To the Members,
Your Directors present their 39th Annual Report and Audited Accounts of the Company forthe year ended 31st March, 2011.
| || ||(Rs. in lacs) |
|FINANCIAL RESULTS ||For the Year Ended 31.03.2011 ||For the Year Ended 31.3.2010 |
|Income form operations ||9966.57 ||9069.96 |
|Other Income ||40.71 ||16.41 |
|Total Income ||10007.28 ||9086.37 |
|Profit before interest, depreciation and exceptional items ||531.37 ||508.58 |
|Less : Interest ||165.16 ||177.37 |
|Gross Profit ||366.21 ||331.21 |
|Less : Depreciation ||170.68 ||135.50 |
|Profit before exceptional items ||195.53 ||195.71 |
|Less : Exceptional items ||- ||24.28 |
|Profit from ordinary activities before tax ||195.53 ||171.43 |
|Less : Provision for income tax || || |
|- Current Tax ||54.00 ||50.00 |
|Deferred Tax ||10.50 ||12.65 |
|Income Tax & Fringe benefit tax related to previous year ||- ||0.27 |
|Net profit from ordinary activities after tax ||131.03 ||108.51 |
|Extraordinary activities (net of tax expenses) ||- ||- |
|Net profit/(Loss) ||131.03 ||108.51 |
|Add : Balance brought forward from previous year ||428.80 ||324.97 |
| ||559.83 ||433.48 |
|APPROPRIATION || || |
|Dividend on Preference Shares ||4.00 ||4.00 |
|Corporate dividend tax ||0.66 ||0.68 |
|Balance carried to balance sheet ||555.17 ||428.80 |
| ||559.83 ||433.48 |
|Earning per share (Rs.) ||9.49 ||10.78 |
OPERATIONS AND PROSPECTS
The operations of the Company for the period under review were satisfactory and theCompany was able to maintain a reasonable growth over the previous year. The turnover hasregistered an increase of 10.16% (from Rs. 90.47 crore to Rs. 99.66 Crore). The net profitafter tax increased by 20.75% (from Rs. 108.51 lacs to Rs.131.03 lacs).
During the current year the demand for the Company's products is sluggish and the saleshave been lower than the corresponding period of the previous year. The Company is makingall efforts to boost the sales and improve efficiencies so as to maintain theprofitability.
The Company paid an interim dividend on 50000, 8% Cumulative Redeemable PreferenceShares of Rs.100/- each, for the period from April 1, 2010 to March 31, 2011 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 R K Chopra and Shri S L Keswani retire by rotation and being eligible offerthemselves for reappointment.
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:
1) That in the preparation of the annual accounts, the applicable accounting standardshad been followed along with proper explanation relating to material departures.
2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period.
3) 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.
4) 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 ||SANJAY RAJGARHIA |
|DATED: August 10, 2011 ||Managing Director |
ANNEXUREI TO 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 talking concentrated steps to optimize use of energy and reduce theconsumption per unit of production. The steps include optimizing capacity of electricmotors, addition of equipment in the process to reduce energy requirement, replacement ofexhaust fans with Eco Ventilators of CFL in place of ordinary bulbs.
B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
1. SPECIFIC AREAS IN WHICH R&D CARRIED OUT BY THE COMPANY
Analysis of recurring quality problems, reduction of processing cost and improvement inproduct performance.
2. BENEFITS DERIVEDAS A RESULT OF THE ABOVE R&D
(a) Losses due to quality problems were reduced.
(b) Improved customer satisfaction resulting in business growth.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs.)
| ||2010-11 ||2009-10 |
|Earnings ||Nil ||Nil |
|Outgo (C.I.F. value of imports) ||1,71,80,108 ||2,89,30,475 |
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, 2011, the Board is comprised of 5 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 2010 - 11 four Board meetings were held on 31.05.2010, 07.08.2010,09.11.2010, 11.02.2011.
The composition of the Board of Directors and the attendance at the Board meetingduring the year are as under: -
|Name of the Directors ||Category of Directors || |
No. of Board Meetings
|No. of Director Ships in other public companies || |
|Last AGM Attended |
| || ||Held ||Atteded || ||Member-Ships ||Chairman-Ships || |
|(2) ||(3) ||(4) ||(5) ||(6) ||(7) ||(8) ||(9) |
|1 Shri R K Rajgarhia Chairman ||Non Executive & Non Independent ||4 ||4 ||4 || || ||No |
|2 Shri S L Keswant ||Non Executive & Independent ||4 ||4 ||7 ||1 ||- ||No |
|3 Shri R K Chopra ||Non Executive & Independent ||4 ||3 ||1 ||1 ||- ||No |
|4 Shri T N Chaturvedi ||Non Executive & Independent ||4 ||3 ||5 ||2 ||1 ||No |
|5 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 15 of the AnnualReport.
Shareholding of non-executive directors in the company as on the date of report is: NIL3.
The remuneration committee was constituted in the year 2008 comprising of Shri T NChaturvedi (Chairman), Shri S L Keswani and Shri R K Chopra, all being independent andnon-executive directors. The non-executive directors are paid sitting fees for the Boardmeetings attended by them. The nonexecutive directors are not paid remuneration in anyother form.
The detail of remuneration paid to Managing Director during 2010 - 2011 is as under:-
|Name of the Directors ||Salary ||Perquisites and other Benefits ||Total |
|1 Shri Sanjay Rajgarhia ||12,00,000 ||12,13,650 ||24,13,650 |
The details of sitting fee paid to the other Directors during 2010 - 2011 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 R K Chopra ||15,000 ||15,000 |
|4 Shri T N Chaturvedi ||15,000 ||15,000 |
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 T N Chaturvedi and Shri Anil Mehta.
