To the Members,
Your Directors present their 42nd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.
(Rs. in lacs)
|FINANCIAL RESULTS||For the Year ended 31.03.2014||For the Year ended 31.03.2013|
|Net Sales/Income from operations||8405.58||9726.90|
|Profit before interest, depreciation and exceptional items||192.16||478.06|
|Profit/(Loss) before exceptional items||(193.25)||26.92|
|Less: Exceptional items||-||-|
|Profit/(Loss)from ordinary activities before tax||(193.25)||26.92|
|Less: Provision for income tax|
|- Current Tax||-||5.25|
|- Deferred tax||(56.66)||3.06|
|- Income Tax related to previous year||-||2.77|
|- MAT Credit Entitlement||-||(5.25)|
|Net profit/(Loss) from ordinary activities after tax||(136.59)||21.09|
|Extraordinary activities (net of tax expenses)||-||-|
|Add: Balance brought forward from previous year||660.21||643.80|
|Dividend on Preference Shares||4.00||4.00|
|Corporate dividend tax||0.68||0.68|
|Balance carried to balance sheet||518.94||660.21|
|Earnings per share (Rs.)||(10.61)||1.23|
OPERATIONS AND PROSPECTS
The Profitability of the Company during the year was adversely affected due to overall sluggish economic conditions. The turnover has decreased from Rs.97.27 Crore to Rs.84.06 Crore and poor off take of its products and rising input costs have resulted in a Net Loss (before tax) of Rs.193.25 lacs during the year. The Management is in the process of disposing off the assets of the Faridabad Plant and repay its long term and short term debts to reduce the interest burden of the Company.
The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable Preference Shares of Rs.100/- each, for the period from April 1, 2013 to March 31, 2014 declared by the Board of Directors.
No dividend has been recommended by the board on Equity Shares in view of the need to conserve financial resources.
Shri R K Rajgarhia retires by rotation and being eligible offer himself for re-appointment.
Shri Harpal Singh Chawla was appointed as an Additional Director by the Board on 06.02.2014. His appointment as Additional Director is valid till the commencement of the forthcoming Annual General Meeting. The Company has received a notice u/s 160 of the Companies Act, 2013 from a member of the Company signifying his intention to propose the appointment of Shri Harpal Singh Chawla as an Independent Director of the Company.
The comments in the Auditors Report read with the Notes on Accounts are self explanatory and therefore do not call for any further explanation.
M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.
The Company has not invited any deposits from public during the year under the Companies (Acceptance of Deposits) Rules, 1975.
PARTICULARS OF EMPLOYEES
No employee has been paid a remuneration exceeding Rs.60,00,000/- in a year or Rs.5,00,000/- in a month during the year under review which require disclosure under Section 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 of Directors hereby state: That in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures. That 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 and of the profit or loss of the Company for that period. That 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. 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 the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.
Yours Directors wish to place on record their appreciation for the support and co-operation which the Company continues to receive from its valued Customers, Government Authorities, 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, 2014||Chairman|
ANNEXURE I TO DIRECTORS REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
A) CONSERVATION OF ENERGY
The Company is taking concentrated steps to optimize use of energy and reduce the consumption per unit of production. The steps include installation of waste heat recovery System.
B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION
The Company is continuously analyzing recurring quality problems to reduce processing cost and improvement in product performance. As a result of the above R&D losses due to quality problems were reduced.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs.)
ANNEXURE II TO DIRECTORS REPORT
1. Companys 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 and non-financial information and enhancing shareholder value on a continuing basis.
2. Board of Directors
As on March 31, 2014, the Board is comprised of 4 Members. The composition of the Board of Directors meets with the requirements of Listing Agreement. None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees across all the companies in which they are Directors.
During the year 2013 14 five Board meetings were held on 30.05.2013, 13.08.2013, 12.11.2013, 30.11.2013 and 06.02.2014.
The composition of the Board of Directors and the attendance at the Board meeting during the year are as under:
|Sl. No.||Name of the Directors||Category of Directors||No. of Board Meetings||No. of Director Ships in other public companies||Committee||Last AGM Attended|
|Held||Atteded||Member- Ships||Chairman- Ships|
|1||Shri R K Rajgarhia Chairman||Non Executive & Non Independent||5||5||3||2||No|
|2||Shri S L Keswani||Non Executive & Independent||5||5||5||1||No|
|3||Shri Harpal Singh Chawla||Non Executive & Independent||1||1||2||No|
|4||Shri Sanjay Rajgarhia||Managing Director||5||5||1||1||1||Yes|
The non-executive directors, except Shri R K Rajgarhia do not have any material pecuniary relationship with the company. Shri R K Rajgarhias pecuniary relationship to the company is limited to the extent of his shareholding in it and the sitting fees received by him. He may also be deemed to have some pecuniary interest with respect to transactions of sale and purchase of materials with the Companies in which he is a director, brief details of which are disclosed in the notes to the financial statements under 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 by them. The non- executive directors are not paid remuneration in any other form.
The detail of remuneration paid to the Managing Director during 2013-14 is as under:-
|Sl. No.||Name of the Directors||Salary||Perquisites and otherBenefits||Total|
|1||Shri Sanjay Rajgarhia||15,00,000||14,85,834||29,85,834|
The details of sitting fee paid to the other Directors during 2013 2014 are as under:-
|Sl. No.||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 Harpal Singh Chawla||5,000||5,000|
4. Remuneration Committee
The Remuneration Committee was reconstituted comprising of Shir S L Keswani and Shri Harpal Singh Chawla, all being independent and non-excutive directors. The non-executive directors are paid sitting fee for the Board Meeting attended by them. The non-executive directos are not paid remuneration in any other form.
