PLANTS:
UNIT-I SANASWADI:
Gut Nos. 939 & 940,
Village Sanaswadi, Taluka Shirur
District- Pune, Maharashtra - 412 208
UNIT – II MASAT:
Silvassa Technopark Building – 1, Ground Floor
Behind Santogen Mills, Masat,
Silvassa – 396 230
UNIT – III PONDICHERRY:
RS No.146/3/4/5, Ariyur Village
Vallianur Commune, Pondicherry 605 102
UNIT–IV PPMF:
Plot No.4615 & 4616
Plastic Zone, Rd. No.46, Manda Village
GIDC, Sarigam – 396155, Dist: Valsad
UNIT – V SRIPERUMBUDUR:
F-16, SIPCOT Industrial Park
Kancheepuram, Sri Perumbudur, Tamil Nadu
UNIT- VI MULTITECH:
Survey No. 374/1, Village Galonda
Silvassa – Kelvani Road, Silvassa 396230
SUBSIDIARY COMPANY:
Clear Plastics Limited
SUBSIDIARY’S PLANTS:
UNIT-NAROLI:
709/3/1/1 Vadfalia, Bhilad Naroli Road
Naroli 396 235
UNIT-SARIGAM:
4923 Plastic Zone Road No 46A,
Manda Village G I D C Sarigam 396155
UNIT-HP:
Khasra No.544/151, Village Dhana
Tehsil Nalagarh, Dist Solan 174101
REGISTERED OFFICE:
Gut Nos. 939 & 940
Village Sanaswadi, Taluka Shirur
District- Pune,
Maharashtra - 412 208
CORPORATE OFFICE:
C-130, “Solaris”, Building No. 1,
Opp. L&T Gate No. 6, Powai, Mumbai - 400 072
ADMINISTRATIVE OFFICE:
22, Graficon Arcade, 1st Floor
Opp. Jehangir Hospital, 38 Sasoon Road
Pune - 411 001
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.co.in
BOARD OF DIRECTORS:
Ashwin S. Dani
Chairman
Homi K. Bilpodiwala
Ashwin R. Nagarwadia
Abhay A. Vakil
Rajnikant B. Desai
Rameshchandra S. Gandhi
Harish N. Motiwalla
Jalaj A. Dani
Hasit A. Dani
Ranjan M. Kapur
with effect from 29th July 2006
Anand S. Bhatt
with effect from 29th July 2006
Ashok K. Goyal
Managing Director (CEO)
AUDIT COMMITTEE:
Rameshchandra S. Gandhi
Homi K. Bilpodiwala
Harish N. Motiwalla
Chairman
COMMITTEE OF DIRECTORS:
Ashwin S. Dani
Hasit A. Dani
Ashok K. Goyal
Chairman
REMUNERATION COMMITTEE:
Rameshchandra S. Gandhi
Homi K. Bilpodiwala
Harish N. Motiwalla
Chairman
INVESTOR’S GRIEVANCE & SHARE
TRANSFER COMMITTEE:
Ashwin S. Dani
Chairman
Abhay A. Vakil
Hasit A. Dani
Ashok K. Goyal
SHARE TRANSFER SUB-COMMITTEE:
Ashok K. Goyal
Bhupendra P. Dusara
Rahul S. Bhandari
Chairman
MANAGEMENT TEAM:
Ashok K. Goyal
V. Ramesh
Bhupendra P. Dusara
Rahul S. Bhandari
CEO
COO
CFO
Compliance Officer
STATUTORY AUDITORS:
Shah & Co., Chartered Accountants, Mumbai
INTERNAL AUDITORS:
Shashank Patki & Associates, Pune
Deepak Shah & Co., Mumbai
BANKERS & TERM LENDERS:
State Bank of India
Kotak Mahindra Bank
1
Hitech Plast 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
2005-2006
2004-2005
2003-2004 2002-2003
2001-2002
Gross Sales
774,588
451,920
350,705
242,783
195,461
Net Sales and Operating Income
646,172
375,820
290,856
198,955
162,768
REVENUE ACCOUNT
Growth Rate (%)
71.94
29.21
46.19
22.23
(18.74)
333,363
168,238
110,486
70,471
62,167
51.59
44.77
37.99
35.42
38.19
181,522
133,791
123,564
95,659
71,153
28.09
35.60
42.48
48.08
43.71
135,939
84,938
76,466
36,400
36,276
Interest Charges
23,841
10,743
13,225
10,183
10,209
Depreciation
35,513
39,396
34,800
14,021
15,111
Profit Before Tax
76,585
34,799
28,441
12,196
10,956
% to Net Sales
11.85
9.26
9.78
6.13
6.73
Profit after Tax
50,731
24,500
16,524
10,939
7,720
-
97
-
-
-
50,731
24,597
16,524
10,939
7,720
118,970
118,970
160,970
132,000
132,000
58,981
11,600
11,600
11,600
11,600
(802)
2,602
8,400
25,031
26,287
Loan Funds
213,089
165,774
108,176
98,246
66,795
Fixed Assets
146,980
90,535
101,508
67,549
63,908
Investments
82,147
95,040
45,035
9,853
5,331
Net Current Assets
162,715
102,720
95,759
92,284
56,190
Debt - Equity Ratio
1.19
1.35
0.81
1.38
1.14
654,335
374,755
173,696
58,500
139,500
Earning Per Share (Rs.)
