14
TH
AN NUA L REPO RT
2004 - 2005
U n it - B a dd i, H P
HITECH PLAST LIM ITED
(Form erly know n as H i-Tech P last C on tainers (India ) Lim ited)
BOARD OF DIRECTORS:
Ashwin S. Dani
Homi K. Bilpodiwala
Ashwin R. Nagarwadia
Abhay A. Vakil
R. B. Desai
Rameshchandra S. Gandhi
Harish N. Motiwalla
Jalaj A. Dani
Hasit A. Dani
Ashok K. Goyal
PLANTS:
UNIT-I SANASWADI:
Gut Nos. 939 & 940,
Village Sanaswadi, Taluka Shirur
District- Pune, Maharashtra - 412 208
Chairman
with effect from 31.01.05
with effect from 10.12.04
UNIT – II MASAT:
Silvassa Technopark Building – 1, Ground Floor
Behind Santogen Mills, Masat,
Silvassa – 396 230
Managing Director (CEO)
UNIT – III PONDICHERRY:
RS No.146/3/4/5, Ariyur Village
Vallianur Commune, Pondicherry 605 102
INVESTOR’S GRIEVANCE COMMITTEE:
Ashwin S. Dani
Chairman
Abhay A. Vakil
Hasit A. Dani
Ashok K. Goyal
UNIT–IV PLASTIC & PRECISION MACHINEFABRIK:
Plot No.4615 & 4616
Plastic Zone, Rd. No.46, Manda Village
GIDC, Sarigam – 396155, Dist: Valsad
AUDIT COMMITTEE:
Abhay A. Vakil
R. S. Gandhi
Homi K. Bilpodiwala
Hasit A. Dani
Harish N. Motiwalla
UNIT – V SRIPERUMBUDUR:
F-16, SIPCOT Industrial Park
Kancheepuram, Sri Perumbudur, Tamil Nadu
Member & Chairman up to 31.01.05
Member & Chairman w.e.f. 31.01.05
Member up to 31.01.05
Member with effect from 31.01.05
SUBSIDIARY COMPANIES:
Multitech Plast Containers Limited
Clear Plastics Limited
SHARE TRANSFER SUB-COMMITTEE:
Ashok K. Goyal
Chairman
Bhupendra P. Dusara
Rahul S. Bhandari
SUBSIDIARIES PLANTS:
UNIT-GALONDA:
Survey No. 374/1, Village Galonda
Silvassa – Kelvani Road, Silvassa 396230
MANAGEMENT TEAM:
A. K. Goyal
V. Ramesh
B. P. Dusara
R. S. Bhandari
UNIT-NAROLI:
709/3/1/1 Vadfalia, Bhilad Naroli Road
Naroli 396 235
CEO
COO
CFO
Compliance Officer
UNIT-SARIGAM:
4923 Plastic Zone Road No 46A,
Manda Village G I D C
Sarigam 396155
STATUTORY AUDITORS:
Shah & Co., Chartered Accountants
Mumbai
UNIT-HP:
Khasra No.544/151, Village Dhana
Tehsil Nalagarh, Dist Solan 174101
INTERNAL AUDITORS:
Shashank Patki & Associates, Pune
Deepak Shah & Co., Mumbai
CORPORATE OFFICE:
C-130, “Solaris”, Building No. 1,
Opp. L&T Gate No. 6, Powai, Mumbai - 400 072
BANKERS & TERM LENDERS:
State Bank of India
Kotak Mahindra Bank
ADMINISTRATIVE OFFICE:
22, Graficon Arcade, 1 st Floor
Opp. Jehangir Hospital, 38 Sasoon Road
Pune - 411 001
REGISTERED OFFICE:
Gut Nos. 939 & 940
Village Sanaswadi, Taluka Shirur
District- Pune,
Maharashtra - 412 208
REGISTRAR & TRANSFER AGENTS:
Intime Spectrum Registry Limited
C-13, Pannalal Silk Mills Compound,
LBS Rd., Bhandup (W)
Mumbai – 400 078
email : isrl@intimespectrum.com
www.hitechplast.net
www.clearplastics.info
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
FIVE YEAR REVIEW - HITECH PLAST LIMITED - STANDALONE
(Rs. in Thousands except for per share data, number of employees and ratio)
Results for the Accounting Year
2004-2005
2003-2004
2002-2003
2001-2002 2000-2001
Gross Sales
451,920
350,705
242,783
195,461
233,357
Net Sales and Operating Income
375,951
290,856
198,955
162,768
200,317
REVENUE ACCOUNT
Growth Rate (%)
29.26
46.19
22.23
(18.74)
14.73
168,238
110,486
70,471
62,167
99,112
44.75
37.99
35.42
38.19
49.48
133,922
123,564
95,659
71,153
65,752
35.62
42.48
48.08
43.71
32.82
Operating Profit (PBIDT & Extra-ordinary item)
84,938
76,466
36,400
36,276
39,549
Interest Charges
10,743
13,225
10,183
10,209
11,452
Depreciation
39,395
34,800
14,021
15,111
19,605
Profit Before Tax and Extra-ordinary item
34,800
28,441
12,196
10,956
8,492
9.26
9.78
6.13
6.73
4.24
Materials Consumed
% to Net Sales
Overheads
% to Net Sales
% to Net Sales
Extraordinary item
Profit Before Tax and after Extra-ordinary item
% to Net Sales
Profit After Current Tax
Prior period items
Profit After Current Tax and prior period items
-
-
-
-
6,777
34,800
28,441
12,196
10,956
15,269
9.26
9.78
6.13
6.73
7.62
30,299
28,441
12,196
10,888
15,269
97
-
-
-
(97)
30,396
28,441
12,196
10,888
15,172
118,970
160,970
132,000
132,000
132,000
11,600
11,600
11,600
11,600
11,600
2,601
8,400
25,031
26,287
-
CAPITAL ACCOUNT
Share Capital
Reserves and Surplus
Deferred Tax Asset (Net)
Loan Funds
165,774
108,176
98,246
66,795
80,112
Fixed Assets
90,535
101,508
67,549
63,908
76,292
Investments
95,040
45,035
9,853
5,331
-
102,720
95,759
92,284
56,190
51,275
1.35
0.81
1.38
1.14
1.69
374,755
173,696
58,500
139,500
32,400
2.55
2.62
0.80
0.30
1.13
Nil
Nil
Nil
Nil
Nil
10.30
11.27
7.94
6.51
5.27
225
225
109
112
109
Net Current Assets
Debt - Equity Ratio
Market Capitalisation
PER SHARE DATA
Earning Per Share (Rs.)
Dividend (%)
Book Value (Rs.)
OTHER INFORMATION
Number of Employees
1
HITECH PLAST GROUP (Including 100% Subsidiaries)
2
Business Approach and Values
BUSINESS APPROACH AND VALUES
OUR VALUES
Our values are determined by our relentless pursuit of the business direction captured in the maxim “CREATE WEALTH
BY INNOVATION FOR CUSTOMERS”.
CREATIVITY
The word “creativity” derives from the Latin creare: to make and the Greek Krainein: to fulfill. Creativity is the paradoxical
integration of doing and being. Thus it is a flexible encounter with our world — an active letting go, an aggressive
receptivity, a passive responding. It is the assimilation and integration of polarities to find new directions, new solutions,
and a fresh viewpoint. It is the integration of our logical side with our intuitive side, our left-brain with our right. It is all
of these and more.
EXCELLENCE
We will focus on policies and practices where people produce consistently superior performance and where people are
encouraged to discover their untapped potential. Competent members will be careered through increased and varied role
responsibilities. They will be attractively compensated based on personal and collective accomplishment.
WEALTH
All our efforts must culminate in the creation of wealth. We will do so by continuously adding value in everything we
do through a variety of methods. We will use resources productively, eliminate waste, reduce processing times and costs,
and expand the consumer base.
INNOVATION
Innovation is the conversion of knowledge and ideas into a benefit, which may be for commercial use or for the public
good; the benefit may be new or improved products, processes or services. Innovation and technological changes are
without doubt the main drivers of economic growth at organised sector and economy-wide levels.
The future of our organisation rests on our willingness to experiment, push in new and untested directions, think in
uncommon ways and take calculated risks. Continuous improvement should be a part of everyday work. We must also
innovate to achieve dramatic results. Members will be encouraged to experiment and take calculated risks where necessary.
We acknowledge that failure is inherent in any new initiative. We will commit resources for experimentation and invest
in processes for reviewing and sharing of learning.
CUSTOMERS
The wealth of the Company is created by the patronage of customers. The primary focus of our efforts will be to
understand what adds greatest value to them by providing innovative products. We will understand and respond to
changing needs and desires of the customers; and translate these into innovative products and an ever-expanding base
of loyal customers, with speed and a quality of response that surpasses the competition. We commit ourselves to improve
the quality standards of innovative and need-based products for our customers.
3
Notice of 14th Annual General Meeting
NOTICE
Director, the Company do pay to its Resident Indian,
Non-Promoter, Non-Executive Directors of the
Company, a commission not exceeding 1% of the net
profits of the Company computed in the manner laid
down in Section 198 of the Companies Act, 1956 for
each of five years commencing from 1st April 2005,
such commission being divisible amongst the Directors
in such proportion as the Board may determine or
failing such determination, as the Chairman for the
time being of the Board shall decide from time to
time.
Notice is hereby given that the FOURTEENTH ANNUAL
GENERAL MEETING of the Members of HITECH PLAST
LIMITED will be held on Friday, the 23rd day of September
2005, at 11.30 a.m. at the Registered Office of the Company
at Gut Nos. 939 & 940, Village Sanaswadi, Tal. Shirur, Dist.
Pune, Maharashtra - 412 208, to transact the following
business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Balance Sheet as
at 31st March 2005 and the Profit and Loss Account
for the year ended on that date and the Reports of
Directors and Auditors thereon.
2.
To appoint a Director in place of Mr. Hasit A. Dani,
who retires by rotation, and being eligible, offers
himself for re-appointment.
3.
To appoint a Director in place of Mr. Abhay A. Vakil,
who retires by rotation, and being eligible, offers
himself for re-appointment.
4.
To appoint a Director in place of Mr. Rajnikant B.
Desai, who retires by rotation, and being eligible,
offers himself for re-appointment.
5.
To appoint Auditors to hold office from the conclusion
of this Meeting until the conclusion of the next Annual
General Meeting and to fix their remuneration.
SPECIAL BUSINESS:
6.
To consider and if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
AND RESOLVED that this resolution shall be effective
for a period of five years commencing 1st April 2005
and for determining the commission payable for any
broken period of a year, in pursuance of the above
Resolution, the net profits shall be arrived at on a
proportionate basis.”
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT
THE MEETING IS ENTITLED TO APPOINT ONE
OR MORE PROXIES TO ATTEND AND VOTE
INSTEAD OF HIMSELF, AND A PROXY NEED NOT
BE A MEMBER OF THE COMPANY.
2.
Proxies in order to be effective must reach the
Registered Office of the Company at least 48 hours
before the time fixed for the Meeting.
3.
The relevant Explanatory Statement pursuant to
Section 173(2) of the Companies Act, 1956 in respect
of Item No 6, 7 and 8 is annexed hereto.
4.
Memorandum and Articles of Association and the
documents referred to in this Notice and Explanatory
Statement are available for inspection at the
Registered Office of the Company during the business
hours.
5.
The Register of Members and Share Transfer Books
of the Company will remain closed from 16 th
September 2005 to 23rd September 2005 (both days
inclusive).
6.
Members are requested to lodge Share Transfer
documents and all other correspondence and queries
relating to Share Transfer, Share Certificates, Change
of Address etc., at the Office of Registrar & Transfer
Agent i.e. Intime Spectrum Registry Ltd. C-13, Pannalal
Silk Mills Compound, LBS Rd., Bhandup (W) Mumbai
– 400 078
7.
The Equity Shares of the Company are listed on
BSE. The Company has paid the annual listing fees
for the financial year 2005-2006.
“RESOLVED THAT Mr. Harish N. Motiwalla be and
is hereby appointed as Director liable to retire by
rotation”
7.
To consider and if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT Mr. Rameshchandra S. Gandhi
be and is hereby appointed as Director liable to retire
by rotation”
8.
To consider and if thought fit, to pass with or without
modification(s), the following Resolution as a Special
Resolution:
“RESOLVED THAT pursuant to Section 309(4) read
with Section 309(7) and other applicable provisions,
if any, of the Companies Act, 1956 (the Act) and
Article 109(a) of the Articles of Association of the
Company, so long as the Company has a Managing
4
Notice of 14th Annual General Meeting (Contd.)
9.
Shareholders who wish to attend the Annual General
Meeting at the Registered Office at Sanaswadi may
avail of bus transport arranged by the Company from
its Administrative Office at 22 Graficon Arcade, 1 st
Floor, Opp. Jehangir Hospital, 38 Sasoon Road,
Pune-411 001. The bus will leave at 10.30 a.m. sharp.
Registered Office:
Gut Nos. 939 & 940
Village Sanaswadi
Tal. Shirur, Dist. Pune
Maharashtra 412 208
Place : Mumbai
th
Date: 18 June 2005
By Order of the Board
Rahul S. Bhandari
Asst. Company Secretary
ANNEXURE TO THE NOTICE
I Explanatory Statement
[Pursuant to Section 173(2) of the Companies Act, 1956]
Item No. 6
Mr. Harish N. Motiwalla was appointed as an Additional
Director of the Company with effect from 10th December
2004. Pursuant to Article 107 of the Articles of Association
of the Company, he holds office upto the date of the
ensuing Annual General Meeting. A shareholder of the
Company has given notice along with deposit of Rs.500/under Section 257 of the Companies Act, 1956, proposing
the candidature of Mr. Harish N. Motiwalla as a Director at
the ensuing Annual General Meeting.
Mr. Harish N. Motiwalla is a Chartered Accountant and
has a vast expertise in the field of accounts, finance and
corporate governance.
Other Directorships:
Outside directorships: 1 Excel Industries Limited
2 Bob Cards Limited
3 Jeevan Bima Sahyog Asset
Management Company
Mr. Harish N. Motiwalla holds 5000 Equity Shares of
Rs.10/- each of the Company.
The Board commends the adoption of the resolution. None
of the Directors of the Company is interested in the said
resolution.
Item No. 7
Mr. Rameshchandra S. Gandhi was appointed as an Additional
Director of the Company with effect from 31st January 2005.
Pursuant to Article 107 of the Articles of Association of the
Company, he holds office upto the date of the ensuing
Annual General Meeting. A shareholder of the Company has
given notice along with deposit of Rs.500/- under Section 257
of the Companies Act, 1956, proposing the candidature of
Mr. Rameshchandra S. Gandhi as a Director at the ensuing
Annual General Meeting.
Mr. Rameshchandra S. Gandhi, a Chartered Accountant
by profession also holds membership of the Institute of
Company Secretaries of India and a Masters degree in
Business Administration from University of Columbia. He
has a vast expertise in the field of corporate laws, accounts
and corporate governance as he was Finance Director
and Company Secretary of Bombay Burmah Trading
Corporation Limited, for 19 years.
