Perfectpac Ltd

BSE: 526435 | NSE:  | ISIN: INE759I01016 
Market Cap: [Rs.Cr.] 7.98 | Face Value: [Rs.] 10
Industry: Packaging

Director's Report
DIRECTORS

To the Members,

Your Directors present their 42nd Annual Report and Audited Accounts of the Company forthe 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
Other Income 75.41 103.30
Total Income 8480.99 9830.20
Profit before interest, depreciation and exceptional items 192.16 478.06
Less: Interest 209.76 262.11
Gross Profit/(Loss) (17.60) 215.95
Less: Depreciation 175.65 189.03
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) - -
Net profit/(Loss) (136.59) 21.09
Add: Balance brought forward from previous year 660.21 643.80
523.62 664.89
APPROPRIATION
Dividend on Preference Shares 4.00 4.00
Corporate dividend tax 0.68 0.68
Balance carried to balance sheet 518.94 660.21
523.62 664.89
Earnings per share (Rs.) (10.61) 1.23

OPERATIONS AND PROSPECTS

The Profitability of the Company during the year was adversely affected due to overallsluggish economic conditions. The turnover has decreased from Rs.97.27 Crore toRs.84.06 Crore and poor off take of it’s products and rising input costs haveresulted in a Net Loss (before tax) of Rs.193.25 lacs during the year. The Management isin the process of disposing off the assets of the Faridabad Plant and repay it’s longterm and short term debts to reduce the interest burden of the Company.

DIVIDEND

The Company paid an interim dividend @ 8% on 50000 Cumulative Redeemable PreferenceShares of Rs.100/- each, for the period from April 1, 2013 to March 31, 2014 declared bythe Board of Directors.

No dividend has been recommended by the board on Equity Shares in view of the need toconserve financial resources.

DIRECTORS

Shri R K Rajgarhia retires by rotation and being eligible offer himself forre-appointment.

Shri Harpal Singh Chawla was appointed as an Additional Director by the Board on06.02.2014. His appointment as Additional Director is valid till the commencement of theforthcoming Annual General Meeting. The Company has received a notice u/s 160 of theCompanies Act, 2013 from a member of the Company signifying his intention to propose theappointment of Shri Harpal Singh Chawla as an Independent Director of the Company.

AUDITORS’ REPORT

The comments in the Auditors’ Report read with the Notes on Accounts are selfexplanatory and therefore do not call for any further explanation.

AUDITORS

M/s Jagdish Sapra & Co., Auditors of the Company retire at the forthcoming AnnualGeneral Meeting and being eligible offer themselves for re-appointment.

FIXED DEPOSITS

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 applicableaccounting standards had been followed alongwith proper explanation relating to materialdepartures. 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. That theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities. That theDirectors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOAs 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.

ACKNOWLEDGMENT

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,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
Din:-00141766

ANNEXURE I 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 taking concentrated steps to optimize use of energy and reduce theconsumption per unit of production. The steps include installation of waste heat recoverySystem.

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.)

2013-14 2012-13
Earnings 6,31,500 14,25,112
Outgo 7,87,27,350 10,97,24,105

ANNEXURE II TO DIRECTORS’ REPORT

ADDITIONAL INFORMATION

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, 2014, 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 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 meetingduring 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) (2) (3) (4) (5) (6) (7) (8) (9)
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 materialpecuniary relationship with the company. Shri R K Rajgarhia’s pecuniary relationshipto the 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 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 ShriHarpal Singh Chawla, all being independent and non-excutive directors. The non-executivedirectors are paid sitting fee for the Board Meeting attended by them. The non-executivedirectos are not paid remuneration in any other form.

5. 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

Perfectpac Limited

910-Chiranjiv Tower

43-Nehru Place

New Delhi-110 019

Ph No. 011-26441015-16-17

Fax No.011-26441018

3 Shareholders’ complaints were received during the year 2013-2014 and all of themhave 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 particularsof special resolution, if any are as under.

Year Location Date Time
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 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 2013 14 to the Board of Directors which was taken note of at the Boardmeeting.

9. Disclosures

- 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 Standardsand the accounting 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)or SEBI or any other statutory authority for non-compliance of any matter relating tocapital markets, 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 : 29th September, 2014 (Monday )

Time : 11.30 A.M.

Venue : The Executive CLUB, Dolly Farms & Resorts Pvt. Ltd., 439, VillageShahoorpur,

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: -

Scrip Code
Bombay Stock Exchange Limited 526435
The Calcutta Stock Exchange Ltd. 26097,
10026097

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
c) NRIs/OCBs 70 0.01
d) Other Corporate bodies 8559 0.64
e) Indian Public 366917 27.54
Total 1331900 100.00

F. Distribution of shareholding as on 31st March, 2014

Range Shareholders Shares
No. of shares Number % to Total Holders Number % to Total Capital
Upto 500 2423 96.03 222605 16.71
501 1000 58 2.30 41312 3.10
1001 2000 19 0.75 26743 2.01
2001 3000 4 0.16 9868 0.74
3001 4000 5 0.20 17090 1.28
4001 5000 2 0.08 8800 0.66
5001 10000 4 0.16 21134 1.59
10001 And above 8 0.32 984348 73.91
Total 2523 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 sharesas 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
High Low
April 2013 51.70 46.95
May 2013 44.65 44.65
June 2013 69.80 46.85
July 2013 60.50 54.50
August 2013 54.35 46.65
September 2013 44.35 31.10
October 2013 29.55 24.35
November 2013 34.20 23.55
December 2013 34.50 30.90
January 2014 30.75 26.65
February 2014 40.10 29.25
March 2014 38.10 29.70

K. Plant Location of the Company

1. Plot No. 134, Sector-24, Faridabad (Haryana)-121005

Tel. : 0129-2233223, 2234264

Fax : 0129-2230014

Email : info@perfectpac.com

2. Plot No.1B/1C, Udyog Vihar, Greater Noida (U. P.)-201306

Telfax : 0120-4296392

Email : perfectpacgn@perfectpac.com

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

New Delhi-110019

Tel. : 011-26441015-17, Fax : 011-26441018

E-mail : amehta@perfectpac.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 : admin@skylinerta.com

by Order of the Board
for Perfectpac Limited
PLACE: NEW DELHI R. K. RAJGARHIA
DATED: August 13, 2014 Chairman
Din:- 00141766
   
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Key Information

Key Executives:

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,
New Delhi,
New Delhi-110019
Phone : New Delhi-91-11-26441015/16/17 / New Delhi-
Fax : New Delhi-91-11-26441018 / New Delhi-
E-mail : amehta@perfectpac.com
Web : http://www.perfectpac.com

Registrars:

Skyline Financial Services Pvt
D-153/A 1st Flr ,Okhla Industrial Are,Phase-I ,New Delhi-110020

 
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