4.05
2.06
2.62
0.80
0.30
Dividend (%) (#)
0.80
Nil
Nil
Nil
Nil
15.03
10.30
7.74
3.27
1.85
285
266
225
109
112
Materials Consumed
% to Net Sales
Overheads
% to Net Sales
Operating Profit (PBIDT)
Prior period items
Profit after Tax and Prior period items
CAPITAL ACCOUNT
Share Capital
Reserves and Surplus
Deferred Tax Liability / Asset (Net)
Market Capitalisation
PER SHARE DATA
Book Value (Rs.)
OTHER INFORMATION
Number of Employees
(#) Recommended by the Board, subject to approval of the Shareholders.
2
HITECH PLAST GROUP (Including 100% Subsidiary)
(Rs. in Million)
Sales
CAGR 28%
Profit Before Tax & Profit After Tax
Return on Average Capital Employed
3
Notice of 15th Annual General Meeting
NOTICE
Notice is hereby given that the FIFTEENTH ANNUAL GENERAL
MEETING of the Members of HITECH PLAST LIMITED will be
held on Saturday, the 23rd day of September 2006, 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 Audited Balance Sheet
as at 31st March 2006 and the Profit and Loss Account
for the year ended on that date and the Reports of
Directors and Auditors thereon.
2.
To approve payment of dividend on equity shares and
preference shares
3.
To appoint a Director in place of Mr. Jalaj A. Dani, who
retires by rotation, and being eligible, offers himself, for
re-appointment.
4.
To appoint a Director in place of Mr. Ashwin R. Nagarwadia,
who retires by rotation, and being eligible, offers himself,
for re-appointment.
5.
To appoint a Director in place of Mr. Homi K. Bilpodiwala,
who retires by rotation, and being eligible, offers himself,
for re-appointment.
6.
To appoint Auditors to hold office from conclusion of this
Meeting until the conclusion of the next Annual General
Meeting and to fix their remuneration.
SPECIAL BUSINESS:
7.
To consider and if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT Mr. Ranjan M. Kapoor 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 an Ordinary
Resolution:
“RESOLVED THAT Mr. Anand Suryadutt Bhatt be and is
hereby appointed as Director liable to retire by rotation”
9.
To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
198, 269, 309, 310 and Schedule XIII and subject to
other provisions, if any, of the Companies Act, 1956,
including any statutory modification or any amendment
or any substitution or re-enactment thereof for the time
4
being in force, approval of the members of the Company
be and is hereby accorded to the payment of
remuneration to Mr. Ashok K. Goyal, the Managing
Director of the Company with effect from 1st October
2006 during the tenure of his appointment i.e. upto 5th
June 2007, as set out in the draft supplemental agreement
proposed to be entered into between the Company and
Mr. Ashok K. Goyal, the main terms of which are set out
in the Notice, which draft supplemental agreement is
hereby specifically approved with the authority to the
Board of Directors of the Company to alter and/or vary
the terms and conditions of the said revision within the
limits if any, prescribed in the Act and/or any Schedules
thereto;
RESOLVED FURTHER THAT in the event of loss or
inadequacy of profits in any financial year during the
aforesaid period, the Company will pay Mr. Ashok K.
Goyal remuneration, perquisites not exceeding the ceiling
laid down in Section II of Part II of Schedule XIII of the
Companies Act, 1956, as may be decided by the Board
of Directors.