Other Directorships:
Outside directorships:
1
Botanium Limited
2
Clear Plastics Limited
3
Damacus Investments & Trading Co. Limited
4
Harvard Plantations Limited
5
Kalabakan Investments Co. Limited
6
Leila Lands Sendraian Berhad, Malaysia
7
Macrofil Investments Limited
8
Multitech Plast Containers Limited
9
Naira Holdings Limited, BVI
10
Naperol Investments Limited
11
N. W. Exports Limited
12
Perman Projects Supports Limited
13
Placid Plantations Limited
Committee Membership: One
Mr. Rameshchandra S. Gandhi holds 5000 Equity Shares
of Rs.10/- each of the Company.
The Board commends the adoption of the resolution. None
of the Directors of the Company is interested in the said
resolution.
Item No. 8
Having regard to the fact that the Directors render specific
useful services to the Company, it is considered desirable
to pay a commission to non-promoters, non-executive
directors who are resident in India. The payment of
commission to the Directors requires the approval of
shareholders by a Special resolution under Section 309
(4) of the Companies Act, 1956 where the payment of
commission does not exceed 1% per annum, if the
company has a Managing or Whole-time Director and 3%
if the company has no Managing Director or Whole time
5
Notice of 14th Annual General Meeting (Contd.)
Director. Section 309(7) further provides that such approval
shall not be for more than 5 years at a time.
4
S C Dani Research Foundation Ltd.
5
Dani Holding & Trading Co. Pvt. Ltd.
The approval of the shareholders by a Special Resolution
is being sought, pursuant to the provisions of Section
309(4) of the Companies Act, 1956 for payment of
commission at a rate not exceeding 1% of the net profits
of the Company per annum to Non-Promoter,
Non-Executive Directors who are resident in India. This
approval would be effective for a period of five years
commencing from April 1, 2005.
6
Dani Finance & Investments Co. Pvt. Ltd.
7
Dani Capital & Investments Co Pvt. Ltd.
8
Dani Enterprises Pvt. Ltd.
Mr. Homi K. Bilpodiwala, Mr. Rameshchandra S. Gandhi
and Mr. Harish N. Motiwalla who are resident Indian NonPromoter, Non-Executive Directors of the Company may
be deemed to be concerned or interested in the passing
of this Special Resolution as it concerns them. None of
the other Directors of the Company is interested or
concerned in the passing this Special Resolution.
II.
As required under Clause 49VI of the Listing Agreement
given below are the details of the directors proposed
for re-appointment.
Mr. Hasit A. Dani
Mr. Hasit A. Dani holds a Bachelors degree in Business
Administration from University of Massachussetts and
Masters degree from University of Pittsburgh, USA and
has working experience in general administration, having
worked with Asian Paints (India) Ltd. Presently; he is the
Managing Director of Gujarat Organics Limited.
Other Directorships:
Outside directorships:
1 Asian Paints (I) Ltd.
2 Gujarat Organics Ltd.
3
Geetanjali Trading and Investments Ltd.
Registered Office:
Gut Nos. 939 & 940
Village Sanaswadi
Tal. Shirur, Dist. Pune
Maharashtra 412 208
Place : Mumbai
th
Date: 18 June 2005
6
Committee Membership: None
Mr. Abhay A. Vakil
Mr. Abhay A. Vakil is a director of the Company since
1993. He holds a Bachelors degree in Science and has
over 25 years of Industrial Experience. Presently he is the
Managing Director of Asian Paints (India) Limited.
Other Directorships:
Outside directorships:
1
Asian Paints (I) Ltd.
2
Vikatmev Containers Ltd.
3
Asian Paints Industrial Coatings Ltd.
4
Asian Paints (SI) Ltd.
5
Kalica Paper Industries Pvt. Ltd.
6
Asteroids Trading and Investments Pvt. Ltd.
7
Nehal Trading and Investments Pvt. Ltd.
Committee Membership: Two
Mr. Rajnikant B. Desai
Mr. R. B. Desai, a non-resident Indian, Ex-GM of Herdillia
Chemicals Limited, is a director of the Company since
1993. He has rich professional experience in the industry
and moulding related field.
Outside directorships
: None
Committee Membership
: None
By Order of the Board
Rahul S. Bhandari
Asst. Company Secretary
Management Discussion and Analysis (Contd.)
MANAGEMENT DISCUSSION & ANALYSIS:
In line with the accepted good corporate practices, Hitech
Plast has been reporting consolidated results – taking into
account the results of its subsidiaries. During the year
April 2004 – March 2005, Hitech Plast purchased the
remaining equity shares of Multitech Plast Containers
Limited and Clear Plastics Limited, thereby making them
the wholly owned subsidiaries of your Company. This
discussion therefore covers the financial results and the
business development during April 2004 – March 2005 in
respect of Hitech Plast consolidated – Hitech Plast Limited
together with its two wholly owned subsidiaries as
mentioned above. The consolidated entity has been referred
to as “Hitech Group” or “Your Company” in the
management discussion and analysis.
Some statements in this Discussion describing the
projections, estimates, expectations or outlook may be
forward looking. Actual results may differ materially from
those stated on account of factors such as change in
government regulations, tax regimes, economic
developments within India and outside influencing the
related policies, exchange rate and interest rate
movements, impact of competing products and their pricing,
product demand and supply.
INDUSTRY STRUCTURE AND DEVELOPMENT
In accordance with its Business Approach, your Company
is committed to improve the packaging – a shelf
differentiator – through innovative products and services.
Your Company supplies primarily, to two industries – Paint
Industry and the Fast Moving Consumer Goods (FMCG)
Industry, covering over 80% of its turnover.
The size of Indian paint industry is difficult to estimate
given the fragmented nature with large number of small
and medium scale paint manufacturers. However, the paint
industry revenues are expected to grow steadily at
10-12%. Your Company’s growth not only depends on the
user industry but is also driven by improving value
propositions to our customers and by substituting other
materials with plastic packaging. Your Company expects to
clock growth of 20% by volume.
The FMCG industry comprises segments such as Personal
Products, Detergents, Skin and Hair Care, Health and
Hygiene Products, Foods and beverages, Dairy Products,
etc. The sales to FMCG industry are expected to grow
by 20% in value.
Hitech Plast Group portfolio offers a basket of products,
in most of which over the years, Hitech has built market
share. The range encompasses Bocan, Tapered Pails,
Pails for Lube and Grease Industry, Hair and Skin Care
Jars, Health and Hygiene Care Flats and Containers and
Bottles for Food and Dairy Products.
OPPORTUNITIES AND THREATS
Your Company continuously identifies and explores new
opportunities, which will help in accomplishment of its
objectives. Your Company also seeks new opportunities in
expanding its current portfolio of products, through
continuous gathering of new insights in customers’
preferences. Your Company has been expanding its base
geographical location-wise with new units spread across
the country, namely Sriperumbudur and Pondicherry in the
South and Baddi in North.
Your Company is striving hard to expand its presence in
the FMCG industry by offering innovative products to
reduce the customers’ cost of packaging and enhancing
value propositions to the customers. To this end, a few of
the products are introduced during the year and others
are in the pipeline for introduction in the FMCG sector.
Since a major portion of suppliers to your Company’s
market segments is still dominated by the unorganized
sector, the stiff competition remains a continuously ambient
threat on the product pricing policies.
RISKS AND CONCERNS
Your Company mostly caters to the needs of Paint and
FMCG industry. The risks associated with Paint and FMCG
Industry will affect your Company as well. The macro
economic factors like the high oil prices, potential slow
down in the economy, sluggish demand conditions, may
affect the business of your Company as also the industry
at large. Since petroleum based raw materials form an
important cost component of your Company’s value chain,
it is an area of concern.
Your Company, to address partly these risk factors, has
explored the possibility of hedging the polymer price
movements, and in the near future Multi Commodity
Exchange (Mcx) is expected to come out with the futures
and options in polymers. Your Company, with forays in
diversified industries, has been able to significantly limit
the impact of these risks/concern.
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
Your Company maintains adequate system, procedures
and policies of internal control, which provide reasonable
assurance of recording the transactions of its operations
in all material respects and providing protection of assets.
The procedures and policies developed by your Company
ensure reliability as well as promptness of financial and
operational reports.
The Company has an independent internal Audit function.
Regular internal Audits are undertaken by the internal
auditors at various locations, covering various areas like
purchases, systems, sales, finance etc. based on an
annual audit plan. The Reports of the internal auditors are
regularly reviewed by the management and corrective
action initiated to strengthen the controls and enhance the
effectiveness of existing system. Summaries of the audit
observations and the ‘actions taken reports’ are presented
to the Audit Committee of the board on quarterly basis.
The audit committee’s observations are noted and action
taken accordingly.
During the year, at one of the locations, your Company
has implemented Enterprise Resources Planning (ERP),
covering purchase, stores, production process, distribution
and integrated accounting. This would ensure real time
checks on various transactions emanating from various
business processes.
7
Management Discussion and Analysis (Contd.)
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The relations with the employees were cordial and peaceful.
The Directors wish to place on record the excellent
cooperation and contribution made by the employees at all
levels in the organization to the continued growth of the
Company.
Your company has developed a talent management
program which integrates evaluation and calibration,
mentoring individual development plans, cross functional
training and learning programmes that identify develop and
deploy talent. The total number of employees at 31st March
2005 was 571.
FINANCIAL PERFORMANCE WITH REFERENCE TO
OPERATIONAL PERFORMANCE
Despite uncontrolled increase in the polymer prices, your
Company turned in a reasonable performance during the
year ended 31st March 2005 (FY05). Total Revenue at Rs
659,376 Thousands (Previous year ended Rs.544,152
Thousand) , showed a growth of 21.17% over the year
ended 31st March 2004 (FY04).
NEW PRODUCTS
Hitech Plast has always emphasized new product
development as a corner stone of its growth mission, with
an additional dimension of a focus on achieving the lowest
possible cost so that the relentless pursuit of growth
through organically and/or inorganically grown new products
is adequately de-risked.
FINANCIAL ANALYSIS (HITECH GROUP)
[Rs. In ‘000]
As of March 31
2005
2004
Sales
651,190
524,975
Stock Variation
(761)
7,067
Sales Tax set-off
1,623
1,383
Other Income
TOTAL
7,324
10,727
659,376
544,152
330,141
240,716
Expenditure
Material Consumption
Processing Charges
24,790
26,731
Power, Fuel & Water
38,515
34,690
Stores, Spares & Repairs
11,412
9,249
Salaries, wages, & Other benefits
59,422
56,205
Freight & Transport Charges
19,453
14,475
Others
63,885
49,203
TOTAL
547,618
431,269
Profit Before Interest
Depreciation & Tax
111,758
112,883
Interest
18,611
21,507
Depreciation
73,597
72,123
Profit Before Tax
Average Capital Employed
Return on Capital Employed
Debt: Equity Ratio
8
19,550
19,253
353,984
255,159
20.8%
23.2%
2.41
1.24
Your Company provided a sum of Rs.73,597 Thousand
and Rs. 72,123 Thousand towards depreciation for the
years ended March 31, 2005 and 2004, respectively. The
accumulated depreciation as a percentage of gross block
is 59% and 50% for the years ended March 31, 2005 and
2004, respectively. Your Company had earlier changed the
method of charging depreciation on moulds and plant and
machinery to written down value from straight-line method.
During the year, your Company has changed the method
of charging depreciation on all other assets as well from
straight-line method to written down value method.
The provision for tax is made at Rs. 6,900 Thousand
against Rs. 3,185 Thousand for the previous year. The
provision for deferred tax of Rs. 1,801 Thousand (Previous
year Rs. 6,044 Thousand), is made pursuant to Accounting
Standard 22 issued by the Institute of Chartered
Accountants of India.
The total capital employed in the business increased to
Rs.379,530 Thousand at the year-end from Rs. 328,437
Thousand at the end of previous fiscal year. The return
on average capital employed was 20.8% as compared to
previous year of 23.2%.
QUALITY
Your Company firmly believes that “Delivery of Quality Goods”
is one of the most critical components for competitive success
in the market. Your Company has achieved high maturity
through rigorous adherence to highly evolved management
system, which has been systematically benchmarked against
the standards, viz ISO. Your Company has extended its
accreditation to IS0 9001:2000 by Det Norske Veritas,
Netherlands, to Masat and Sarigam units as well.
RISK MANAGEMENT REPORT AND CONCERNS
Your Company has developed an ongoing risk and control
process, wherein operating units review and evaluate risks
for achieving the defined business objectives. The Board
reviews those significant risks, which might impact on the
achievement of corporate objectives.
The board of directors is responsible for monitoring risk
levels on various parameters and the managing director
ensures implementation of mitigation measures, if required.
The audit committee provides the overall direction on the
risk management policies.
As a part of risk management program, your Company
has conducted an audit of its risk management procedures
by independent auditors. The risk management and
mitigation of risk is an evolving process and it will have
to adapt to the changing business environment.
OUTLOOK
FY06 will be a year of consolidation in Hitech Plast Group’s
endeavour to move up the value chain, as it
●
makes substantial investments in new locations, new
innovative products and;
●
focuses on providing the best possible value proposition
to its customers.
The long-term outlook beyond the current investment phase
is expected to remain positive – Hitech Plast Group will
keep building enduring business values.
Consolidated
Consolidated
Financials
Financials
(Contd.)
AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors
Hitech Plast Limited
Gut Nos. 939 & 940,
Village-Sanaswadi,
Taluka - Shirur,
Dist : Pune,
Maharashtra - 412 208.
Auditors’ report to the board of directors of Hitech Plast Limited group (formerly known as Hi-Tech Plast
Containers (India) Limited) on the consolidated financial statements of Hitech Plast Limited and its subsidiaries
We have audited the attached consolidated Balance Sheet of Hitech Plast Limited group as at 31st March 2005, and also the
Consolidated Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Hitech Plast Limited’s management and have been prepared by the management
on the basis of the separate financial statements and other financial information regarding its subsidiaries. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards in India. These standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material respects, in
accordance with and identified financial reporting framework and are free of material misstatements. An audit includes examining
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statements. We believe that our audit provides a reasonable basis for our opinion.
We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements
of Accounting Standard (AS-21) - Consolidated Financial Statements, (AS-23) Accounting for Investments in Associates in
Consolidated Financial Statements and (AS-27) Financial reporting of interests in Joint Ventures issued by the Institute of
Chartered Accountants of India.
Based on our audit of financial statements of Hitech Plast Limited and its subsidiaries, included in the consolidated financial
statements read with Notes 3 and 4, of Schedule Q, and to the best of our information and according to explanations given to us,
we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of consolidated Balance Sheet, of the state of affairs of Hitech Plast Limited group as at 31st March 2005;
(b) in the case of consolidated Profit and Loss Account, of the profit for the year ended on that date;
and
(c) in the case of the consolidated cash flow statement, of the cash flows for the year ended on that date.
For SHAH & CO.
Chartered Accountants
Place
Date
:
:
Mumbai
th
18 June 2005
H. N. SHAH
Partner
M. No. 8152
9
Consolidated Financials (Contd.)
