Well Pack Papers & Containers Ltd Directors Report

WELL PACK PAPERS AND CONTAINERS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT Your Directors take pleasure in presenting herewith Seventeenth Annual Report and the Audited Accounts for the year ended 31st March, 2011. FINANCIAL RESULTS: (Rs. in Lacs) Particulars 2010-2011 2009-2010 Profit before Interest, Depreciation and Tax 429.24 289.64 Interest 287.53 139.52 Depreciation 140.10 102.51 Profit (Loss) Before Tax 1.61 47.61 Provision for taxation - 7.62 Less: Short Provision of Earlier (I.T.) 8.65 - Deferred Tax - - Profit (loss) after Tax (7.05) 39.98 REVIEW OF PERFORMANCE: The year was very tough for the company. Company has achieved turnover us Rs. 34.54 Crores against the turnover of Rs. 20.42 Crores for the previous year. However company has incurred Loss of Rs. 7.05 Lacs as compared to the Profit of Rs. 39.98 Lacs for the previous year. Company has taken Credit facilities from the Bank for the set up and expansion of Laminate Unit and also for the Expansion of the Paper Unit of the company which resulted in to the heavy finance and interest cost to the company. Expansion of the project has been delayed due to the financial crises. Companies Laminate Unit and Paper Unit were remained closed from 20/05/2011 to 25/07/2011 due to financial crises. However at present the company is in stable situation and promoters are trying to revive the company. DIVIDEND: The Directors, regret their inability to recommend any dividend for the year, due to inadequate profit. PUBLIC DEPOSITS: During the year, the Company has not accepted ant deposits from the public or otherwise in terms of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975. DIRECTORS: At the forthcoming Annual General Meeting, Mr. Vinod M. Patel and Mr. Viral V. Patel, will retire by rotation pursuant to the provisions of the articles of the associations of the Company being eligible, they offers themselves for re-appointment. The Board recommends his re-appointment. AUDITORS: M/S Babubhai Patel & Co., Chartered Accountants of the Company retires at this Annual General Meeting and being eligible, are recommended their re- appointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting. AUDITORS REPORT: The observations of the Auditors in their Report and Notes attached to the Accounts are Self-Explanatory and do not require any Further Clarifications. COST AUDITORS: The Company has re-appointed M/s V. H. Shah., Cost Accountant as the Cost Auditors of the Company relating to financial year 2011-12 as required by the Central Government under Section 233B of the Companies Act, 1956. DIRECTORS RESPONSIBILITY STATEMENT: In Compliance of Section 217 (2AA) of the Companies Amendment Act, 1956 as amended by the Companies (Amendment) Act, 2000, the Directors of your Companies confirm: 1. That the applicable accounting standards had been followed in the preparation of final accounts and that there are no material departures. 2. That such accounting polices have been selected are applied consistently judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state affairs of your Company as at March 31, 2011. 3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and. 4. That the annual accounts have been prepared on going concern basis. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS: A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company from part of the Annual Report. LISTING: The shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE). The Company has paid the annual listing fees for the year 2011-12. PARTICULARS OF THE EMPLOYEES: Company has no employee who were in receipt of the remuneration of Rs.60,00,000/- in the aggregate, if employed for the year and in receipt of the monthly remuneration of Rs. 5,00,000/- p.m. if employed for a part of the year as per the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUT GO: The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption, research & development and foreign exchange earnings or outgoes is annexed herewith and forming part of this report. ACKNOWLEDGMENT: Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Director wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company. Dated: 12th Aug., 2011 For and on behalf of the Board Place: PIYAJ (VINOD M. PATEL) CHAIRMAN MANAGEMENT DISCUSSION AND ANALYSIS ACTIVITY: The Company is engaged in manufacturing of Paper and Laminated Sheets. FINANCIAL REVIEW: The year was very tough for the company. Company has achieved turnover of Rs. 34.54 Crores against the turnover of Rs. 20.42 Crores for the previous year. However company has incurred Loss of Rs. 7.05 Lacs as compared to the Profit of Rs. 39.98 Lacs for the previous year. Company has taken Credit facilities from the Bank for the set up and expansion of Laminate Unit and also for the Expansion of the Paper Unit of the company which resulted in to the heavy finance and interest cost to the company. Expansion of the project has been delayed due to the financial crises. Companies Laminate Unit and Paper Unit were remained closed from 20/05/2011 to 25/07/2011 due to financial crises. However at present the company is in stable situation and promotes are trying to revive the company. RISK AND CONCERN: There are no risk and concerns other than the fluctuation in the global economy. INTERNAL CONTROL SYSTEMS: The Company has a risk focused, Internal Control System to analyze and report to the management on the day-to-day operations of the Company. Efforts are being made to continuously strengthen it further. The internal control system ensures protection of assets and proper recording of all transactions. The Internal Audit program is finalized in consultation with the internal Auditors and the audit committee of the Board. The reports of the internal auditors, observations and recommendations, significant risk area assessments and adequacy of internal controls are periodically discussed and reviewed in Audit Committees observations. INDUSTRIAL RELATIONS: There is conscious effort on the part of the management to continuously develop knowledge, skills and attitudes of its employee. Throughout the year Industrial relations continued to remain cordial and harmonious in the Company. ENVIRONMENTAL ISSUES: As the company is not in the field of manufacture, the matter relating to produce any harmful gases and the liquid effluents are not applicable. CAUTIONARY STATEMENT: Statements in this report on Management Discussion and Analysis may be forward looking statements within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectations of future events. Actual results could however, differ materially, from those expressed or implied. Important factors that could make a difference to the companys operations include global and domestic conditions. And changes in government regulation and tax structure, economic development within india and the countries with which the company has business contacts and other factors such as litigation and industrial relations the company assumes no responsibility in respect of forward- looking statements, which may be amended or modified in future on the basis of subsequent developments, information or events. Dated: 12th Aug., 2011 For and on behalf of the Board Place: PIYAJ (VINOD M. PATEL) CHAIRMAN ANNEXURE: Information required under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Directors of particulars in the report of the Board of Directors) Rules, 1988. 1. CONSERVATION OF ENERGY: Energy Conservation measure taken by the Company mainly include Selection & installation of energy efficient equipment and energy saving devices and therefore energy consumption has been optimized and cost of production to that extent is under control. POWER AND FUEL CONSUMPTION Paper Unit Laminate Unit a. Electricity (a) Purchased Unit 4063695 1370536 Total Amount 24188193 7315904 (b) Own Generation (1) Through Diesel generator - - (2) Through Steam turbine generator - - b. Coal 11439777 7169694 c. Furnace oil quantity - - d. Others/Internal generation - - CONSUMPTION PER UNITS OF PRODUCTION Paper Unit Laminate Unit Product Kraft Paper Laminate Sheet Electricity 0.39 0.07 Furnace oil - - Coal 0.83 0.07 Other(Specify) - - 2. TECHNOLOGY ABSORPTION: The Company has no research and development department and not acquired out side technology. 3. RESEARCH & DEVELOPMENT: 1. Specific areas in which - Company has not carried out any research & R & B is carried out development activities 2. Benefits derived as a result of the R & B - N.A. 3. Future Plan at action - Not planned at present. 4. Expenditure on R & D - NIL 4. FOREIGN EXCHANGE EARNINGS AND OUT GO: Foreign Exchange Earned : Rs. 5360732 Foreign Exchange Used : Rs. 40005052 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS PLACE: PIYAJ DATE : 12th Aug., 2011 (VINOD M. PATEL) Chairman & Managing Director