RESOLVED FURTHER THAT the Board of Directors be and
is hereby authorized to do all such acts deeds and things
as may be necessary, expedient or desirable for the
purpose of giving effect to this resolution.”
10. To consider and if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
293(1)(a) and other applicable provisions, if any, of the
Companies Act, 1956, consent of the Company be and is
hereby granted to the Board of Directors of the Company
to create mortgage(s)/charge(s)/joint mortgage by
deposit of title deeds, on the whole, or substantially the
whole, of the undertakings of the Company including the
movable and/or immovable properties and assets of all
kinds, present and future, in the form of first and/or
second and/or subservient mortgage/charge and/or
floating charge to secure by one or more documents in
favour of the financial institutions/banks/other lenders
to secure repayment of term loans/financial assistance
obtained / to be obtained to meet the capital expenditure
programmes of the Company, disposal and/or lease of
undertaking of the Company, mortgaging company’s
property to debenture trustees, and all other business
purpose, of an amount not exceeding Rs. 5,000 Millions
(Rupees Five Thousand Million Only) at any one point of
time together with interest thereon, further interest, if
any, cost, charges, expenses and all other monies payable
Notice of 15th Annual General Meeting (Contd.)
to the financial institution/banks/other lenders incurred
in terms of the terms and conditions of the term loans/
financial assistance obtained as aforesaid.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorised to vary and/or
alter the terms and conditions of the security aforesaid
in consultation with the financial institutions/banks/other
lenders and mortgages as may be necessary.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorised to prepare, finalise
and execute in favour of the said financial institution/
banks/other lenders the documents, writing and such
other agreements, as may be necessary for creating
mortgages and/or charges as aforesaid and to do all
such acts, deeds, matters and things as may be necessary
and/or expedient in that behalf.”
11. To consider and if thought fit, to pass with or without
modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
293(1)(d) and other applicable provisions, if any, of the
Companies Act, 1956, consent of the Company in terms
of the aforesaid section of the Act be and is hereby
accorded to the Board of Directors of the Company
borrowing from time to time for the purpose of the
Company’s business any sum or sums of money as it may
deem proper notwithstanding that the moneys to be so
borrowed together with moneys already borrowed by
the Company, if any, (apart from temporary loans
obtained from the Company’s bankers in the ordinary
Open to the
Members to
waive/forgo
his/their right
to receive the
Dividend
Dividend in
proportion to
amount paid up
course of business) may exceed the aggregate for the
time being of the paid-up share capital of the Company
and its free reserves, if any, that is to say, reserves not
set apart for any specific purpose provided that the total
amount of the moneys to be so borrowed by the Board
together with moneys already borrowed (apart from
temporary loans obtained from the Company’s bankers
in the ordinary course of business) shall not exceed Rs.
5,000 Millions (Rupees Five Thousand Millions Only)
outstanding at any one point of time.
RESOLVED FURTHER THAT for the purpose of giving
effect to the above Resolution, the Board of Directors of
the Company be and is hereby authorised to take all
such actions and to give all such directions and to do all
such acts, deeds, matters and things as may be necessary
and/or expedient in that behalf.”
12. To consider and if thought fit, to pass with or without
modification(s), the following Resolution as a Special
Resolution:
“RESOLVED THAT in pursuance to the provisions of Section
31 and all other applicable provisions, if any, of the
Companies Act, 1956, and subject to necessary
approvals, if any required, a new Article 134A be and is
hereby added to the Articles of Association of the
Company after existing Article No. 134 as follows and
the existing Articles 135,137 and 138 of the Articles of
Association of the Company be and are hereby altered
by deleting the same and substituting in place thereof,
the following as New Articles 135,137 and 138
respectively, as follows :
134A
Notwithstanding anything contained in the Articles 134 and 135 to 147 of the Articles of
Association of the Company, but subject to the provisions of the Companies Act, 1956
and all other applicable rules of the statutory authorities, it shall be open for the Members
of the Company who hold the equity shares in the Company to waive/forgo his/their right
to receive the dividend (interim or final) by him/them for any financial year which may be
declared or recommended respectively by the Board of Directors of the Company. The
waiver/forgoing by the Members, his/their right to receive the dividend (interim or final)
by him/them under this Article shall be irrevocable immediately after the record date/
book closure date fixed for determining the names of Members entitled for dividend. The
Company shall not be entitled to declare or pay and shall not declare or pay dividend on
equity shares to such Members who have waived/forgone his/their right to receive the
dividend (interim or final) by him/ them under this Article.