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2005
Schedule
FUNDS EMPLOYED
SHAREHOLDERS’ FUNDS
Share Capital
Reserves & Surplus
CAPITAL RESERVE (On Consolidation)
DEFERRED TAX
LOANS
Secured Loans
Unsecured Loans
As at
31.03.2005
(Rs.in ‘000)
As at
31.03.2004
(Rs.in ‘000)
118,970
31,318
150,288
7,090
692
160,970
31,318
192,288
5,033
-
132,169
128,079
260,248
107,975
57,094
165,069
25,100
25,100
443,418
6,830
25,100
6,376
38,306
400,696
31,704
9,223
479,107
280,183
198,924
6,271
205,195
1,250
412,692
208,920
203,772
1,748
205,520
1,250
322
72,893
97,976
15,622
68,365
255,178
81,606
173,572
31,697
-
252
62,383
92,051
28,605
51,452
234,743
78,960
155,783
1,109
27,801
10
443,418
400,696
A
B
C
MINORITY INTEREST
Equity
Preference Shares
Non Equity
TOTAL
APPLICATION OF FUNDS
GOODWILL (On Consolidation)
FIXED ASSETS
Gross Block
Less : Depreciation
Net Block
Capital Work in Progress
D
INVESTMENTS
CURRENTS ASSETS, LOANS AND ADVANCES
Interest accrued
Inventories
Sundry debtors
Cash and Bank Balances
Loans and Advances
E
F
Less : CURRENT LIABILITIES AND PROVISIONS
NET CURRENT ASSETS
DEFERRED TAX ASSETS (NET)
PROFIT AND LOSS ACCOUNT
MISCELLANEOUS EXPENDITURE
(To the extent not written off)
TOTAL
Accounting Policies
G
Notes on Accounts
H
P
Q
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18th June 2005
10
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Consolidated Financials (Contd.)
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2005
Schedules
For the Year Ended
31.03.2005
(Rs.in ‘000)
For the Year Ended
31.03.2004
(Rs.in ‘000)
767,600
116,410
651,190
8,947
(761)
659,376
617,516
92,541
524,975
12,110
7,067
544,152
330,141
94,203
59,422
60,206
10
3,636
547,618
111,758
18,611
93,147
73,597
19,550
6,900
1,801
10,849
569
11,418
11,418
(27,801)
(12,739)
(29,122)
240,716
86,591
56,205
43,454
601
2,677
1,025
431,269
112,883
21,507
91,376
72,123
19,253
3,185
6,044
10,024
(271)
9,753
4,735
5,018
(43,261)
12,983
(25,260)
2,259
316
(31,697)
2,259
282
(27,801)
1.06
1.06
1.25
1.24
INCOME
Sales (Gross)
Less : Excise Duty Paid
Net Sales
Other Income
Variation in Stocks
TOTAL
I
J
EXPENDITURE
Materials Consumed
K
Manufacturing Expenses
L
Employees’ remuneration and benefits
M
Administrative and Selling Expenses
N
Preliminary Expenses written off
Amortisation of Goodwill on amalgamation
Amortisation of Goodwill on consolidation
TOTAL
GROSS PROFIT BEFORE INTEREST, DEPRECIATION & TAX
Less: Interest and Financing Charges
O
PROFIT BEFORE DEPRECIATION AND TAX
Less: Depreciation (Refer Note No. 5 of Schedule - Q)
PROFIT BEFORE TAX
Less: Provision for Tax
Provision for Tax (Deferred Tax)
PROFIT FOR THE YEAR
Add : Prior period adjustment
NET PROFIT
Less : Minority Interest
Balance
Previous year balance brought forward
P&L Balance of ACL on Amalgamation
Adjustment on account of Consolidation
Amount Available for Appropriations
Appropriations
Proposed Dividend on Preference shares of subsidiary company
Tax on Dividend
Balance carried to Balance Sheet
Earning Per Share [Refer Note No. 9 of Schedule - Q]
Basic EPS (in Rs.)
Diluted EPS (in Rs.)
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18th June 2005
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
11
Consolidated Financials (Contd.)
CONSOLIDATED CASH FLOW STATEMENT FOR THEYEAR ENDED ON 31st MARCH, 2005
[PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT]
A.
2004-2005
(Rs.in ‘000)
2003-2004
(Rs.in ‘000)
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and Extra-ordinary Item
Adjustments for :
Depreciation
Profit on Sale of Assets
Interest Paid
Preliminary Expenses written off
Foreign Exchange (Gain)/Loss
Interest income
Goodwill amortised
Prior Period adjustment
Operating Profit before working capital changes
19,550
19,253
73,597
34
18,611
10
80
(593)
3,636
114,925
72,123
(353)
21,507
601
102
(4,520)
3,702
(271)
112,144
Adjustments for :
Trade Receivables
Other Receivables
Inventories
Trade Payables
(11,421)
(16,039)
(10,509)
1,299
(4,721)
36,549
(9,274)
11,381
78,255
(2,700)
97
75,652
146,079
(1,308)
144,771
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Interest Received
Purchase of Investments
Adjustment on Account of Amalgamation
Net Cash used in Investing Activities
(74,211)
1,395
804
(50,005)
(122,017)
(33,624)
3,743
4,520
(71,700)
2,229
(94,832)
CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Preference capital
Proceeds from Long Term Borrowings
Repayment of Long Term Borrowings
Proceeds (Repayment of Cash Credit)
Proceeds from Short Term Borrowings
Repayment of Short Term Borrowings
Dividend Paid
Interest Paid
(42,000)
20,000
(40,895)
45,036
82,180
(9,695)
(2,541)
(18,703)
64,502
(40,894)
(11,478)
135,009
(161,220)
(283)
(21,507)
33,382
(35,871)
(12,983)
28,605
15,622
14,068
14,537
28,605
Cash Generated from Operations
Income Tax Paid
Add : Extra ordinary items
Net Cash Flow from Operations
B.
C.
Net Cash used in Financing Activities
Net (Decrease)/ Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at the beginning of the year
Cash and Cash Equivalents at the end of the year (Refer Note)
Note: Cash and Cash Equivalents at the end of the period include
Term Deposits with Banks of Rs. 5,407,096/- (Previous Year - Rs. 12,412,123/-)
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18th June 2005
12
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
As At
31.03.2005
(Rs. in ‘000)
As At
31.03.2004
(Rs. in ‘000)
158,000
158,000
32,000
32,000
10,000
200,000
10,000
200,000
118,970
-
118,970
32,000
-
10,000
118,970
160,970
Share Premium
9,100
9,100
Capital Subsidy
2,500
2,500
Capital Reserve
3,698
3,698
Capital Redemption Reserve
16,020
16,020
TOTAL
31,318
31,318
33,152
60,314
38,574
32,255
60,443
15,406
132,169
107,975
84,752
16,235
SCHEDULE “A”: SHARE CAPITAL
AUTHORISED:
15,800,000
Equity Shares of Rs 10/- each
3,200,000
Preference Shares of Rs.10/- each
1,000,000
Optionally Convertible Cumulative Redeemable Preference
Shares of Rs.10/- each
TOTAL
ISSUED, SUBSCRIBED AND FULLY PAID UP:
11,896,995
—
Equity Shares of Rs.10/- each fully paid (Previous year - 11,896,995)
Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid
(Previous Year - 3,200,000)
—
Optionally Convertible Cumulative Redeemable Preference Shares of
Rs.10/- each (Previous Year - 1,000,000)
TOTAL
SCHEDULE “B” : RESERVES & SURPLUS
SCHEDULE “C” : SECURED AND UNSECURED LOANS
SECURED LOANS:
Term Loans from Bank / Corporate Bodies
(Payable within 1 year Rs. 16,963,668/-, Previous year Rs. 24,205,917/-)
Term Loans from Bank - FCNRB
(Payable within 1 year Rs. 12,400,000/-, Previous year Rs. 13,000,000/-)
Bank Cash Credit
UNSECURED LOANS:
Loans and deposits from Corporate bodies
(Payable within 1 year Rs. 9,000,000/-, Previous year Rs. 9,100,000/-)
Fixed Deposits
- Maturity on or before 1 Year
18,305
6,603
- Maturity after 1 Year
20,600
25,659
38,905
32,262
Sales Tax - Deferral Loan
TOTAL
4,422
8,597
128,079
57,094
260,248
165,069
[Term Loans from the Banks are secured by mortgage of the Company's immovable properties and by way of hypothecation of
all movable properties, subject to prior charge in favour of the Company's Bankers. (Also secured by personal guarantee of some
of the Directors). Cash Credit is secured by hypothecation of inventories and book debts alongwith the second charge on
the fixed assets of the Company and also secured by personal guarantee of some of the Directors.]
13
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
SCHEDULE “D” : FIXED ASSETS
(Rs. in ‘000)
GROSS BLOCK
PARTICULARS
As at
31.03.2004
Additions
during the
Year
Deductions
during the
Year
NET BLOCK
DEPRECIATION
Total as at
31.03.2005
Upto
31.03.2004
Additions /
Amortization
during the
Deductions
during the
Year
Total
as at
31.03.2005
As at
31.03.2005
As at
31.03.2004
Year
Tangible Assets :
Freehold Land
Building
Mould
Plant & Machinery
Furniture
Office Equipment
Vehicle
Intangible Assets :
Technical Know-how
Computer Software
Patent
TOTAL
Previous Year
6,531
79,348
55,011
240,013
7,914
9,350
7,805
10,856
11,483
8,204
35,151
705
937
2,201
1,647
1,347
6
769
17,387
90,831
61,568
273,817
8,619
10,281
9,237
16,091
34,124
144,998
2,151
4,489
2,540
23,085
12,904
29,994
1,953
1,960
2,198
1,219
590
525
39,176
45,809
174,402
4,104
6,449
4,213
17,387
51,655
15,759
99,415
4,515
3,832
5,024
6,531
63,257
20,887
95,015
5,763
4,861
5,265
5,000
1,720
412,692
374,298
527
120
70,184
41,185
3,769
2,791
5,000
2,247
120
479,107
412,692
3,430
1,097
208,920
138,291
1,000
473
30
73,597
72,123
2,334
1,494
4,430
1,570
30
280,183
208,920
570
677
90
198,924
203,772
1,570
623
203,772
-
Note : Refer Note No. 5 in Schedule “Q”
SCHEDULE “E”: INVESTMENTS
(Refer Note No. 5 of Schedule ‘P’)
Long Term - unquoted (at cost) : Trade
Shares in subsidiary company
12,500 Equity Shares of Rs. 100/- each, fully paid-up in Ho-Plast Pvt. Ltd.,
Aggregate amount of unquoted investments
SCHEDULE “F”: CURRENT ASSETS, LOANS AND ADVANCES
CURRENT ASSETS :
Interest accrued but not received
Inventories:(lower of cost and market value)
(as taken, valued and certified by Management)
a. Materials Stock:
- Packing Materials
- Raw Materials
b. Finished Goods
c. Work-in-Progress
d. Consumables, Stores & Spares
Sundry Debtors (Unsecured)
a. Outstanding for more than six months
(considered good)
(considered doubtful)
Less : Provision for doubtful debts
b. Other Debts (considered good)
Cash and
a.
b.
c.
Bank Balances:
Cash on hand
With Scheduled Banks
Term Deposits
LOANS AND ADVANCES : (Unsecured, considered good)
a. Loans to Staff
b. Balances with Customs, Central Excise etc.
c. Sundry deposits
d. Advances recoverable in cash or kind
e. Advance Payments of Taxes (Tds & Advance Tax)
TOTAL
14
As At
31.03.2005
As At
31.03.2004
(Rs. in ‘000)
(Rs. in ‘000)
1,250
1,250
1,250
1,250
322
252
1,932
35,756
37,688
14,854
17,930
2,421
72,893
2,262
24,021
26,283
12,699
20,846
2,555
62,383
2,450
2,021
4,471
2,021
2,450
95,526
97,976
5,960
5,960
5,960
86,091
92,051
190
10,025
5,407
15,622
175
16,018
12,412
28,605
598
8,589
11,019
21,040
27,119
68,365
255,178
830
4,867
6,502
16,962
22,291
51,452
234,743
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
As At
31.03.2005
(Rs. in ‘000)
As At
31.03.2004
(Rs. in ‘000)
4,458
25,999
30,457
16,559
5,010
31,871
36,881
11,935
4,719
667
1,575
2,576
25,053
81,606
4,423
1,620
3,407
2,541
18,153
78,960
10
10
-
611
601
10
Year
2004-2005
(Rs. in ‘000)
Year
2003-2004
(Rs. in ‘000)
671
4,734
1,134
642
1,381
1,623
936
1,789
1,058
572
1,017
1,383
1,101
-
771
8,947
353
1,892
12,110
14,854
17,930
32,784
12,699
20,846
33,545
12,699
20,846
33,545
(761)
11,648
14,830
26,478
7,067
SCHEDULE “G”: CURRENT LIABILITIES AND PROVISIONS
LIABILITIES
Sundry Creditors
SSI
Others
Other Liabilities
PROVISIONS :
Provision for Gratuity
Provision for Unutilised Privilege Leave
Other Provisions
Provision for dividend
Provision for Taxation
TOTAL
SCHEDULE “H” : MISCELLANEOUS EXPENDITURE
(To the extent not written off)
Preliminary Expenses Opening Balance
Less : Written off
TOTAL
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT:
SCHEDULE “I” : OTHER INCOME
Interest Received (Gross)
(Tax deducted at source Rs. 1,09,249/-, Previous Year Rs. 7,69,716/-)
Moulding Charges
Miscellaneous Income
Gain on commutation of Sales Tax Deferral Loan (Refer Note No. 6 of Schedule - Q)
Sales Tax set off received
Sale of Scrap
Designing charges
(Tax deducted at source Rs. 40,964/-, Previous Year - Rs. Nil)
Profit on sale of assets (Net)
Provision no longer payable
TOTAL
SCHEDULE “J” : VARIATION IN STOCKS
STOCK-IN-TRADE (at close)
Finished Goods
Work-in-progress
STOCK-IN-TRADE (at commencement)
Finished Goods
Work-in-progress
TOTAL
15
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
Year
2004-2005
(Rs. in ‘000)
Year
2003-2004
(Rs. in ‘000)
SCHEDULE “K” : MATERIALS CONSUMED
Materials Consumed:
Opening Stock
Add : Purchases
Less : Closing Stock
TOTAL
26,283
341,546
367,829
37,688
330,141
23,381
243,618
266,999
26,283
240,716
24,790
38,515
307
1,125
7,583
11,412
26,731
34,690
604
2,309
5,371
9,249
1,481
5,738
3,110
10,329
142
94,203
294
4,355
2,741
7,390
247
86,591
49,192
5,494
3,614
1,122
59,422
46,178
4,785
3,350
1,892
56,205
19,453
4,121
1,723
2,194
853
62
1,677
3,339
6,270
15,503
34
172
425
1,200
2,021
1,159
60,206
14,475
2,974
2,635
1,640
593
1,306
2,738
5,291
10,499
70
608
606
19
43,454
6,168
2,313
9,469
661
18,611
6,922
2,130
11,090
1,365
21,507
SCHEDULE “L” : MANUFACTURING EXPENSES
Processing Charges
Water, Power and Fuel
Excise duty paid
Mould Rent
Material Handling Charges
Stores & Spares Consumed
Repairs & Maintenance - to Building
- to Plant and Machinery
- Other Assets
Royalty
TOTAL
SCHEDULE “M” : EMPLOYEES’ REMUNERATION AND BENEFITS
Salaries, Wages, allowances and other benefits
Staff Welfare Expenses
Contribution to Provident Fund
Gratuity
TOTAL
SCHEDULE “N” : ADMINISTRATIVE AND SELLING EXPENSES
Freight and Transport Charges
Rent
Rates and Taxes
Insurance
Security Charges
Rebate & Discount
Printing and Stationery
Postage and Telephone
Travelling and Conveyance Expenses
Miscellaneous Expenses
Loss on Sale of Fixed Assets
Directors’ Meeting Fees
Auditors’ Remuneration & Service Charges
Management Fees
Provision for Doubtful Debts
Bad Debts
TOTAL
SCHEDULE “O” : INTEREST AND FINANCING CHARGES
Interest on Term Loans (Net)
Interest on Cash Credit
Other Financing Charges
Bank Charges
TOTAL
16
Consolidated Financials (Contd.)
