national flask industries ltd Management discussions

MANAGEMENT DISCUSSION

The Company due to loss of Machinery and Stocks in fire had been hard hit with the fund. The Company has only one division, manufacturing of Plastic products. The Company has been expecting to achieve a reasonable turn over if the rehabilitation programme will be implemented by the consortium bankers.

Secondly, due to over dues from the Debtors and Advances which have turned into bad debts, the Management has to write off the substantial amount of receivables after taking legal steps, which also contributed to ill health of the Company.

The Company is having very low labour turnover and is having cordial industrial relations. There are no financial or commercial transactions having a potential conflict of interest between personnel in the management and the Company.

BOARD OF DIRECTORS:

Composition and category of Directors as of 31-03-2012

Promoter Executive Directors	1	16.67%
Non-executive Promoter Directors	2	33.33%
Independent Directors	3	50.00%
	6	100.00%

Attendance of each Director at the Board Meetings held during the year ended 31-03-2012 and the last AGM

Director	No. of Board Meetings held	No. of Board Meetings attended	Last AGM YES/NO
Mr. Haresh M. Gandhi	06	06	YES
Mr. Arun M. Gandhi	06	06	YES
Mr. Nilesh S. Gandhi	06	06	YES
Mr. Vimal S. Gajdhar	06	06	YES
Mr. Mahesh Nanda	06	06	YES
Mr. Nalin Mandallia	06	06	YES

Brief profile of Director seeking re-election:

Mr. Arun M. Gandhi is under Graduate and having the knowledge of administration and marketing.

He is neither a Director on the Board of other Companies nor a trustee of any charitable trust.

Mr. Nilesh S. Gandhi is a Commerce Graduate and having the business experience of 16 years in the plastic industry.

He is neither a Director on the Board of other Companies nor a trustee of any charitable trust.

Details of Directorship in other public limited Companies:

Name of Director	No. of Directorship	No. of Committee Memberships
Mr. Haresh M. Gandhi	NIL	NIL
Mr. Arun M. Gandhi	NIL	NIL
Mr. Nilesh S. Gandhi	NIL	NIL
Mr. Vimal S. Gajdhar	NIL	NIL
Mr. Mahesh Nanda	NIL	NIL
Mr. Nalin Mandallia	NIL	NIL

Committees:

Mr. Vimal S. Gajdhar	Chairman, Audit Committee
Mr. Mahesh K. Nanda	Member, Audit Committee and Chairman Shareholder/Investor Grievance Committee.
Mr. Nalin R. Mandallia	Member of Audit Committee
Mr. Haresh M. Gandhi	Member of Shareholder/Investor Grievance Committee.
Mr. Arun M. Gandhi	Member of Shareholder/Investor Grievance Committee.

Board Meetings held:

6 Board Meetings were held during the year on 14th May, 2011, 10th August, 2011, 16th August, 2011, 12th November, 2011, 11th February, 2012 and 15th March, 2012.

Audit Committee:

The Audit Committee overseas the general accounting practices and other management policies.

The Committee met Five times during the financial year. First on 14th May, 2011, Second on 10th August, 2011, Third on 16th August, 2011, Fourth on 12th November, 2011 and Fifth on 11th February, 2012. where all the members of the Committee, Managing Director, the Statutory Auditors and the Internal Auditors were present. The Meetings reviewed the Annual Accounts, quarterly, half-yearly and Nine months results and approved the same.

Details of Remuneration to the Directors in 2011-2012: (Amount in Rs.)

Due to financial crunch the directors have decided to forgo the remuneration payable to them for the year.

Share Transfer Committee/Investor Grievance Committee:

The Board has constituted the Share Transfer Committee, with the one Executive Director as member to consider and approve Transfers of shares in the physical form and allied matters. The Shareholder/Investor Grievance Committee has been constituted under the Chairmanship of Mr. Mahesh K. Nanda with Mr. Haresh M. Gandhi and Mr. Arun M. Gandhi as Members.

Shareholder/Investor Service:

Is handled by Mr. Arun M. Gandhi who provides timely services. There is no case/complaint pending.