5. Shareholders/Investors Grievance Committee
The Shareholders/Investors Grievance Committee of Directors is headed by Shri Sanjay Rajgarhia, Promoter, Executive & Non Independent Director. The other members of the Committee are Shri S L Keswani and Shri Anil Mehta.
Name, designation and address of Compliance Officer:
Shri Anil Mehta
New Delhi-110 019
Ph No. 011-26441015-16-17
3 Shareholders complaints were received during the year 2013-2014 and all of them have been resolved. There were no pending share transfers as on 31.03.2014.
6. General Body Meeting
Location and time, where last three Annual General Meetings were held and particulars of special resolution, if any are as under.
|2013||Bipin Chandra Memorial Bhavan, A-81, Chittaranjan Park, New Delhi-110019||27.09.2013||03.30 P.M.|
|2012||New Delhi YMCA Tourist Hostel, Jai Singh Road, New Delhi-110021||27.09.2012||11.30 A.M.|
|2011||Vishwa Yuvak Kendra, Opp. Police Station, Chanakyapuri, New Delhi-110021||28.09.2011||11.30 A.M.|
No resolutions have been put through postal ballot so far. Similarly, there are no resolutions, which are required to be put through postal ballot at this Annual General Meeting.
7. Code of Conduct
The company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective 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 to financial year 2013 14 to the Board of Directors which was taken note of at the Board meeting.
- There are no materially significant related party transactions, which may have potential conflict with the interests of the Company at large.
- The companys financial statements are prepared as per the Accounting Standards and the accounting principles generally accepted in India.
- The risk assessment and minimization is an on going process within the company. The company has laid down the procedures to inform Board members about the risk assessment and minimization procedures. The audit committee/board reviews the risk assessment and control process in the company periodically.
- There have been no penalties/strictures imposed on the Company by Stock Exchange(s) or SEBI or any other statutory authority for non-compliance of any matter relating to capital markets, during the last three years.
- There is no pecuniary relationship or transaction with the Non-Executive independent Directors.
10. Compliance with mandatory/Non-mandatory Requirements
The company has complied with all the applicable mandatory requirements given in the listing agreement.
11. Means of Communication
The quarterly Financial Statements are normally published in The Financial Express and Hari Bhoomi (Delhi Edition).
12. General Shareholder Information A. Annual General Meeting: -
Date : 29th September, 2014 (Monday )
Time : 11.30 A.M.
Venue : The Executive CLUB, Dolly Farms & Resorts Pvt. Ltd., 439, Village Shahoorpur,
P.O. Fatehpur Beri, New Delhi - 110074
B. Financial Calendar for 2014 - 2015
|Adoption of Quarterly Results Ended||In the month of|
|30 th June, 2014||August 13, 2014|
|30 th September, 2014||November 14, 2014|
|31 st December, 2014||February 13, 2015|
|31 st March, 2015 (Audited Annual Accounts)||May 15, 2015 (May 30, 2015)|
C. Date of Book Closure
From 26th September, 2014 to 29th September, 2014 (both days inclusive).
D. Listing on Stock Exchange at: -
|Bombay Stock Exchange Limited||526435|
|The Calcutta Stock Exchange Ltd.||26097,|
The Listing fees for the year 2013 2014 have been paid to the above Stock Exchanges. Demat ISIN No. in NSDL and CDSL for equity shares INE-759I01016
E. Shareholding Pattern of the Company as on 31st March 2014.
|Category||No. of Shares Held||%age of share-holding|
|a) Promoters/persons acting in concern||955468||71.74|
|b) Banks, Financial Institutions, Insurance Companies||886||0.07|
|d) Other Corporate bodies||8559||0.64|
|e) Indian Public||366917||27.54|
F. Distribution of shareholding as on 31st March, 2014
|No. of shares||Number||% to Total Holders||Number||% to Total Capital|
|10001 And above||8||0.32||984348||73.91|
G. Share Transfer System
Share transfers in physical form are registered by the Registrars and returned to the respective transferees within a period ranging from two to three weeks, provided the documents 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 Companys shares as on 31st March, 2014.
|No. of shares dematerialized||1041563||78.20% of the total share capital|
|No. of shareholders in D-mat Form||584||23.15% of the total No. of shareholders|
J. Market Share Price Data (Rs.)
|Month||Bombay Stock Exchange Limited|
K. Plant Location of the Company
1. Plot No. 134, Sector-24, Faridabad (Haryana)-121005
Tel. : 0129-2233223, 2234264
Fax : 0129-2230014
Email : email@example.com
2. Plot No.1B/1C, Udyog Vihar, Greater Noida (U. P.)-201306
Telfax : 0120-4296392
Email : firstname.lastname@example.org
L. Investors Correspondence
Shareholders can make correspondence at the following addresses both for Demat and Physical transfer
work and other grievances, if any :
1. Registered Office
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, 2014||Chairman|
R K Rajgarhia , Chairman
S L Keswani , Director
Sanjay Rajgarhia , Managing Director
Harpal Singh Chawla , Additional Director
Company Head Office / Quarters:
910 Chiranjiv Tower,
43 Nehru Place,
Phone : New Delhi-91-11-26441015/16/17 / New Delhi-
Fax : New Delhi-91-11-26441018 / New Delhi-
E-mail : email@example.com
Web : http://www.perfectpac.com
Skyline Financial Services Pvt
D-153/A 1st Flr ,Okhla Industrial Are,Phase-I ,New Delhi-110020