SCHEDULE “P”
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FOLLOWED IN THE COMPILATION OF THE
CONSOLIDATED ACCOUNTS:
1.
Method of Accounting:
(a) The financial statements are prepared under the historical cost convention on an accrual basis and
comply with all the mandatory Accounting Standards issued by the Institute of Chartered
Accountants of India and the relevant provisions of the Companies Act, 1956.
(b) The rights and liabilities pertaining to prior period operations but arising in the current year, if
material, are shown as ‘prior period adjustments’ in the Profit and Loss Account.
2.
Fixed Assets:
The fixed assets are accounted at the cost of acquisition, which includes taxes, duties (net of cenvat,
wherever applicable) and other identifiable direct expenses incurred to bring the assets to their present
location and condition less accumulated depreciation. Interest on borrowed funds attributable up to the
period assets are put to use is included in the qualifying assets.
3.
Depreciation:
Depreciation is provided on all assets under written down method at the rates specified under
Schedule XIV to the Companies Act, 1956. Expenditure on computer software is amortised over a
period of three years.
4.
Inventory:
(a) Inventories are valued at lower of cost and net realisable value. Damaged, unserviceable and inert
stocks are suitably depreciated.
(b) In case of raw and packing materials, stores, spares and consumables the cost includes duties
and taxes other than credits under CENVAT and is arrived at on weighted average basis.
(c) The Finished Goods and Work-in-progress cost includes the cost of raw material, packing materials
and appropriate share of fixed and variable production overheads and excise duty as applicable on
the finished goods.
5.
Investments:
Long-term investments are stated at cost less permanent diminution, if any, in the value of
investments.
6.
Foreign Exchange:
Revenue transactions in foreign currencies are recorded at the exchange rate prevailing on the date of
transactions or at the exchange rates under related forward exchange contracts. Transactions not
covered by forward exchange rates and outstanding at the year-end are converted at exchange rates
prevailing at the year-end and the profit/loss so determined and also the realised exchange gains/
losses are recognised in the Profit and Loss Account. There is no gain/loss in respect of foreign
currency transactions on capital account.
7.
Retirement Benefits:
Company’s contribution to provident fund is charged to Profit and Loss Account as per rates specified
in the Act. Gratuity and Privilege Leave have been provided in the books as per the actuarial
valuation.
8.
Taxes on Income:
The Company provides for taxes on income, on the taxes payable under the Income Tax Act and
deferred tax asset / liability are measured in respect of carried forward business losses, unabsorbed
depreciation and taxable temporary differences calculated at current statutory income-tax rate.
9.
Goodwill:
The goodwill on consolidation is amortised over a period of ten years.
17
Consolidated Financials (Contd.)
SCHEDULE “Q”: NOTES ON CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT:
2004-2005
(Rs.in ‘000)
1
2
Estimated amount of contracts to be executed
on capital account and not provided for
Contingent liabilities not provided for:
(a) Bank Guarantees issued on behalf of the Company
(b) Claims against the Company not acknowledged as debt
(c) Bills Discounted
(d) Arrears of Dividend on Preference Shares
3.
Name of the Subsidiary
Multitech Plast Containers Limited
Clear Plastics Limited
4.
Principles of Consolidation
2003-2004
(Rs.in ‘000)
678
3,044
2,590
—
60,195
—
6,711
500
12,252
32,804
% of Voting power
100.00%
100.00%
Financial Year
31st March 2005
31st March 2005
a. The consolidated financial statements are based on audited financial statement of subsidiaries.
b. The financial statements of the parent company and its subsidiaries have been combined to the extent
possible on a line by line basis by adding together like items of assets, liabilities, income and expenses. All
significant intra group balances and transactions have been eliminated on consolidation.
c. The goodwill/capital reserve on consolidation has been recognized in the consolidated financial statements. The
goodwill is amortised over a period of ten years on straight line basis.
d. The consolidated financial statements have been prepared using uniform accounting policies for like transactions
and over events in similar transactions and are presented to the extent possible, in the same manner as the
parent company’s financial statement.
e. Minority interest in the net income and net assets of the consolidated financial statements are computed and
shown separately.
5.
The Company had changed the method of charging depreciation on plant and machinery and moulds in previous
year from straight-line method to written down value method as per rates specified in Schedule XIV of the
Companies Act, 1956. The Company has, during the year, changed the method of charging depreciation on other
assets from straight-line method to written down value method as per rates specified in Schedule XIV of the
Companies Act, 1956. As a result depreciation upto previous years has increased by Rs. 23,100 Thousand
(Previous year increased by Rs. 22,504 Thousand) and the current year depreciation is higher by Rs. 8,834
Thousand (Previous year lower by Rs. 4,824 Thousand). Had the Company adopted the earlier depreciation
method the aggregate profits, the fixed assets of the Company as well as reserves would have been higher by
Rs. 31,934 Thousand (Previous year by Rs. 17,473 Thousand).
6.
During the year, the Government of Maharashtra notified a scheme under which the Company could prepay the
entire liability of sales tax deferment on a discounted basis. The Company availed of this scheme and prepaid the
entire liability for the year 2004-2005. This prepayment resulted in a one-time gain of Rs. 1,381 Thousand.
(Previous year Rs.1,017 Thousand).
7.
The Deferred Tax Asset/(Liability) comprises of tax effect of timing differences, carried forward business losses and
unabsorbed depreciation as shown below:
31.03.2005
(Rs. in ‘000)
31.03.2004
(Rs. in ‘000)
3,452
14,146
5,345
(16,669)
Expenses allowable for tax purposes on payment basis
1,201
3,632
Deferred Tax Asset/(Liability) (Net)
(692)
1,109
Deferred Tax Assets
Carried forward business losses and Unabsorbed Depreciation
Deferred Tax Liability
Fixed Assets excess net block over written down value
as per the provisions of the Income-tax Act, 1961
Deferred Tax Assets
18
Consolidated Financials (Contd.)
8. Related Party Disclosures, as required by AS-18, ‘Related Party Disclosures’ are given below:
1.
Relationship:
(i) Companies over which the Directors have controlling interest
Dani Capital and Investments Company Private Limited
(ii)
Directors
Mr. Ashwin S. Dani
Dani Enterprises Private Limited
Mr. Ashok K. Goyal
Dani Finance and Investments Private Limited
Dani Holding and Trading Company Private Limited
Mr. Jalaj A. Dani
Mr. Hasit A. Dani
Dani Securities Limited
Mr. Shailesh Gandhi
Dani Trading and Investments Limited
Mr. Harshad Desai
Geetanjali Trading and Investments Limited
Gujarat Organics Limited
Rangmeet Investments Limited
Coatings Specialities (India) Limited
Rangkala Investments – Division of Gujarat Organics Ltd.,
Asian Paints (India) Limited
Asian Paints (Mauritius) Limited
Asian Paints (Lanka) Limited
Asian Paints (Queensland) Pty. Ltd.
Asian Paints (Nepal) Pvt. Ltd.
Berger Paints (Emirates) Limited
2. Related Party Transactions for the Year- 2004-05:
Particulars
(Rs. in ‘000)
Companies over which
Directors have controlling interest
(i)
Sales
Services rendered
- Conversion Charges
- Other Income
Services received
- Professional and Consultancy charges
- Others
Sundry Debtors
Inter Corporate Deposits Received
Inter Corporate Deposits Repaid
Other Payables
Sitting Fees
Remuneration
215,674
47,507
1,189
5,041
17,021
90,355
15,355
653
64
4,047
Related Party Transactions for the Year- 2003-04:
Particulars
Sales
Services rendered
- Conversion Charges
Services received
- Professional and Consultancy charges
- Others
Sundry Debtors
Inter Corporate Deposits Received
Inter Corporate Deposits Repaid
Loans Repaid
Interest Paid
Other Payables
Sitting Fees
Remuneration
Directors of the
Company
(ii)
Companies over which
Directors have controlling interest
(i)
120,468
(Rs. in ‘000)
Directors of the
Company
(ii)
57,802
1,980
13,780
79,000
75,100
8,200
1,351
1,300
27
630
19
Consolidated Financials (Contd.)
9.
Earning Per Share, as required by AS-20, ‘Earning Per Share’ is given below :
Particulars
Unit
2004-2005
2003-2004
16,068
Basic Earning Per Share
Amount used as the numerator
Profit After Taxation
Rs. in ‘000
12,650
Less: Pref. Dividend
Rs. in ‘000
—
4,798
12,650
11,270
11,896,995
9,023,746
11,897
9,024
1.06
1.25
Weighted Average number of Equity Shares
Used as the denominator
Nos.
Nominal value of Equity Shares
Rs. in ‘000
Basic EPS
Rs.
Diluted Earning Per Share
Amount used as the numerator (Calculated above)
Rs. in ‘000
12,650
11,270
Add: Dividend saving on Pref. Share
Rs. in ‘000
—
1,200
12,650
12,470
Weighted Average number of Equity Shares
Used as the denominator
Nos.
11,896,995
9,023,746
Increase in No. of Shares
Nos.
—
1,000,000
Total potential Nominal value of Equity Shares
Rs. in ‘000
11,897
10,024
Diluted EPS
Rs.
1.06
1.24
10. Since the Company’s business activity falls within a single primary business segment, viz., Plastic Containers” the
above results applies to the same for the purpose of Accounting Standard 17 (AS-17) on segment reporting. The
capital employed in the reportable segment was Rs. 379,530 Thousand as on 31st March 2005 (Rs. 328,437
Thousand as on 31 st March 2004).
11. Previous year’s figures have been regrouped wherever necessary.
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18 th June 2005
20
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Directors’ Report
DIRECTORS’ REPORT
Corporate Governance
To the members,
Your Directors have pleasure in presenting fourteenth annual
report on the business and operations of your Company and
the audited accounts for the year ended March 31, 2005.
[Rs. In ‘000]
2004-2005 2003-2004
Gross Sales
451,920
350,705
Sales (Net of Excise)
Other Income
Variation in stocks
375,951
11,544
(397)
290,856
13,311
6,349
Total Expenditure
387,098
302,160
310,516
230,813
Preliminary Expenses written off
Amortisation of Goodwill on Amalgamation
-
560
2,677
Profit before Interest & Depreciation
Interest and Financing Charges
Depreciation
84,938
10,743
39,396
76,466
13,225
34,800
Operating Profit (Before Tax)
Less: Provision for Tax
34,799
4,500
28,441
-
Provision for Tax (Deferred Tax)
Add. Prior Period Adjustments
Net Profit (After Tax)
5,799
97
24,597
11,917
16,524
Previous year balance brought forward (30,044)
(46,568)
Balance carried to Balance Sheet
(30,044)
(5,447)
The detailed analysis on the performance of the Company is
discussed in Management Discussion and Analysis.
Results of operations
Total sales turnover of your Company increased to
Rs.375,951 Thousand from Rs. 290,856 Thousand in the
previous year. The operating profit increased to Rs. 34,800
Thousand as compared to Rs.28,441 Thousand for the
previous year.
New Manufacturing Unit
Your Company is in the process of setting up a new
manufacturing unit at Sriperumbudur, near Chennai in the State
of Tamil Nadu. The unit will cater to its customers located in the
South, apart from meeting the packaging requirements of its
one of the major customers, namely Asian Paints (India)
Limited.
Reduction of Share Capital
The High Court of Bombay sanctioned the petition filed by
your Company for reduction of share capital by cancelling the
Preference Shares, aggregating to Rs. 42000 Thousand and
returning the entire sum to the holders of preference shares
on 14th January 2005.
Amalgamation
The Board of Directors have approved the Scheme of
Amalgamation of Multitech Plast Containers Limited, your
wholly owned subsidiary with the Company, pursuant to
Section 391 to 394 of the Companies Act, 1956, with effect
from 1st April 2005, subject to the confirmation of the Hon’ble
High Court of Bombay.
Your Company continues to give the priority to its corporate
governance policies. During the year, the Securities and
Exchange Board of India (SEBI) has interalia directed revision
of Clause 49 of the Listing Agreement namely “Corporate
Governance”, vide SEBI Circular No. SEBI/CFD/DIL/CG/1/
2004/12/10 dated October 29, 2004. The amendments to the
clause 49 are to be complied by December 2005. However,
your Company has complied with all the mandatory
recommendations on Corporate Governance as amended
by said Circular, in January 2005.
For the year under review, the compliance report is provided
in the Corporate Governance report as Annexure–I. The
auditor’s certificate on compliance with the mandatory
recommendations of the committee is annexed to this report.
Responsibility Statement of the Board of Directors
To the best of their knowledge and belief and according to the
information and explanations obtained by them, the Directors
make the responsibility statement setting out the compliance
with the accounting and financial reporting requirements
specified under Section 217 (2AA) of the Companies Act, in
respect of the financial statements, as follows:
That in preparation of the annual accounts for the year ended
31st March 2005 the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
That such accounting policies as mentioned in Schedule P of
the Annual Accounts have been selected and applied
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 ended 31st March, 2005 and of the profit of your company
for that year.
That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for
safeguarding the assets of your company and for preventing
and detecting fraud and other irregularities.
That the annual accounts for the year ended 31st March 2005
have been prepared on a going concern basis.
Liquidity
During the year, your Company has applied for a term loan
from State Bank of India, to finance the capex requirements
including setting up of a new manufacturing unit at
Sriperumbudur.
Your Company believes that the cash management is adequate
to meet its capital expenditure and working capital
requirements for the near future.
Fixed Deposits
Your Company continued accepting fixed deposits from
shareholders, friends, relatives of directors and business
associates and it stood at Rs.21,118 Thousand against
Rs.22,629 Thousand at the end of previous fiscal year.
21
Directors’ Report (Contd.)
Investment
Your Company acquired the remaining 190,000 Equity Shares
of Rs.10/- each of Multitech Plast Containers Limited (MPCL),
at a cost of Rs.3,040 Thousand. After the said acquisition,
MPCL has become 100% subsidiary of the Company.
Your Company also acquired remaining 493,000 Equity shares
of Rs.10/- each of Clear Plastics Limited, at a cost of Rs.46,917
Thousand. After the said acquisition, CPL has become 100%
subsidiary of the Company.
Subsidiary Companies
Your Company’s subsidiary Multitech Plast Containers Limited
achieved a profit of Rs.8,885 Thousand (loss of Rs.2,148
Thousand during 2003-04). Your company’s another subsidiary
Clear Plastics Limited achieved cash profit of Rs.303
Thousand and after providing for depreciation of Rs.24,192
Thousand, a loss of Rs. 23,888 Thousand (loss of Rs.5,703
Thousand during 2003-04).
During the year, Clear Plastics Limited has set up a new
manufacturing unit at Baddi in Himachal Pradesh.
During the year, no adjustments to the extent of above profit/
loss have been made in the books of your Company. The
Statement pursuant to Section 212 (1) (e) of the Companies
Act, 1956, is given at the end of Notes to the Accounts.