Name and Designation of Compliance Officer:

Mr. Haresh M. Gandhi, Managing Director

GENERAL BODY MEETINGS:

Year	Date	Venue
2008-2009	29.09.2009	A-2, 507, G.I.D.C., SARIGAM, DIST. VALSAD, GUJARAT
2009-2010	29.09.2010	A-2, 507, G.I.D.C., SARIGAM, DIST. VALSAD, GUJARAT
2010-2011	29.09.2011	A-2, 507, G.I.D.C., SARIGAM, DIST. VALSAD, GUJARAT

DISCLOSURES:

There is no materially significant related party transaction.

There is other related party commercial transactions which are reported in the accounting part of this report.

MEANS OF COMMUNICATION:

Quarterly, half - yearly and annual results have been communicated to Stock Exchanges Mumbai were the shares of the Companys are listed. Annual Reports are dispatched to all the shareholders. No presentation to institutional investors or analysts was made during the year. Management discussion and Analysis is part of the Annual Report.

SHAREHOLDER INFORMATION:

I. DateofA.G.M.	28th September, 2012
II. Financial Year	01st April, 2011 to 31st March, 2012.
III. Book Closure Date	21st September, 2012 to 28th September 2012
	(both days inclusive).
IV. Dividend Payment Date	NIL
V. Lisiting in Stock Exchanges	Bombay Stock Exchange Ltd.
VI Stock Code	Mumbai-31903
VII Market Price Data

 

Mumbai Stock Exchange	High	Low
April, 2011	—	—
May, 2011	—	—
June, 2011	—	—
July, 2011	—	—
August, 2011	—	—
September, 2011	—	—
October, 2011	—	—
November, 2011	—	—
December, 2011	—	—
January, 2012	—	—
February, 2012	—	—
March, 2012	—	—

VIII. Performance: The Share movement is Nil and hardly traded compared to market trend of the Plastic Product Industry. Trading in shares has been suspended since September, 2007 due to Nonpayment of Listing Fees.

IX. Share Transfer Systems: Transfers of physical/demated shares are affected by the Share Transfer Agents after approval by the Share Transfer Committee.

X. Distributions of Share Holdings as on 31-03-2012

1) Promoters	11,46,620	11.39%
2) Non Promoters :
a) Financial Institutions	NIL	NIL
b) Others	89,20,380	88.61 %
Total....	1,00,67,000	100.00%

XI. The shares are compulsorily dematerialized and connectivity has been established with both the Depositories. The total number of shares demated at the end of the year under report was 97,40,790 representing 96.76 %. The ISIN issued to the shares of the Company is INE350B01019.

XII. The Company has not issued GDR/ADR/Warrants or any convertible instruments.

XIII. The Companys Plants: Unit-I	A-2, Shed No. 502, GIDC, Sarigam,
	Dist. Valsad, Gujarat-396155.
Unit-II	Survey No. 166/P, Village Naroli, Sivlassa, Union
	Territory of Dadra and Nagar Haveli.
XIV. Address of Correspondence: Unit - I	A-2, Shed No. 502, GIDC, Sarigam,
	Dist.Valsad, Gujarat - 396155

COMPLIANCE CERTIFICATE OF AUDITORS:

Attached with this report.

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of National Flask Industries Ltd. Sarigam.

We have examined the compliance of the condition of Corporate Governance by National Flask Industries Limited for the year ended 31st March, 2012 as stipulated in clause 49 of the listing agreements of the said company with stock exchange in India.

The compliance of condition of Corporate is the responsibility of the companys management. Our examination was limited to the procedures and implementation, thereof, adopted by the company for ensuring the compliance of the condition of Corporate Governance. It is neither an auditor nor an expression of an opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanation given to us, the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.

We state that in respect of investor grievances that there were no grievances pending at the beginning of the year or at the end of the year. The company has not received any grievances during the year ended 31st March 2012 as per the records maintained by the company and presented to the Investors/Shareholders Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company.

For Kiran Matani & Associates

Chartered Accountants

(Kiran Matani)

Proprietor Place: Sarigam

Dated: 18th August, 2012