135
The Company may pay dividends to the Members other than Members who have waived/
forgone their right, of receiving dividends (including any interim dividend) in respect of
any financial year in proportion to the amount paid up or credited as paid up on each share,
where a larger amount is paid up or credited as paid up on some shares than on others.
5
Notice of 15th Annual General Meeting (Contd.)
The Company in
Act, General Meeting
may declare a
Dividend
137
The Company in General Meeting may, subject to the provisions of Section 205 of the
declare a dividend to be paid to the Members other than the Members who have
waived/forgone their right, of receiving any dividend (including any interim dividend)
declared / to be declared by the Company for any financial Year, according to their
respective rights and interests in the profits and subject to the provisions of the Act,
may fix the time for payment. Where a dividend has been so declared, subject to the
provisions of Section 207 of the Act, either the dividend shall be paid or the warrant
in respect thereof shall be posted within 30 days of the date of the declaration to
the Members entitled to the payment of the same.
Interim Dividend
138
Subject to the provisions of the Act, the Directors may, from time to time, pay to the
Members other than the Members who have waived/foregone their right of receiving
any dividend declared / to be declared by the Company for any financial year, such
interim dividends as in their judgement the position of the Company justifies.
Registered Office:
Gut Nos. 939 & 940
Village Sanaswadi
Tal. Shirur, Dist. Pune
Maharashtra 412 208
Place : Mumbai
Date: 29th July 2006
By Order of the Board
Rahul S. Bhandari
Asst. Company Secretary
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT
BE A MEMBER.
2.
The instrument appointing a proxy, to be effective must
be filled, stamped and signed and must reach the
Registered Office not less than 48 hours before the
scheduled commencement of the Meeting.
3.
The relevant Explanatory Statement pursuant to Section
173(2) of the Companies Act, 1956, in respect of Item
No (s). 7 to 12 above 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.
6
The Register of Members and Share Transfer Books of
the Company will remain closed from 16th September 2006
to 23rd September 2006, both days inclusive, for the
purpose of payment of dividend. The dividend, if declared,
will be paid or or after 23rd September 2006 but within the
statutory time limit of 30 days, to those Members entitled
thereto whose names appear in the Register of Members
of the Company as on 23rd September 2006. In respect
of shares held in electronic form, the dividend will be
payable on the beneficial ownership as at the close of
15th September 2006, as per the details furnished by
National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited for the purpose as on
that date.
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 - 400078.
7.
The Equity Shares of the Company are listed on BSE. The
Company has paid the annual listing fees for the financial
year 2006-2007.
8.
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, 1st Floor,
Opp. Jehangir Hospital, 38 Sasoon Road, Pune - 411001.
The bus will leave at 10.30 a.m. sharp.
Notice of 15th Annual General Meeting (Contd.)
ANNEXURE TO THE NOTICE
I Explanatory Statement
[Pursuant to Section 173(2) of the Companies Act, 1956]
The following explanatory statement sets out all material facts
relating to item nos. 7 to 12 of the accompanying Notice of the
Annual General Meeting to be held on 23rd September 2006.
Item No. 7:
Mr. Ranjan M. Kapur was appointed as an Additional Director
of the Company with effect from 29th July 2006. 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. Ranjan M. Kapoor
as a Director at the ensuing Annual General Meeting.
Mr. Ranjan Kapur is M.A. in English from St. Stephens College,
New Delhi. Mr. Kapur started his career with Citibank, N.A. He
is a veteran of the advertising business having spent 40 years
with Ogilvy & Mather India Private Limited, (O&M). At O&M,
he held various senior positions of responsibility. He was
nominated to the world wide board of O&M in 1998 and
elevated to the position of Executive Chairman, India and
Vice-Chairman, Asia Pacific, a year later. He retired from O&M
on December 31, 2003. He is currently Country Manager –
India of WPP one of the world’s largest communication group.
He is also Chairman of the Strategic Planning Group at Bombay
First, an NGO that actively works with Government & Civic
bodies for the development of Mumbai into a premier global
city. He has recently been inducted into the Citizen’s Action
Group, a watchdog body under the chairmanship of the Chief
Minister that works directly with the Government of
Maharashtra towards Mumbai’s development. He has also
recently joined The Economic Times Marketing Editorial Advisory
Board.