Consolidated Financial Statements
The Annual Report of the subsidiary companies are annexed
to this Report along with the statement pursuant to Section
212 of the Companies Act, 1956. However, in the context of
mandatory requirement to present consolidated accounts,
which provides members with a consolidated position of your
company including subsidiary, at the first instance, members
are being provided with the Annual Report of your Company
treating these as abridged accounts as contemplated by
Section 219 of the Companies Act, 1956. As stipulated by
Clause 32 of the listing agreement, Consolidated Financial
Statements are prepared by the Company in accordance
with the requirements of Accounting Standard 21 ‘Consolidated
Financial Statements’ issued by the Institute of Chartered
Accountants of India. The audited Consolidated Financial
Statements form part of the Annual Report. Members desirous
of receiving the full Annual Report of the subsidiaries will be
provided the same on receipt of a written request from them.
This will help save cost in connection with printing and mailing
of the Annual Report.
rotation in the forthcoming Annual General Meeting. All of them,
being eligible, offer themselves for reappointment.
Mr. Harish N. Motiwalla was appointed as Additional Director
on the Company’s Board with effect from 10th December 2004.
Mr. Harish N. Motiwalla will cease to be a Director at the
forthcoming Annual General Meeting. A notice is received
from a shareholder along with a deposit of Rs.500/- proposing
him as a Director. Directors commend his appointment.
Mr. Rameshchandra S. Gandhi was appointed as Additional
Director on the Company’s Board with effect from 31st January
2005. Mr. Rameshchandra S. Gandhi will cease to be a Director
at the forthcoming Annual General Meeting. A notice is received
from a shareholder along with a deposit of Rs.500/- proposing
him as a Director. The Directors commend his appointment.
Auditors
The Auditors, Shah & Co., Chartered Accountants, retire at
the ensuing Annual General Meeting and have confirmed their
eligibility and willingness to accept office, if reappointed.
Conservation of energy, research and development,
technology absorption, foreign exchange earnings and
outgo
The particulars as prescribed under subsection (1)(e) of
section 217 of the Companies Act, 1956, read with the
Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988, are set out in the Annexure-II.
Particulars of Employees
None of the employees employed throughout/part of the fiscal
year ended 31st March 2005 was in receipt of remuneration
exceeding the limits laid down under the provisions of section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of employees) Rules, 1975, as amended.
Acknowledgements
Your directors thank the company’s customers, vendors,
investors and bankers for their continued support during the
year. Your directors place on record their appreciation of the
contribution made by employees at all levels under the
leadership of the Managing Director, who, through their
competence, hard work, solidarity, cooperation and support,
have enabled the company to achieve consistent growth and
look forward to continued support of all these partners in
progress.
For and on behalf of the board of directors
Directors
As per Article 104 of the Articles of Association, Mr. Hasit A.
Dani, Mr. Abhay A. Vakil and Mr. Rajnikant B. Desai retire by
Place : Mumbai
Date : 18th June 2005
ASHWIN S. DANI
Chairman
Mission Statement
To be best at satisfying customers needs with innovative and tailored packaging products. This will be achieved
through integrating individual creativity and talent into the process of collective action of our employees.
22
Corporate Governance Report (Contd.)
ANNEXURES TO THE DIRECTORS’ REPORT
ANNEXURE – I
CORPORATE GOVERNANCE:
Corporate governance is the mechanism by which values, principles, management policies and procedures of a company are
manifested in the world. It refers to the entire system by which a company is managed and monitored, its corporate principles and
guidelines and the system of internal and external controls and supervision to which the company’s operation is subjected. It
involves a cohesive set of relationships among an organisation’s Board of Directors, its management and shareholders.
Hitech Plast Limited is committed to the principles of transparency, integrity, control and accountability. We believe that best board
practices, empowerment, transparency, and disclosures are necessary for creating shareholders’ value. We at Hitech believe
that corporate performance in the long run is co-related to corporate governance and that well governed companies mitigate ‘non
business risks’ better. Your Company endeavors to adopt the best practices in corporate governance and thereby aims to
increase the value for its stakeholders.
During the course of the year, SEBI vide circular No.SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004 has revised Clause
49 of the Listing Agreement. The Company was required to comply with the Revised Clause 49 by 31st March 2005. Further the
period for compliance with revised guidelines has been postponed to 31st December 2005. However, your Company has complied
with the revised Clause 49, in January 2005.
A. Board composition
The current policy is to have a managing director, the promoter directors and the independent directors to maintain the
independence of the board, and to separate the board functions of governance and management. The board consists of ten
members, one of whom is the managing director, three promoters’ directors (including non-executive chairman), one
non-executive director and five independent directors. Since the company has a non-executive chairman, the boards’
composition meets with the stipulated requirement of at least one-third of the Board comprising independent directors.
Table 1 gives the composition of the company’s board, and the number of outside directorships held by each of the directors.
TABLE 1
Sr.
No.
Name of
the Director
Category
Designation
Board
Meetings
attended
Attendance
Total
No. of other
at Last
number
Committee
Memberships
AGM
of other
as on date
directorships as
on date # Member Chairman
1
Shri A. S. Dani
PD
Chairman
5
No
6
2
1
2
Shri H. K. Bilpodiwala
NED (1)
Director
4
No
7
1
2
3
Shri A. R. Nagarwadia
NED (1)
Director
1
No
3
-
-
4
Shri A. A. Vakil
NED
Director
4
Yes
4
2
-
5
Shri R. B. Desai *
NED (1)
Director
1
No
-
-
-
6
Shri Ramesh S. Gandhi
NED (1)
Director
4
No
13
-
1
7
Shri H. N. Motiwalla
NED (1)
Director
1
No
2
1
-
8
Shri Jalaj A. Dani
PD
Director
5
Yes
28
-
-
9
Shri Hasit A. Dani
PD
Director
3
Yes
3
-
-
10
Shri Ashok K. Goyal
ED
Managing
5
Yes
2
-
-
Director
* Shri Ramesh S. Gandhi was alternate director to Shri. R. B. Desai upto 31st January 2005. Shri Ramesh S. Gandhi was
appointed as an Additional Director on 31st January 2005
@ PD – Promoter Director, NED - Non-Executive Director, NED (1) - Non-Executive Director - Independent, ED - Executive Director
# includes Alternate Directorships and Foreign Company’s Directorship but excluding Private Companies
23
Corporate Governance Report (Contd.)
B. Board meetings
The Hitech Plast Board met five times during the year ended March 31, 2005. The Board Meetings were held on 18th May 2004,
27th July 2004, 27th November 2004, 10 th December 2004 and 31st January 2005. Table 1 gives the attendance record of the
directors.
Information supplied to the Board:
The Board has unfettered and a complete access to any information within the company, and to any employee of the company.
The information regularly supplied to the board includes:
(a) Annual operating plans and budgets, capital budgets, updates;
(b) Quarterly results of the company;
(c) Minutes of meetings of audit, investors’ grievance and share transfer committees, as well as abstracts of circular
resolutions passed;
(d) General notices of interest;
(e) Information on recruitment and remuneration of senior officers just below the board level including appointment or removal
of CFO and company secretary;
(f) Important litigations, show cause, demand, prosecution and penalty notices;
(g) Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems;
(h) Any materially relevant default in financial obligations to and by the company or substantial non-payment for goods sold
by the company;
(i) Any issue which involves possible public or product liability claims of a substantial nature;
(j) Details of any joint venture or collaboration agreement;
(k) Transactions that involve substantial payment towards goodwill, brand equity or intellectual property;
(l) Significant development on the human resources front;
(m) Sale of material nature, of investments, subsidiaries, assets, which is not in the normal course of business;
(n) Details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate
movement; and
(o) Details of non-compliance of any regulatory, statutory nature or listing requirements and shareholder services such as
delays in share transfer.
Materially significant related party transactions
As required by the Accounting Standard AS-18, issued by the Institute of Chartered Accountants of India, details of related
party transactions, pecuniary transactions or relationships between the company and its directors for the year ended March
31, 2005 are given in the Annual Report.
C. Board committees
Currently, the board has two committees – (a) the audit committee and (b) the investors’ grievance and the share transfer
committee.
The audit committee was reconstituted on 31st January 2005, and consists of three independent directors.
The investors’ grievance committee is composed of a promoter Chairman, two non-executive directors and the managing
director.
The board is responsible for the constituting, assigning, co-opting and fixing of terms of service for committee members to
various committees.
The chairman of the board, in consultation with the assistant company secretary of the company determines the frequency
and duration of the committee meetings. Normally, all the committees meet four times a year. Recommendations of the
committee are submitted to the full board for approval.
The quorum for the meetings is either two members or one-third of the members of the committees, whichever is higher.
24
Corporate Governance Report (Contd.)
1. Audit committee
Your Company has an independent audit committee. The composition, procedures, power, role and functions of the audit
committee comply with the requirements of Section 292A of the Companies Act, 1956 and also Clause 49 of the Listing
Agreement. Revised Clause 49 of the Listing Agreement makes it mandatory for listed companies to have an qualified and
independent audit committee with an audit committee charter (“terms of reference”). The terms of reference includes
consideration of scope of audit reviews, the effectiveness of the system of Internal Control, Risk Management and Statutory
Compliances.
The Board Meeting held on 31st January 2005 reconstituted the audit committee and also revised the terms of reference to
meet with the requirements of revised Clause 49 of the Listing Agreement. The term of reference interalia includes:
●
Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible.
●
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory
Auditors and the fixation of audit fees.
●
Approval of payment to Statutory Auditors for any other services rendered by them.
●
Reviewing, with the management, the annual financial statements before submission to the Board for approval, with
particular reference to:
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of
clause (2AA) of section 217 of the Companies Act, 1956.
Changes, if any, in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions.
Qualifications in the draft audit report.
●
Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
●
Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control
systems.
●
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
●
Discussion with internal auditors any significant findings and follow up there on.
●
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
●
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern.
●
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non payment of declared dividends) and creditors.
●
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Composition of the audit committee
The audit committee comprised of two independent directors and one promoter director, till 31st January 2005. They were:
Sr. No.
Name of the Director
Category
1.
Shri Abhay A. Vakil
Independent Director
2.
Shri Homi K. Bilpodiwala
Independent Director
Member
3.
Shri Hasit A. Dani
Promoter Director
Member
Chairman
25
Corporate Governance Report (Contd.)
The Board of Directors of the Company reconstituted the Audit Committee at its meeting held on 31st January 2005. The
reconstituted audit committee consists of three independent directors. They are:
Sr. No.
Name of the Director
Category
1.
Shri Rameshchandra S. Gandhi
Independent Director
Chairman
2.
Shri Homi K. Bilpodiwala
Independent Director
Member
3.
Shri Harish N. Motiwalla
Independent Director
Member
Mr. Rameshchandra S. Gandhi was the Finance Director and Company Secretary of Bombay Burmah Trading Corporation
Limited for 19 years. Mr. Homi K. Bilpodiwala and Mr. Harish N. Motiwalla being Chartered Accountants by profession have
vast experience in the fields of accounts, taxation and corporate governance.
The CFO, the Statutory Auditors and the Internal Auditors are the permanent invitees to the Audit Committee meetings. Mr. B.
P. Dusara, CFO is the secretary of the Committee.
During the period under review, four audit committee meetings were held on 13 th May 2004 (annual accounts reviewed), 23rd
July 2004, 24 th November 2004 and 28th January 2005. Table 2 gives the attendance record of the audit committee members:
TABLE 2
Sr. No.
Name of the Director
Category
1
Shri Abhay A. Vakil
Chairman
No. of Meetings attended
4
2
Shri Homi K. Bilpodiwala
Member
4
3
Shri Hasit A. Dani
Member
4
2. Investors’ grievance and share transfer committee
The investors’ grievance and share transfer committee consists of the following directors:
TABLE 3
Sr. No.
Name of the Director
Category
Total Meetings 2004-2005
No. of
Meetings Attended
1
Shri Ashwin S. Dani
Chairman
7
7
2
Shri Abhay A. Vakil
Member
7
7
3
Shri Ashok K. Goyal
Member
7
7
4
Shri Hasit A. Dani
Member
7
7
Investors’ grievance committee report for the year ended March 31, 2005
The committee has the mandate to review and redress shareholder grievances and to attend to share transfers. Seven
investors’ grievance committee meetings were held during the year. The attendance record of members is given in Table
3 above.
The committee expresses satisfaction with the company’s performance in dealing with investors’ grievance and its share
transfer system. It has also noted the shareholding in de-materialized mode as on March 31, 2005 as being 16.55%. Mr.
Rahul S. Bhandari, Assistant Company Secretary is the Compliance Officer. There were no complaints pending at the
beginning of the year. The Company received and resolved 12 complaints during the year. There were no complaints
pending at the end of the year.
The company has approved a Code of Conduct under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992, with effect from 26th October 2002. Mr. Rahul S. Bhandari was appointed as the Compliance
Officer and Mr. Ashok K. Goyal was appointed as Public Spokesperson under the said Regulations.
On 24 th May 2003, the Board of Directors appointed a Sub – Committee for Share Transfer consisting of Mr. Ashok K.
Goyal, Chairman, Mr. Bhupendra P. Dusara and Mr. Rahul S. Bhandari as Members, to speed up the procedure of share
transfer and providing better services to the Investors. The sub-committee generally meets three times a month.
D. Subsidiary Companies
The revised Clause 49 of the Listing Agreement requires at least one independent director on the Board of Directors of the
holding Company to be a director on Board of Directors of a material non listed Indian subsidiary. Accordingly,
Mr. Rameshchandra S. Gandhi, an independent director of the Company is on the Board of Directors of Multitech Plast
Containers Limited and Clear Plastics Limited.
E. Code of Conduct
The Company has adopted a Code of Conduct under revised Clause 49 of the Listing Agreement. All the Board members
and senior management personnel are required to comply with the requirements of the said Code of Conduct. The Code
of Conduct has been posted on the website of the Company namely: www.hitechplast.net
26
Corporate Governance Report (Contd.)
Annual General Meeting
Location and time where last three Annual General Meetings were held:
Place
Date
Time
th
Regd. Office : Sanaswadi, Pune
Regd. Office : Sanaswadi, Pune
Regd. Office : Sanaswadi, Pune
26 June 2004
19th July 2003
20th July 2002
11.30 a.m.
11.30 a.m.
11.30 a.m.
All the resolutions, sets out in the respective notices were passed by the shareholders. There were no resolutions put through
postal ballot last year. There is no business at the ensuing AGM requiring implementation of the postal ballot under the
applicable rules.
Means of communication
(a) Quarterly results are taken on record by the Board of Directors and submitted to the Stock Exchanges in terms of
requirements of Clause 41 of the Listing Agreement.
(b) Quarterly results are normally published in the Indian Express and Loksatta.
(c) Quarterly results are displayed on Company’s website www.hitechplast.net
(d) Half-yearly results are not sent to each household of shareholders.
(e) No presentations have been made to institutional investors or to the analysts.
(f) The Management Discussion and Analysis report forms a part of Directors Report.
General Shareholder information:
Annual General Meeting
Date
Venue
Time
Board Meeting to approve quarterly
financial results for the quarter ending
30th June 2005
30th September 2005
31st December 2005
31st March 2006
Book Closure Date
Dividend payment date
Listing on Stock Exchanges
Stock Code Nos.
The Stock Exchange , Mumbai
ISIN
Market Price data - H/L at the BSE
Month Apr 04 May 04
:
:
:
23rd September 2005
Gut Nos. 939 & 940, Village Sanaswadi, Taluka Shirur, Pune – 412 208.
11.30 a.m.
