|The Calcutta Stock Exchange Ltd. ||26097, |
| ||10026097 |
The Listing fees for the year 2012, - 2013 have been paid to the above Stock Exchange.Demat ISIN No. in NSDL and CDSL for equity shares INE-750101016 E.
Shareholding Pattern of the Company as on 31" March 2013.
|Category ||No. of Shares Held ||%age of share-holding |
|a) Promoters/persons acting in concern ||913801 ||68.61 |
|b) Banks, Financial Institutions, Insurance Companies ||886 ||0.07 |
|e)~ NRIs/OCBs ||70 ||0.01 |
|d) Other Corporate bodies ||18092 ||1.36 |
|e) Indian Public ||399051 ||29.95 |
|Total ||1331900 ||100.00 |
F. Distribution of shareholding as on 31 * March, 2013
|Range || |
|No. of shares ||Number ||% to Total Holders ||Number ||% to Total Capital |
|Upto 500 ||2"435 ||95.53 ||230580 ||17.31 |
|501 1000 ||71 ||2.78 ||52421 ||3.94 |
|1001 2000 ||20 ||0.78 ||27728 ||2.08 |
|2001 3000 ||4 ||0.16 ||9868 ||0.74 |
|3001 4000 ||4 ||0.16 ||13990 ||1.05 |
|4001 5000 ||2 ||0.08 ||8800 ||0.66 |
|5001 10000 ||4 ||0.16 ||21134 ||1.59 |
|10001 And above ||9 ||0.35 ||967379 ||72.63 |
|Total ||2549 ||100.00 ||1331900 ||100.00 |
G. Share Transfer System
Share transfers in physical form are registered by the Registrars and returned to therespective transferees within a period ranging from two to three weeks, provided thedocuments lodged with the Registrars/ Company are complete in all respects.
H. Dematerialization of shares
The Company has arrangements with both National Securities Depository Limited (NSOL)and Central Depository Services Limited (CDSL).
I. Share Dematerialized record
The following data indicates the extent of dematerialization of Company's shares as on31 * March, 2013.
|No. of shares dematerialized ||1036039 ||77.79% of the total share capital |
|No. of shareholders in D-mat Form ||568 ||22.28% of the total No. of shareholders |
|J. Market Share Price Data (Rs.) || |
|Month || |
Bombay Stock Exchange Limited
| ||High ||Low |
|April 2012 ||45.95 ||40.95 |
|May 2012 ||46.85 ||44.95 |
|June 2012 ||51.60 ||29.60 |
|July 2012 ||33.60 ||28.20 |
|August 2012 ||. 31.00 ||27.10 |
|September 2012 ||30.90 ||25.60 |
|October 2012 ||37.45 ||32.40 |
|November 2012 ||52.15 ||38.15 |
|December 2012 ||47.10 ||40.90 |
|January 2013 ||46.90 ||45.90 |
|February 2013 ||60.00 ||45.75 |
|March 2013 ||57.50 ||51.95 |
K. Plant Location of the Company
1. Plot No. 134, Sector-24, Faridabad (Haryana)-121005 Tel. : 0129-2233223, 2234264
Fax : 0129-2230014
2. Plot No.1B/1C, Udyog Vihar, Greater Noida (U. P.)-201306 Telfax : 0120-4296392
L Investors' Correspondence
Shareholders can make correspondence at the following addresses both for Demat andPhysical transfer work and other grievances, if any :
1. Registered Office Perfectpac Limited 910-Chiranjiv Tower, 43-Nehru Place NewDelhi-110019
Tel. : 011-26441015-17, Fax : 011-26441018 E-mail: email@example.com
2. Registrars and Share Transfer Agent
M/s Skyline Financial Services Pvt. Limited
D-153A, 1st Floor
Okhla Industrial Area, Phase-I
New Delhi-110 020
Tel : 011-26812682-83, Fax: 011-30857562 E-mail: firstname.lastname@example.org
| ||By Order of the Board |
| ||for Perfectpac Limited |
|PLACE: NEW DELHI ||R.K. RAJGARHIA |
|DATED: August 13, 2013 ||Chairman |