Other Directorships:
1 MIRC Electronics Ltd.
2 Pidilite Industries Ltd.
3 Abbott India Ltd.
4 Annik Technology Services Pvt. Ltd.
5 Eon Premedia Pvt. Ltd.
6 Group M Media India Pvt. Ltd.
7 Bates India Pvt. Ltd.
8 Rediffusion-Dentsu, Young & Rubicam Pvt. Ltd.
9 Tagit (India) Pvt. Ltd.
Shareholding in Company : Nil
The Board commends the adoption of the resolution. None of
the Directors of the Company is interested in the said
resolution.
Item No. 8:
Mr. Anand S. Bhatt was appointed as an Additional Director of
the Company with effect from 29th July 2006. 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. Anand Bhatt as a
Director at the ensuing Annual General Meeting.
Mr. Anand Bhatt, aged 58 years, is a Bachelor in Commerce
and also a Bachelor of Law. He is Solicitor by profession and is
partner of M/s. Wadia Ghandy & Co., Advocates and Solicitor,
Mumbai. He has decades of experience in various fields of
Law, including Commercial Laws, Security Documentation,
Banking Laws and Property transactions. He has attended
substantial matters which include Takeover of Companies,
Prevention of Hostile Takeovers, Foreign Direct Investments,
Cross Border Transactions, Writ Petetions and Commercial
Litigation.
He is also a Trustee of Child Relief & You (CRY), a public
charitable trust.
Other Directorships:
1 e-Serve International Ltd.
2 Click Investments & Trading Co. Pvt. Ltd.
Shareholding in Company : Nil
The Board commends the adoption of the resolution. None of
the Directors of the Company is interested in the said
resolution.
Item No. 9:
Mr. Ashok K. Goyal is a graduate in Mechanical Engineering
from IIT, Kanpur, followed by Post Graduation in Business
Management from I.I.M., Calcutta. He has a wide and varied
work experience in the industry for 33 years which includes 20
years at Asian Paints Limited and a stint abroad in the field of
Trading & Distribution.
The shareholders will recall that Mr. Ashok K. Goyal was
appointed as the Managing Director of the Company for a
period of five years with effect from 6th June 1997. He was
further reappointed as the Managing Director for a further
period of five years from 6th June 2002, at the Eleventh Annual
General Meeting of the Company held on 20th July 2002. The
terms and conditions of his appointment as per the agreement
dated 14th August 2002 were as follows:
1. Tenure of Appointment: 5 years with effect from 6th June
2002.
2. Salary & Perquisites: Mr. Ashok K. Goyal was drawing
salary from Rangudyan Trading & Investments Company
Limited. Therefore he shall not be drawing any
remuneration from the Company as long as he continues
to draw remuneration from Rangudyan Trading &
Investments Company Limited or any other associate
company.
The Company has seen a significant growth in the sales
turnover and profitability in the last five years and has been
growing progressively in terms of acquiring market share and
the size of business in rigid plastic packaging segment. The
Company has expanded its business geographically by
developing new units at Silvassa, Pondicherry and
Sriperumbudur. Plastic & Precision Machinefabrik Limited (PPMF)
was amalgamated with the Company with effect from 1st April
2003. PPMF had its manufacturing unit at Sarigam, in Gujarat.
The High Court of Bombay had passed the order of
amalgamation of Multitech Plast Containers Limited (Multitech)
with the Company on 28th October 2005. Multitech had its
manufacturing unit at Galonda, in Silvassa. The Company has
subsidiary companies, namely Clear Plastics Limited with its
manufacturing units at Naroli in Silvassa, at Sarigam in Gujarat
and at Baddi in Himachal Pradesh and Mipak Polymers Limited
with its manufacturing units at Umergaon in Gujarat (two units
– MP and UP), at Daman (two units – PK and MI) and at Dadra
in Silvassa.
Mr. Ashok K. Goyal was the Chairman of Multitech Plast
7
Notice of 15th Annual General Meeting (Contd.)
Containers Limited and is a Director on the Board of Clear
Plastics Limited and Mipak Polymers Limited. Thus, it is evident
that the role of Mr. Ashok K. Goyal has expanded substantially
taking into account the size of the business, the profitability
of the Company, requirements of statutory compliances, and
the increase in the number of units of the Company.