:
:
:
:
:
:
:
:
Proposed Board Meeting
End of July 2005
End of October 2005
End of January 2006
End of June 2006
16th September 2005 to 23 rd September 2005 (both days inclusive)
Not Applicable
Mumbai
: 526217
: 120D01012
of each month in last financial year:
Jun 04
Jul 04
Aug 04 Sept 04 Oct 04 Nov 04 Dec 04 Jan 05 Feb 05
Mar 05
High
18.48
18.80
16.90
21.00
17.70
21.70
26.00
26.75
45.00
41.25
37.45
38.75
Low
13.61
12.50
11.00
13.35
12.50
15.00
16.80
18.15
20.30
29.15
29.80
27.60
Registrar & Transfer Agents
: Intime Spectrum Registry Ltd.
C-13, Pannalal Silk Mills Compound,
LBS Rd., Bhandup (W) Mumbai – 400 078
Tel No. 022 – 55555454
Distribution of Shareholding: (data as of 31.03.2005)
Share holding of nominal value of
Rs.
Upto - 5,000
5,001 - 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 1,00,000
1,00,001 and above
Total
Number
7,091
195
80
24
21
51
36
53
Share holders
% to total
93.908
2.582
1.060
0.318
0.278
0.675
0.477
0.702
7,551
100.000
Share Amount
in Rs.
% to total
9,193,330
7.7270
1,690,050
1.4210
1,277,580
1.0740
585,210
0.4920
747,160
0.6280
2,522,940
2.1210
2,891,830
2.4310
100,061,850
84.1060
118,969,950
100.0000
27
Corporate Governance Report (Contd.)
Shareholding Pattern as on 31.03.2005:
Sr. No.
Particulars
No. of Shares
1
Promoters
2
Financial Institutions & Banks
3
Mutual Funds & UTI
4
5
6
Other Director & their Relatives
7
Clearing Members
8
Indian Public
% to the total
Paid up Share Capital
8,642,390
72.65
—
—
1,600
0.01
Private Corporate bodies
136,462
1.15
NRI’s & OCB’s
599,740
5.04
40,000
0.33
Total
De-materialization of Shares
:
275
0.00
2,476,528
20.82
11,896,995
100.00
With effect from 1st November 2001 the Company’s shares are under
transfer-cum-demat option.
Status of De-materialization as on 31st March 2005
Particulars
No. of Shares
% to the total Paid up Share Capital
Total shares held in physical form
9,927,915
83.45
Total shares in de-materialized form
1,969,080
16.55
11,896,995
100.00
Total :-
Plant Locations : Gut Nos. 939 & 940, Village Sanaswadi, Taluka – Shirur, District - Pune, Maharashtra – 412 208.
: Silvassa Technopark, Bldg. No.1 Behind Santogen Mills, Masat, Silvassa, Union Territory–Dadra & Nagar Haveli
: RS No.146/3/4/5, Ariyur Village, Vallianur Commune, Pondicherry 605 102
: Plot No.4615 &4616 Plastic zone Rd. No.46, Manda Village GIDC, Sarigam – 396155 Dist : Valsad
Address for correspondence : Gut Nos. 939 & 940, Village Sanaswadi, Taluka – Shirur, District - Pune, Maharashtra – 412 208.
Investor’s correspondence should be addressed to Intime Spectrum Registry Limited.
Non-Mandatory Requirements:
The Company has also adopted part of the non-mandatory requirements given in annexure - 3 of the Corporate Governance Code.
AUDITORS’ REPORT ON CORPORATE GOVERNANCE
TO THE MEMBERS OF
HITECH PLAST LIMITED
(Formerly known as Hi-Tech Plast Containers (India) Limited)
We have examined the compliance of conditions of Corporate Governance by Hitech Plast Limited for the year ended March 31, 2005
as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchange, Mumbai (BSE).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the
directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated
in the abovementioned Listing Agreement.
As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that as per the records
maintained by the Company, there were no investor’s grievances remaining unattended / pending for more than 30 days as at March
31, 2005.
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 Shah & Co.,
Chartered Accountants
Place : Mumbai
th
Date : 18 June 2005
28
H.N. Shah
Partner
M. No. 8152
Information under Section 217(1)(e)
ANNEXURES TO THE DIRECTORS’ REPORT
ANNEXURE - II
Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors’
Report for the year ended 31st March 2005.
A.
Conservation of Energy:
(a)
Energy conservation measures taken:
Auto cut-off system operates for the chilling plant to avoid continuous running of the plant when not required i.e. when
the temperature goes below the minimum desired level. The dry-off set printing machine area was modified so as to
reduce the energy consumption.
(b)
Additional investments and proposals, if any, being implemented for reduction of consumption of energy:
Your company installed latest technology-driven injection moulding machines with variable delivery pump, which
resulted in lower power consumption. Further, more capacitors were added to improve the power factor from 0.98 to
0.99.
(c ) Impact of energy conservation measures: The impact of above will result in savings in terms of energy cost.
(d)
Total energy consumption and energy consumption per unit of production: The information prescribed under Form ‘A’ is not applicable to the Company since it does not fall within the List of
Industries notified for the purpose.
B.
Technology Absorption :
Research and Development (R & D) :
1
2
Specific areas in which R & D carried out by the
Company
Benefits derived as a result of the above R & D
3
4
Future plan of action
Expenditure on R & D
:
It shall always embark upon developing new products.
(a)
(b)
(c)
(d)
:
:
:
:
-Rs. 2259 Thousand
Rs. 2259 Thousand
0.60%
Capital
Recurring
Total
Total R & D expenditure as a % of turnover
:
:
Your company invests in software for the design cell to
develop new moulds for newer applications.
The product line meets the ever-evolving customers’ needs
with wide range of products for various applications.
Technology absorption, adaptation and innovation :
C.
1
Efforts, in brief, made towards technology
absorption, adaptation and innovation
:
Improved moulds for different sizes were developed
successfully.
2
Benefits derived as a result of the above efforts,
e.g. product improvement, cost reduction,
product development, import substitution, etc.
:
This helped in cutting down one stage of production process.
3
In case of imported technology
(imported during the last 5 years reckoned from
the beginning of the financial year),
following information may be furnished
(a)
Technology imported
:
Technical Know-how relating to the tooling and methods
of the manufacture of the “DG-Lock” plastic containers
and closure design for 20Ltr, 15Ltr. [Assigned to a
subsidiary company.]
(b)
(c)
(d)
Year of Import
Has technology been fully absorbed
If not fully absorbed, areas where this has
not taken place, reasons therefor and
future plans of action
:
:
:
1999-2000
Yes
N.A.
Foreign exchange earnings and outgo :
Particulars with regard to foreign exchange earnings and outgo appear in Schedule “Q”, Notes to the Accounts.
For and on behalf of the board of directors
Place
Date
:
:
Mumbai
th
18 June 2005
Ashwin S. Dani
Chairman
29
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
AUDITORS’ REPORT
TO THE MEMBERS OF
HITECH PLAST LIMITED
(formerly known as Hi-Tech Plast Containers (India) Limited)
We have audited the attached Balance Sheet of Hitech Plast Limited as at 31st March 2005, the Profit and Loss Account of the
Company and the cash flow statement for the year ended on that date, annexed thereto. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As required by the Companies (Auditor’s Report) Order, 2003, issued by the Company Law Board in terms of Section 227(4A) of
the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.
Further to our comments in the Annexure referred to above, we report that:
a)
We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for
the purpose of our audit.
b)
In our opinion proper books of account as required by law have been kept by the Company so far as appears from our
examination of such books.
c)
The Balance Sheet, the Profit and Loss Account and the cash flow statement referred to in this report are in agreement with
the books of account.
d)
In our opinion the Balance Sheet, the Profit and Loss Account and the cash flow statement referred to in this report comply
with the Accounting Standards referred to in Section 211(3C) of Companies Act, 1956.
e)
On the basis of the written representations received from the directors and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on 31st March 2005 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.
f)
In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, the
Profit and Loss Account and the cash flow statement, read together with the notes thereon, give the information required by
the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India.
(i)
In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March 2005;
(ii)
In the case of the Profit and Loss Account, of the “Profit” of the Company for the year ended on that date;
and
(iii)
In the case of cash flows statement, of the cash flows for the year ended on that date.
For SHAH & CO.
Chartered Accountants
Place
Date
30
:
:
Mumbai
th
18 June 2005
H. N. SHAH
Partner
M. No. 8152
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
ANNEXURE REFERRED IN PARAGRAPH 3 OF THE AUDITORS’ REPORT TO THE MEMBERS OF HITECH PLAST LIMITED (FORMERLY
KNOWN AS HI-TECH PLAST CONTAINERS (INDIA) LIMITED) FOR THE YEAR ENDED 31ST MARCH 2005
1
(a) The Company has maintained proper records showing
7
In our opinion, the Company has an internal audit system
full particulars including quantitative details and location
commensurate with the size and nature of its business.
of the Fixed Assets.
8
We are informed that the maintenance of cost records has
(b)
2
(c)
The Company has not disposed of substantial part of
fixed assets during the year.
(a)
Inventories have been physically verified during the year
by the management. In our opinion, the frequency of
verification is reasonable.
(b)
The procedures of physical verification of stocks followed
by the management are adequate in relation to the size
of the Company and the nature of its business.
The Company is regular in depositing undisputed
statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees’ State
Insurance, Income Tax, Sales Tax, Wealth Tax,
Service tax, Custom Duty, Excise Duty, cess and other
statutory dues with the appropriate authorities.
(b)
There are no disputed dues to be deposited at various
forums.
11
(a) The Company has not accepted any loans during the
year from the parties covered in the register maintained
under section 301 of the Companies Act, 1956.
The Company has not defaulted during the year in
repayment of dues to any financial institutions, banks or
debenture holders.
12
In view of clause 4 (iii)(a) of the Companies (Auditor’s
Report) Order, 2003, clause 4 (iii)(b, c & d) are not
applicable to the Company.
The Company has not granted any loans and advances
on the basis of security by way of pledge of shares,
debentures and other securities.
13
As the Company is not a chit fund, nidhi, mutual benefit
fund or society the provisions of clause 4(xiii) of the
Companies (Auditor’s Repor t) Order, 2003 is not
applicable to the Company.
14
As the Company is not dealing or trading in shares,
securities, debentures and other investments, the provision
of clause 4(xiv) of the Companies (Auditor’s Report) Order,
2003 is not applicable to the Company.
15
The Company has not given any guarantees during the year.
16
The term loans obtained during the year are applied for
the purpose for which it was obtained.
17
According to the information and explanations received
the Company has not applied short term borrowings for
long term use.
18
The Company has not made any preferential allotment
of shares during the year.
19
The Company has not issued any debentures during the year.
20
The Company has not raised any money by way of public
issue during the year.
The Company has not granted any loans during the year
to the parties covered in the register maintained under
section 301 of the Companies Act, 1956.
In our opinion, and according to the information and
explanations given to us, there are adequate internal control
systems commensurate with the size of the Company and the
nature of its business with regard to purchase of stores, raw
materials including components, packing materials, plant and
machinery, equipment and other assets and with regard to
sale of goods and services. There is no major weakness in the
internal control procedures.
(a)
(b)
6
(a)
The Company is maintaining proper records of inventory.
The discrepancies noticed on verification between the
physical stocks and book records were not material and
have been properly dealt with in the books of account.
In view of clause 4 (iii)(e) of the Companies (Auditor’s
Report) Order, 2003, clause 4 (iii)(f & g) are not applicable
to the Company.
5
9
The Company has not incurred cash loss in the current
year and in the immediately preceding financial year
and the accumulated losses in the balance sheet as on
31/3/2005 is less than 50% of the net worth of the
Company.
(b)
4
not been prescribed by the Central Government under
Section 209(1)(d) of the Companies Act, 1956, in respect
of the Company’s products.
10
(c)
3
There is a regular program of physical verification, which
in our opinion is reasonable, having regard to the size of
the Company and the nature of fixed assets. No material
discrepancies have been noticed in respect of the assets
physically verified during the year.
The particulars of all contracts and arrangements referred
to in section 301 of the Companies Act, 1956 have been
properly entered in the register maintained under section
301 of the Act.
In our opinion, and according to the information and
explanations given to us, the contracts and arrangements
entered in the register maintained under Section 301 of
the Companies Act, 1956 have been made at prices
which are reasonable having regard to the prevailing
market price.
In our opinion and according to the information and
explanations given to us, the Company has complied with the
directives issued by the Reserve Bank of India and the provisions
of Section 58A and 58AA or any other relevant provisions of
the Companies Act, 1956 and the rules framed there under.
21. As per the information and explanation given to us no
material fraud on or by the Company has been noticed
during the year.
For SHAH & CO.
Chartered Accountants
Place : Mumbai
Date : 18th June 2005
H. N. SHAH
Partner
M. No. 8152
31
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
BALANCE SHEET AS AT 31st MARCH 2005
Schedule
As at
31.03.2005
As at
31.03.2004
(Rs. in ‘000)
(Rs. in ‘000)
118,970
160,970
FUNDS EMPLOYED
SHAREHOLDERS’ FUNDS
Share Capital
A
Reserves & Surplus
B
LOANS
11,600
11,600
130,570
172,570
76,982
73,930
C
Secured Loans
Unsecured Loans
TOTAL
88,792
34,246
165,774
108,176
296,344
280,746
APPLICATION OF FUNDS
FIXED ASSETS
D
Gross Block
249,768
226,287
Less : Depreciation
163,849
126,527
85,919
99,760
4,616
1,748
Net Block
Capital Work in Progress
90,535
101,508
95,040
45,035
85
77
Inventories
40,366
36,128
Sundry debtors
61,436
61,175
Cash and Bank Balances
12,303
18,158
Loans and Advances
47,449
30,115
161,639
145,653
58,919
49,894
102,720
95,759
2,602
8,400
INVESTMENTS
E
CURRENTS ASSETS, LOANS AND ADVANCES
F
Interest accrued
Less : CURRENT LIABILITIES AND PROVISIONS
G
NET CURRENT ASSETS
DEFERRED TAX ASSETS (NET)
PROFIT AND LOSS ACCOUNT
TOTAL
Accounting Policies
P
Notes on Accounts
Q
5,447
30,044
296,344
280,746
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18 th June 2005
32
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2005
Schedules
For the Year Ended
31.03.2005
(Rs. in ‘000)
For the Year Ended
31.03.2004
(Rs. in ‘000)
451,920
350,705
75,969
59,849
INCOME
Sales (Gross)
Less : Excise Duty Paid
Net Sales
375,951
290,856
Other Income
I
11,544
13,311
Variation in Stocks
J
(397)
6,349
387,098
310,516
K
168,238
110,503
Manufacturing Expenses
L
64,022
60,277
Employees’ remuneration and benefits
M
31,675
33,299
Administrative and Selling Expenses
N
TOTAL
EXPENDITURE
Materials Consumed
38,225
26,734
Preliminary Expenses written off
-
560
Amortisation of Goodwill on Amalgamation
-
2,677
302,160
234,050
GROSS PROFIT BEFORE INTEREST, DEPRECIATION & TAX
84,938
76,466
Less: Interest and Financing Charges
10,743
13,225
PROFIT BEFORE DEPRECIATION AND TAX
74,195
63,241
Less : Depreciation [Refer Note No. 11 of Schedule - Q]
39,396
34,800
PROFIT BEFORE TAX
34,799
28,441
Less : Provision for Tax
4,500
-
5,799
11,917
24,500
16,524
97
-
TOTAL
O
Provision for Tax (Deferred Tax)
PROFIT FOR THE YEAR
Prior period adjustment
NET PROFIT
24,597
16,524
(30,044)
(46,568)
(5,447)
(30,044)
Basic EPS (in Rs.)