Name, designation and address of Compliance Officer:-
Shri Anil Mehta
910 - Chiranjiv Tower
43 - Nehru Place
New Delhi - 110 019
Ph No. 011-26441015-16-17
5. 2 Shareholders' complaints were received during the year 2010 - 2011 and all of themhave been resolved.
There were no pending share transfers as on 31.03.2011.
6. 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 |
|2010 ||Vishwa Yuvak Kendra, Opp. Police Station, Chanakyapuri, New Delhi-110021 ||22.09.2010 ||11.30 A.M. |
|2009 ||Multi-purpose Community Centre, Khera Khurd, Alipur Block, New Delhi - 110082 ||23.09.2009 ||11.00 A.M. |
|2008 || ||29.09.2008 ||11.00 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.
7. 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.
8. CEO/CFO Certification
Shri Sanjay Rajgarhia, Managing Director has given the above certificate pertaining tofinancial year 2010 - 11 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.
10. Compliance with mandatory/Non-mandatory Requirements
The company has complied with all the applicable mandatory requirements given in thelisting agreement.
11. Means of Communication
The quarterly Financial Statements are normally published in The Financial Express andHari Bhoomi (Delhi Edition).
12. General Shareholder Information A Annual General Meeting: -
|Date ||: September 28, 2011 (Wednesday) |
|Time ||: 11.30 A.M. |
|Venue ||: Vishwa Yuvak Kendra, Opp. Police Station, Chanakyapuri, New Delhi - 110021 |
B. Financial Calendar for 2011 - 2012
|Adoption of Quarterly Results Ended ||In the month of |
|30,h June, 2011 ||August 15, 2011 |
|30th September, 2011 ||November 15, 2011 |
|31st December, 2011 ||February 15, 2012 |
|31st March, 2012 (Audited Annual Accounts) ||May 15, 2012 (May 30, 2012) |
C. Date of Book Closure
From September 26, 2011 to September 28, 2011 (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 2010 - 2011 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 31st March 2011.
|Category ||No. of Shares Held ||%age of shareholding |
|a) Promoters/persons acting in concern ||906906 ||68.09 |
|b) Banks, Financial Institutions, Insurance Companies ||886 ||0.07 |
|c) NRIs/OCBs ||70 ||0.01 |
|d) Other Corporate bodies ||8903 ||0.67 |
|e) Indian Public ||415135 ||31.16 |
|Total ||1331900 ||100.00 |
F. Distribution of shareholding as on 31st March, 2011
|Range || |
|No. of shares ||Number ||% to Total Holders ||Number ||% to Total Capital |
|Upto 500 ||2425 ||94.95 ||238552 ||17.91 |
|501 1000 ||80 ||3.13 ||59551 ||4.47 |
|1001 2000 ||21 ||0.82 ||30850 ||2.32 |
|2001 3000 ||4 ||0.16 ||9518 ||0.71 |
|3001 4000 ||4 ||0.16 ||14278 ||1.07 |
|4001 5000 ||2 ||0.08 ||8800 ||0.66 |
|5001 10000 ||4 ||0.16 ||21134 ||1.59 |
|10001 And above ||14 ||0.54 ||949217 ||71.27 |
|Total ||2554 ||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 (NSDL)and Central Depository Services Limited (CDSL).
I. Share Dematerialized record
The following data indicates the extent of dematerialization of Company's shares as on31st March, 2011.
|No. of shares dematerialized ||529353 ||39.74% of the total share capital |
|No. of shareholders in D-mat Form ||430 ||16.84% of the total No. of shareholders |
J. Market Share Price Data (Rs.)
|Month || || |
Bombay Stock Exchange Limited
| || ||High ||Low |
|April ||2010 ||38.40 ||33.00 |
|May ||2010 ||36.20 ||32.70 |
|June ||2010 ||32.90 ||28.60 |
|July ||2010 ||35.25 ||30.30 |
|August ||2010 ||39.35 ||30.50 |
|September ||2010 ||44.20 ||37.30 |
|October ||2010 ||43.05 ||38.20 |
|November ||2010 ||48.40 ||39.05 |
|December ||2010 ||44.40 ||36.60 |
|January ||2011 ||41.75 ||33.40 |
|February ||2011 ||35.80 ||28.75 |
|March ||2011 ||33.05 ||28.55 |
K. Plant Location of the Company
1. Plot No. 134, Sector-24, Faridabad (Haryana)-121005
Tel. : 0129 - 2233223, 2234264
Fax: 0129 - 2230014
Email : firstname.lastname@example.org
2. Plot No.1B/1C, Udyog Vihar, Greater Noida (U. P.)-201306
Tel. : 0120-2230827, 2230828
Fax : 0120-4296392
Email : email@example.com l
Shareholders can make correspondence at the following addresses both for Demat andPhysical transfer work and other grievances, if any :
1. Registered Office
910-Chiranjiv Tower, 43-Nehru Place,
New Delhi - 110019
Tel. : 011-2644015-17,
Fax : 011-26441018
E-mail : firstname.lastname@example.org
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 : email@example.com
| ||By Order of the Board |
| ||for Perfectpac Limited |
|PLACE: NEW DELHI ||SANJAY RAJGARHIA |
|DATED: August 10, 2011 ||Managing Director |