2.55
2.62
Diluted EPS (in Rs.)
2.55
2.48
Previous year balance brought forward
Balance carried to Balance Sheet
Earning Per Share [Refer Note No. 17 of Schedule - Q]
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18th June 2005
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
33
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31st MARCH, 2005
[PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT]
A.
2004-2005
(Rs. in ‘000)
2003-2004
(Rs. in ‘000)
34,799
28,441
39,396
34
10,743
(486)
84,486
34,800
(320)
13,225
560
101
(4,521)
2,677
74,963
(261)
(14,679)
(4,238)
4,398
703
41,292
(4,422)
4,739
Cash Generated from Operations
69,706
117,275
Income Tax Paid
Add : Extra ordinary items
(2,655)
97
(1,118)
-
Net Cash Flow from Operations
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Interest Received
Purchase of Investments
Adjustment on Account of Amalgamation
Net Cash used in Investing Activities
CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Preference capital
Proceeds from Long Term Borrowings
Repayment of Long Term Borrowings
Proceeds (Repayment of Cash Credit)
Proceeds from Short Term Borrowings
Repayment of Short Term Borrowings
Interest Paid
67,148
116,157
(29,558)
1,100
479
(50,005)
(77,984)
(22,848)
737
4,521
(71,699)
283
(89,006)
(42,000)
(28,699)
31,750
57,506
(2,960)
(10,616)
37,002
(23,638)
(18,172)
85,259
(87,646)
(13,225)
4,981
(20,420)
(5,855)
18,158
12,303
6,731
11,427
18,158
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and Extra-ordinary Item
Adjustments for :
Depreciation
Loss/(Profit) on Sale of Assets
Interest Paid
Preliminary Expenses written off
Foreign Exchange (Gain)/Loss
Interest income
Goodwill amortised
Operating Profit before working capital changes
Adjustments for :
Trade Receivables
Other Receivables
Inventories
Trade Payables
B.
C.
Net Cash used in Financing Activities
Net (Decrease)/ Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at the beginning of the year
Cash and Cash Equivalents at the end of the year (Refer Note)
Note: Cash and Cash Equivalents at the end of the period include Term Deposits with Banks of
Rs. 3,287,506/- (Previous Year - Rs. 4,497,709/-).
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18 th June 2005
34
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULES FORMING PART OF THE ACCOUNTS
As At
As At
31.03.2005
31.03.2004
(Rs. in ‘000)
(Rs. in ‘000)
158,000
158,000
32,000
32,000
SCHEDULE “A”: SHARE CAPITAL
AUTHORISED:
15,800,000 Equity Shares of Rs 10/- each
3,200,000 Preference Shares of Rs.10/- each
1,000,000 Optionally Convertible Cumulative Redeemable Preference
Shares of Rs.10/- each
10,000
10,000
200,000
200,000
118,970
118,970
-
32,000
-
10,000
118,970
160,970
Share Premium
9,100
9,100
Capital Subsidy
2,500
2,500
11,600
11,600
1,146
36,164
38,574
32,255
TOTAL
ISSUED, SUBSCRIBED AND FULLY PAID UP:
11,896,995 Equity Shares of Rs.10/- each fully paid (Previous Year 11,896,995)
-
Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid
(Previous Year 3,200,000) (Refer Note No. 14 of Schedule - Q)
-
Optionally Convertible Cumulative Redeemable Preference Shares of
Rs.10/- each (Previous Year 1,000,000) (Refer Note No.14 of Schedule - Q)
TOTAL
SCHEDULE “B” : RESERVES & SURPLUS
TOTAL
SCHEDULE “C” : SECURED AND UNSECURED LOANS
SECURED LOANS:
Term Loans from Bank and corporate bodies
(Payable within 1 year Rs. 1,145,841/-, Previous year Rs. 15,508,343)
Term Loans from Bank ( FCNRB)
(Payable within 1 year Rs. 12,400,000/-, Previous year Rs. 13,000,000/-)
Bank Cash Credit
37,262
5,511
76,982
73,930
63,252
4,235
UNSECURED LOANS:
Loans and deposits from Corporate bodies
(Payable within 1 year Rs. 1,000,000/-, Previous year Rs. 3,100,000/-)
Fixed Deposits
- Maturity on or before 1 Year
- Maturity after 1 Year
Sales Tax - Deferral Loan
TOTAL
12,005
5,143
9,113
17,486
21,118
22,629
4,422
7,382
88,792
34,246
165,774
108,176
[Term Loans from the Banks are secured by mortgage of the Company's immovable properties and by way of
hypothecation of all movable properties, subject to prior charge in favour of the Company's Bankers. (Also secured by
personal guarantee of some of the Directors). Cash Credit is secured by hypothecation of inventories and book debts
alongwith the second charge on the fixed assets of the Company and also secured by personal guarantee of some
of the Directors.]
35
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULES FORMING PART OF THE BALANCE SHEET : (Continued)
(Rs. in ‘000)
GROSS BLOCK
PARTICULARS
As at
31.03.2004
Additions
during the
Year
Deductions
during the
Year
NET BLOCK
DEPRECIATION
Total as at
31.03.2005
Upto
31.03.2004
Additions /
Amortization
during the
Deductions
during the
Year
Total
as at
31.03.2005
As at
31.03.2005
As at
31.03.2004
Year
Tangible Assets :
Freehold Land
Building
Mould
Plant & Machinery
Furniture
Office Equipment
Vehicle
Intangible Assets:
Computer Software
TOTAL
Previous Year
3,814
35,163
36,781
135,302
3,643
4,979
4,885
5,317
2,611
15,128
432
518
2,157
1,647
793
769
9,131
35,163
37,745
149,637
4,075
5,497
6,273
10,268
21,619
88,408
1,299
2,850
986
10,823
9,553
14,777
994
931
1,845
1,219
330
525
21,091
29,953
102,855
2,293
3,781
2,306
9,131
14,072
7,792
46,782
1,782
1,716
3,967
3,814
24,895
15,162
46,894
2,344
2,129
3,899
1,720
226,287
195,177
527
26,690
31,867
3,209
757
2247
249,768
226,287
1,097
126,527
92,067
473
39,396
34,800
2,074
340
1,570
163,849
126,527
677
85,919
99,760
623
99,760
-
Note : Refer Note No. 11 in Schedule “Q”
SCHEDULE “E”: INVESTMENTS
(Refer Note No. 5 of Schedule ‘P’)
Long Term - unquoted (at cost) : Trade
Shares in subsidiary company
1,000,000 (Previous Year 810,000) Equity Shares of Rs. 10/- each
fully paid-up in Multitech Plast Containers Ltd.
996,000 (Previous Year 503,000) Equity Shares of Rs.10/- each
fully paid-up in Clear Plastics Ltd.
Aggregate amount of unquoted investments
SCHEDULE “F”: CURRENT ASSETS, LOANS AND ADVANCES
CURRENT ASSETS :
i. Interest accrued but not received
ii. Inventories:(lower of cost and market value)
(as taken, valued and certified by Management)
a. Materials Stock:
- Packing Materials
- Raw Materials
b.
c.
d.
Finished Goods
Work-in-Progress
Consumables Stores & Spares
iii. Sundry Debtors (Unsecured)
a. Outstanding for more than six months
(considered good)
(considered doubtful)
Less : Provision for doubtful debts
b.
Other debts (considered good)
iv. Cash and Bank Balances:
a. Cash on hand
b. With Scheduled Banks
c. Term Deposits
LOANS
a.
b.
c.
d.
e.
f.
TOTAL
36
AND ADVANCES : (Unsecured, considered good)
Loans to Staff
Balances with Customs, Central Excise etc.
Sundry deposits
Advances recoverable in cash or kind
Loans to Subsidiary
Advance Payments of Taxes (Tds & Advance Tax)
(Rs. in ‘000)
As At
31.03.2005
(Rs. in ‘000)
As At
31.03.2004
12,893
9,853
82,147
35,182
95,040
45,035
85
77
743
17,563
18,306
10,040
9,599
2,421
40,366
682
12,927
13,609
9,018
11,018
2,483
36,128
1,583
2,021
3,604
2,021
1,583
59,853
61,436
4,294
4,294
4,294
56,881
61,175
94
8,922
3,287
12,303
103
13,557
4,498
18,158
180
6,173
5,733
16,736
1,500
17,127
47,449
161,639
301
3,880
3,005
8,457
14,472
30,115
145,653
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULES FORMING PART OF THE BALANCE SHEET : (Continued)
As At
31.03.2005
(Rs. in ‘000)
As At
31.03.2004
(Rs. in ‘000)
597
29,313
29,910
8,551
798
25,292
26,090
6,323
2,844
536
1,060
16,018
58,919
2,872
1,380
1,711
11,518
49,894
Year
2004-2005
(Rs. in ‘000)
Year
2003-2004
(Rs. in ‘000)
486
4,521
615
1,381
1,623
700
4,203
1,789
32
1,017
1,379
725
3,425
-
747
11,544
320
1,892
13,311
10,040
9,599
19,639
9,018
11,018
20,036
9,018
11,018
20,036
(397)
4,906
8,781
13,687
6,349
Less : Closing Stock
13,609
172,935
186,544
18,306
14,817
109,295
124,112
13,609
TOTAL
168,238
110,503
SCHEDULE “G”: CURRENT LIABILITIES AND PROVISIONS
LIABILITIES
Sundry Creditors [ Refer Note No. 15 of Schedule Q ]
SSI
Others
Other Liabilities
PROVISIONS :
Provision for Gratuity
Provision for Unutilised Privilege Leave
Other Provisions
Provision for Taxation
TOTAL
SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT
SCHEDULE “I” : OTHER INCOME
Interest Received (Gross)
(Tax deducted at source Rs.90,007/-, Previous Year Rs.703,414/-)
Miscellaneous Income
Gain on commutation of Sales Tax Deferral Loan (Refer Note No. 12 of Schedule -Q)
Sales Tax set off received
Sale of Scrap
Royalty
Designing charges
(Tax deducted at source Rs.40,964/-, Previous Year - Rs. Nil)
Profit on sale of assets (Net)
Provision no longer payable
TOTAL
SCHEDULE “J” : VARIATION IN STOCKS
STOCK-IN-TRADE (at close)
Finished Goods
Work-in-progress
STOCK-IN-TRADE (at commencement)
Finished Goods
Work-in-progress
SCHEDULE “K” : MATERIALS CONSUMED
Materials Consumed:
Opening Stock
Add : Purchases
37
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT : (Continued)
Year
2004-2005
(Rs. in ‘000)
Year
2003-2004
(Rs. in ‘000)
Processing Charges
21,546
25,201
Water, Power and Fuel
21,912
18,462
SCHEDULE “L” : MANUFACTURING EXPENSES
Excise duty paid
130
489
1,125
2,309
Material Handling Charges
5,231
3,659
Stores & Spares Consumed
8,642
7,316
Mould Rent
Repairs & Maintenance - to Building
1,204
215
- to Plant and Machinery
2,638
1,750
-
1,594
876
Other Assets
5,436
2,841
64,022
60,277
25,865
27,172
Staff Welfare Expenses
3,544
2,906
Contribution to Provident Fund
1,818
1,742
448
1,479
31,675
33,299
11,610
8,815
TOTAL
SCHEDULE “M” :EMPLOYEES’ REMUNERATION AND BENEFITS
Salaries, Wages, allowances and other benefits
Gratuity
TOTAL
SCHEDULE “N” : ADMINISTRATIVE AND SELLING EXPENSES
Freight and Transport Charges
Rent
1,431
231
Rates and Taxes
1,489
2,019
Insurance
1,089
942
391
141
Security Charges
Rebate & Discount
8
-
954
732
Postage and Telephone
1,964
1,732
Travelling and Conveyance Expenses
4,023
3,523
11,938
8,095
Printing and Stationery
Miscellaneous Expenses
Loss on Sale of Fixed Assets
Directors’ Meeting Fees
Auditors’ Remuneration & Service Charges
Provision for Doubtful Debts
Bad Debts
TOTAL
34
-
147
58
261
446
2,021
-
865
-
38,225
26,734
SCHEDULE “O” : INTEREST AND FINANCING CHARGES
Interest on Term Loans (Net)
3,848
5,508
Interest on Cash Credit
1,560
1,598
Other Financing Charges
4,830
5,452
Bank Charges
TOTAL
38
505
667
10,743
13,225
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULE “P”STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FOLLOWED IN THE COMPILATION OF THE
ACCOUNTS:
1.
Method of Accounting:
(a) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the
mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions
of the Companies Act, 1956.
(b) The rights and liabilities pertaining to prior period operations but arising in the current year, if material, are shown as 'prior
period adjustments' in the Profit and Loss Account.
2.
Fixed Assets:
The fixed assets are accounted at the cost of acquisition, which includes taxes, duties (net of cenvat, wherever applicable)
and other identifiable direct expenses incurred to bring the assets to their present location and condition less accumulated
depreciation. Interest on borrowed funds attributable up to the period assets are put to use is included in the qualifying
assets.
3.
Depreciation:
Depreciation is provided on all assets under written down method at the rates specified under Schedule XIV to the
Companies Act, 1956. Expenditure on computer software is amortised over a period of three years.
4.
Inventory:
(a) Inventories are valued at lower of cost and net realisable value. Damaged, unserviceable and inert stocks are suitably
depreciated.
(b) In case of raw and packing materials, stores, spares and consumables the cost includes duties and taxes other than
credits under CENVAT and is arrived at on weighted average basis.
(c) The Finished Goods and Work-in-progress cost includes the cost of raw material, packing materials and appropriate
share of fixed and variable production overheads and excise duty as applicable on the finished goods.
5.
Investments:
Long-term investments are stated at cost less permanent diminution, if any, in the value of investments.
6.
Foreign Exchange:
Revenue transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transactions or at the
exchange rates under related forward exchange contracts. Transactions not covered by forward exchange rates and
outstanding at the year-end are converted at exchange rates prevailing at the year-end and the profit/loss so determined and
also the realised exchange gains/losses are recognised in the Profit and Loss Account. There is no gain/loss in respect of
foreign currency transactions on capital account.
7.
Retirement Benefits:
Company's contribution to provident fund is charged to Profit and Loss Account as per rates specified in the Act. Gratuity and
Privilege Leave have been provided in the books as per the actuarial valuation.
8.
Taxes on Income:
The Company provides for taxes on income, on the taxes payable under the Income Tax Act and deferred tax asset / liability
are measured in respect of carried forward business losses, unabsorbed depreciation and taxable temporary differences
calculated at current statutory income-tax rate.
39
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
SCHEDULE “Q”: NOTES ON BALANCE SHEET AND PROFIT AND LOSS ACCOUNT:
2004-2005
(Rs. in ‘000)
1 Estimated amount of contracts to be executed on
capital account and not provided for
678
2 Contingent liabilities not provided for:
(a) Bank Guarantees issued on behalf of the Company
1,740
(b) Claims against the Company not acknowledged as debt
(c) Arrears of Dividend on Preference Shares
Nil
(d) Bills discounted
41,033
3 Auditors' Remuneration:
(a) Audit Fees *
165
(b) Tax Audit Fees*
33
(c) Out of Pocket Expenses
6
(d) Fees for Other Services*
57
[ * including Service Tax ]
4 Production
Item : Containers
Installed Capacity (in MT)
4850.000
Production (in MT)
a) In-house #
3086.816
b) Contract Process
943.468
Capacities are expressed in terms of triple shift working
[ # Including 1494.525 MT on "Conversion basis"
(Previous Year 930.357 MT) ]
5. Stock of Finished Goods & Turnover :
Opening Stock **
(includes 2.926 MT of PPMF)
Quantity MT
109.421
(includes Rs.4096 Thousands of PPMF)
Value Rs. Thousand
9,018
Closing Stock
Quantity MT
94.411
Value Rs. Thousand
10,040
Turnover
Quantity MT
4024.289
Value Rs. Thousand
451,920
6. Materials Consumed:
a. Plastic Resins & Master Batch
Quantity MT
2350.034
Value Rs. Thousand
134,734
b. Others (Lot)
Value Rs. Thousand
33,504
TOTAL
Value Rs. Thousand
168,238
7. CIF value of Direct Imports:
a. Raw Materials
b. Others
8. Value of Imported and Indigenous raw materials and spares consumed and
Percentage of each to total consumption :
2004-2005
(Rs. in ‘000)
a.
2,661
500
32,804
12,252
162
32
17
155
4850.000
2110.333
1008.455
** 47.357
**4,906
109.421
9,018
3041.278
350,705
2,054.679
92,465
18,038
110,503
2,820
166
1,564
130
2003-2004
% to Total
(Rs. in ‘000)
% to Total
1,744
1.03
4,245
3.84
Others
166,494
98.97
106,258
96.16
TOTAL
168,238
100.00
110,503
100.00
Stores and Spares :
Direct Imports
40
3,044
Raw materials :
Direct Imports
b.
2003-2004
(Rs.in ‘000)
322
3.73
341
4.65
Others
8,320
96.27
6,988
95.35
TOTAL
8,642
100.00
7,329
100.00
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
2004-2005
(Rs. in ‘000)
2003-2004
(Rs. in ‘000)
821
4,710
520
50
17
(101)
9. Earning/Expenditure in Foreign Currency
Earnings :
F.O.B. Value of Exports
Expenditure :
Foreign Travel
10 Expenses include gain/ (loss) on account of Exchange difference
11. The Company had changed the method of charging depreciation on plant and machinery and moulds in previous years from
straight-line method to written down value method as per rates specified in Schedule XIV of the Companies Act, 1956. The
Company has, during the year, changed the method of charging depreciation on other assets from straight-line method to
written down value method as per rates specified in Schedule XIV of the Companies Act, 1956. As a result depreciation upto
previous years has increased by Rs. 13,408 Thousand (Previous year increased by Rs. 9,111 Thousand) and the current
year depreciation is higher by Rs. 4,322 Thousand (Previous year lower by Rs. 4,638 Thousand). Had the Company adopted
the earlier depreciation method the aggregate profits, the fixed assets of the Company as well as reserves would have been
higher by Rs. 17,730 Thousand (Previous year by Rs. 4,473 Thousand).
12. During the year, the Government of Maharashtra notified a scheme under which the Company could prepay the entire liability
of sales tax deferment on a discounted basis. The Company availed of this scheme and prepaid the entire liability for the year
2003-2004. This prepayment resulted in a one-time gain of Rs.1381 Thousand (Previous year Rs. 1,017 Thousand).
13. The Deferred Tax Asset/(Liability) comprises of tax effect of timing differences, carried forward business losses and
unabsorbed depreciation as shown below:
31.03.2005
(Rs. In ‘000)
31.03.2004
(Rs. in ‘000)
—
14,146
1,987
(8,302)
614
2,556
2,601
8,400
Deferred Tax Assets
Carried forward business losses and Unabsorbed Depreciation
Deferred Tax Liability
Fixed Assets excess net block over written down value
As per the provisions of the Income-tax Act, 1961
Expenses allowable for tax purposes on payment basis
Deferred Tax Asset (Net)
14. The Company allotted Preference Shares of Rs. 10/- each fully paid up on private placement to bodies corporate belonging
to the promoters’ associate companies :Date of
Allotment
Date of Redemption/Conversion
Amount
(Rs. in ‘000)
Sr.
Class of Preference Shares
A 1.
9% Cumulative Redeemable
Preference Shares (CRPS)
28-09-1995
30-10-2005
30.10.2007
10,000
2.
13% C R P S
20-02-1997
20-02-2005
20-02-2007
9,000
3.
13% C R P S
30-10-1998
30-10-2006
30-10-2008
B
C
10% C R P S
12% Optionally Convertible
Cumulative Redeemable
Preference Shares (OCCRPS)
30-10-1999
25-11-1997
30-10-2007
1,000
Sub-Total
20,000
30-10-2009
12,000
Sub Total
12,000
30-09-2007
10,000
Sub Total
10,000
Aggregate
42,000
41
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
The High Court of Bombay, on 14th January 2005, has approved and confirmed the Reduction of issued and paid-up share
capital of the Company from Rs.160,970 Thousand to Rs.118,970 Thousand in terms of provisions of Section 80 read
together with Section 100 of the Companies Act, 1956, by cancelling the Preference Shares issued by the Company and
returning to the holders of the Preference Shares, the entire sum paid thereon aggregating to Rs.42,000 Thousand. Further,
the promoters associate companies brought in amount of Rs.42,000 Thousand as an Inter corporate Deposits, to enable the
Company to redeem the Preference Shares. The copy of the Order has been registered with the Registrar of Companies
on 7th February 2005.
15. The amount due to small-scale industrial undertakings is furnished under the relevant head, on the basis of information
available with the Company regarding small-scale industry status of the suppliers. There is no amount outstanding to such
suppliers, which is due for more than 30 days. The auditors have relied upon this.
16. Related Party Disclosures, as required by AS-18, ‘Related Party Disclosures’ are given below:
1.
Relationship:
(i) Companies over which the Directors have controlling interest
Dani Capital and Investments Company Private Limited
Dani Enterprises Private Limited
Dani Finance and Investments Private Limited
Dani Holding and Trading Company Private Limited
Dani Securities Limited
Dani Trading and Investments Limited
Geetanjali Trading and Investments Limited
Gujarat Organics Limited
Rangmeet Investments Limited
Coatings Specialities (India) Limited
Rangkala Investments – Div of Gujarat Organics Ltd.
Asian Paints (India) Limited
Asian Paints (Mauritius) Limited
Asian Paints (Lanka) Limited
Asian Paints (Queensland) Pty. Ltd.
Asian Paints (Nepal) Pvt. Ltd.
Berger Paints (Emirates) Limited
SC Dani Research Foundation Pvt. Ltd.
(ii)
(iii)
Subsidiaries of the Company
Multitech Plast Containers Limited
Clear Plastics Limited
Directors
Mr. Ashwin S. Dani
Mr. Ashok K. Goyal
Mr. Jalaj A. Dani
Mr. Hasit A. Dani
2. Related Party Transactions for the year 2004-05 and 2003-04 :
(Rs. in ‘000)
2004-2005
Particulars
Sales
Services rendered
- Royalty
- Conversion Charges
- Other Income
Purchases of goods
Services received
Sundry Debtors
Other Receivables
Sundry Creditors
Inter Corporate Deposits Received
Inter Corporate Deposits Repaid
Loans Repaid
Interest Paid
Interest received
Other Payables
Sitting Fees
42
2003-2004
Companies
over
which
Directors
have
controlling
interest
(i)
Subsidiary
of
the
Company
Directors
of the
Company
Subsidiary
of
the
Company
Directors
of the
Company
(iii)
Companies
over
which
Directors
have
controlling
interest
(i)
(ii)
(ii)
(iii)
82,269
—
—
29,023
3,233
—
—
47,507
1,189
—
3,841
10,005
—
—
75,355
13,355
—
—
—
653
—
4,203
5,437
1,109
19,936
3,728
65
1,500
5,192
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
59
—
40,695
—
—
1,980
10,054
—
—
75,500
73,600
1,200
1,331
—
1,300
—
3,425
553
—
—
—
2,541
—
—
—
—
—
—
331
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
17. Earning Per Share, as required by AS-20, ‘Earning Per Share’ is given below :
Particulars
Unit
Basic Earning Per Share
Amount used as the numerator
Profit After Taxation
Less: Pref. Dividend
2004-2005
Rs. In ‘000
Rs. In ‘000
Weighted Average number of Equity Shares
Used as the denominator
Nominal value of Equity Shares
Diluted Earning Per Share
Amount used as the numerator (Calculated above)
Add: Dividend saving on Pref. Share
Weighted Average number of Equity Shares
Used as the denominator
Increase in No. of Shares
Total potential Nominal value of Equity Shares
2003-2004
30,300
—
28,440
4,798
30,300
23,642
Nos.
Rs. In ‘000
11,896,995
11,897
9,023,746
9,024
Rs.
2.55
2.62
Rs. In ‘000
Rs. In ‘000
30,300
—
23,642
1,200
30,300
24,842
Nos.
Nos.
Rs. In ‘000
11,896,995
—
11,897
9,023,746
1,000,000
10,000
Rs.
2.55
2.48
Basic EPS
Diluted EPS
8.
(Rs. in ‘000)
Since the Company’s business activity falls within a single primary business segment, viz., Plastic Containers” the above
results applies to the same for the purpose of Accounting Standard 17 (AS-17) on segment reporting. The capital employed
in the reportable segment was Rs.288,295 Thousand as on 31st March 2005 (Rs. 242,301 Thousand as on 31st March 2004).
19. Previous year’s figures have been regrouped wherever necessary.
As per our Report of even date
On behalf of the Board of Directors
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 18th June 2005
Place : Mumbai
Date : 18th June 2005
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Statement pursuant to Section 212 (1)(e) of the Companies Act, 1956
1.
The Company holds 100% of the paid-up capital of Rs. 10,000 Thousand in Multitech Plast Containers Limited, a subsidiary
of this Company. The Company has acquired 100% of the paid up capital of Rs. 9,960 Thousand in Clear Plastics Limited.
2.
No part of the net profit of Rs. 8,962 Thousand for the current financial year and aggregate net profit of Rs.16,355 Thousand
for all the previous financial years of Multitech Plast Containers Limited since, it became the subsidiary of this Company, have
been dealt with in the Company’s account.
3.
No part of the net profit of Rs. (19,022) Thousand for the current financial year and aggregate net profit of Rs. (9,450)
Thousand for all the previous financial years of Clear Plastics Limited since, it became the subsidiary of this Company, have
been dealt with in the Company’s account.
On behalf of the Board of Directors
Ashwin S. Dani
Chairman
Place : Mumbai
Date : 18 th June 2005
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
43
Hitech Plast Limited
(formerly known as Hi-Tech Plast Containers (India) Limited)
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I.
Registration Details:
Registration No.
6
Balance Sheet Date
3
3
6
4
1
9
0
Date
State Code
3
2
0
Month
0
1
5
Year
II. Capital raised during the year (Amount in Rs. Thousands):
Public Issue
N
I
Right Issue
L
N
Bonus Issue
N
I
1
I
L
Private Placement
L
N
I
L
Share Issue pursuant to Amalgamation
N
I
L
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands):
Total Liabilities
2
9
6
Total Assets
3
4
4
2
9
6
3
4
4
6
0
0
7
9
2
0
4
0
6
0
2
1
2
1
Sources of Funds
Paid-Up Capital
1
1
8
Reserves & Surplus
9
7
0
1
Secured Loans
7
6
1
Unsecured Loans
9
8
2
8
8
Application of Funds
Net Fixed Assets
9
0
Investments
5
3
5
9
Net Current Assets
1
0
2
Misc. Expenditure
7
2
0
N
Accumulated Losses
5
5
4
I
L
Deferred Tax Asset (Net)
4
7
2
IV. Performance of the Company (Amount in Rs. Thousands)
Turnover
4
+
–
5
Total Expenditure
1
9
2
0
4
Profit / (Loss) Before Tax
✓
3
4
7
9
+
–
✓
9
.
5
7
Profit / (Loss) After Tax
2
Earning Per Share in Rs.
2
1
4
5
0
0
Dividend Rate %
5
N
I
L
V. Generic Names of Principal Products/Services of the Company (as per monetary terms)
Item Code No.
(ITC Code)
3
9
2
3
9
0
0
Product
Description
P
L
A
S
T
I
C
0
C
O
N
T
A
I
N
E
R
S
On behalf of the Board of Directors
Ashwin S. Dani
Chairman
Place : Mumbai
Date : 18th June 2005
44
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
HITECH PLAST LIMITED
(formerly known as Hi-Tech Plast Containers (India) Limited)
REGISTERED OFFICE:
GUT NOS. 939 & 940, VILLAGE SANASWADI, TAL. SHIRUR, DIST. PUNE, MAHARASHTRA - 412 208
FOURTEENTH ANNUAL GENERAL MEETING
ATTENDANCE SLIP
Folio No............................................................
DP IP / Client ID No........................................
No. of Shares..................................................
(To be filled by the shareholder)
I hereby record my presence at the FOURTEENTH ANNUAL GENERAL MEETING of the Company being held on
Friday, the 23rd day of September 2005, at 11.30 a.m. at the Registered Office of the Company at Gut Nos. 939 & 940,
Village Sanaswadi, Tal. Shirur, Dist. Pune, Maharashtra - 412 208.
___________________________
_______________________
Member’s Name (in Block Letters)
Member’s/Proxy’s Signature
NOTE:
1.
2.
A Member/Proxy attending the Meeting must complete this Attendance slip and hand it over at the entrance.
Member intending to appoint a Proxy should complete the Proxy Form below and deposit it at the Company’s
Registered Office not later than 48 hours before the commencement of the Meeting.
✃
✃
HITECH PLAST LIMITED
(formerly known as Hi-Tech Plast Containers (India) Limited)
REGISTERED OFFICE:
GUT NOS. 939 & 940, VILLAGE SANASWADI, TAL. SHIRUR, DIST. PUNE, MAHARASHTRA - 412 208
FOURTEENTH ANNUAL GENERAL MEETING
PROXY FORM
I/We...................................................................................................................................................................................................
..................................................................................................of............................................................. in the district
of ...........................................being a member(s) of the above named Company hereby appoint
........................................................................................................................................of..................................................
in the district of..............................or failing him..............................................................................................
............................................................of....................................in the district of .........................................................as
my/our Proxy to vote for me/our behalf at the Fourteenth Annual General Meeting of the Company to be held on Friday,
the 23rd day of September 2005, and at any adjournment thereof.
Signed this ................................................... day of . ..................................................... 2005.
Affix a
15
Paise
Signature...................................................................................
Revenue
Stamp
Regd. Folio No.............................................
DP IP / Client ID No..........................................
NOTE:
1. The Proxy need not be a Member of the Company.
2. The Proxy form must be deposited at the Registered Office of the Company, not less than 48 hours before the
time of holding of the Meeting.
✃
BOOK - POST
If undelivered please return to :
HITECH PLAST LIMITED
GUT NOS. 939 & 940, VILLAGE SANASWADI,
TAL. SHIRUR, DIST. PUNE,
MAHARASHTRA - 412 208.
Prabodh
(Formerly known as Hi-Tech Plast Containers (India) Limited)
Rahul Bhandari