In view of the above it is now proposed that the remuneration
of Mr. Ashok K. Goyal be paid from Hitech Plast Limited with
effect from 1st October 2006, by entering a supplemental
agreement.
The payment of the remuneration, perquisites and amenities
is subject to the provisions of Section 198, 269, 309 and
Schedule XIII and such other applicable provisions if any of
the Companies Act, 1956. The details of remuneration are as
under:
I.
Salary
:
Rs. 140,000 per month
II.
Commission
:
Rs. 800,000 per annum
III. Perquisites
:
A.
House Rent Allowance
:
Rs. 22,500 per month
B.
Discretionary Allowance
:
Rs. 25,000 per month
C.
Provident Fund
:
Rs. 16,800 per month
D.
Car
:
Provision of a car and driver for both
E.
Telephone
:
official and personal purposes
Provision of telephone at his residence.
Personal Long distance calls on telephone
shall be billed by the Company
F.
Others
:
Such other benefits and amenities as are
provided to senior officers of the Company,
from time to time.
IV.
Benefits and Amenities
:
Gratuity
:
As per rules of the Company
The remuneration, perquisites, benefits and amenities as
aforesaid to be allowed to the Managing Director shall be
subject to such limits, if any, as laid down by Companies Act,
1956.
Notwithstanding anything to contrary herein, where in any
financial year during the currency of tenure of the Managing
Director, the Company has no profits or inadequate profits,
the Company will pay Mr. Ashok K. Goyal remuneration,
perquisites not exceeding the ceiling laid down in Section II of
Part II of Schedule XIII of the Companies Act, 1956, and as
may be decided by the Board of Directors.
The other terms and conditions of the principal agreement
dated 14th August 2002 will remain unaltered.
The abstract of the terms and conditions of the remuneration,
perquisites, benefits and amenities as required by Section
302 of the Companies Act, 1956 has been circulated. The
Board of Directors recommend the Special resolution at Item
No. 9 of the Notice.
Excepting Mr. Ashok K. Goyal, no other Directors of the
Company are interested in the said resolution.
Item No. 10 & 11:
The Company proposes to raise term loans/ financial
assistance in view of the expanding business and acquisitions.
8
The borrowings of loans from the Banks / Financial Institutions
will require the Company to create mortgage/charge on the
whole or substantially the whole of the undertakings of the
Company for the purpose of securing term loans.
Section 293 (1) (a) of the Companies Act, 1956 provides,
interalia, that the Board of Directors of the a public company
shall not, without the consent of shareholders in the General
Meeting, sell, lease or otherwise dispose of the whole or
substantially the whole of any of the undertaking of the
company.
Since the mortgaging by the Company of its immovable and
movable properties as aforesaid may be regarded as disposal
of Company’s properties/undertakings, consent of the
members is being sought for the purpose , pursuant to Section
293 (1) (a) of the Companies Act, 1956.
Section 293 (1) (d) of the Companies Act, 1956 provides,
interalia, that the Board of Directors of a public company shall
not, without the consent of shareholders in the General
Meeting borrow moneys where the moneys to be borrowed
together with the moneys already borrowed by the Company
(apart from temporary loan obtained from the bankers of the
Company in the ordinary course of business) exceeds the
aggregate of paid up capital and free reserves of the Company.
The expansion programme of the Company is being carried
out and it is expected the ceiling may be exceeded after the
acceptance of loans / financial assistance and therefore your
directors place before you the proposal to increase the
maximum borrowing limits to Rs.5,000 Million at any point of
time.
The Board of Directors commends passing of the Ordinary
Resolutions. None of the Directors of the Company is, in any
way, concerned or interested in the said Resolutions.
Item No.12:
The Company has recently received representation(s)/letter(s)
from some promoter Members of the Company stating that it
should be open for the Members of the Company who hold the
equity shares in the Company to waive/forgo irrevocably his/
their right to receive the dividend (interim or final) for any
financial year. The Board of Directors at their Meeting held on
29th July, 2006, considered that the proposal would be in the
larger interest of the Company and its Members and, therefore,
approved the proposal to incorporate the same in the Articles
of Association of the Company so as to enable the Company
to implement any such instruction from a Member to waive/
forgo his/their right to receive the dividend (interim or final)
from the Company for any financial year.
Once the Articles of Association of the Company are amended
as proposed, the Member(s) of the Company can waive/forgo
his/their right to receive the dividend (interim or final) for any
financial year effective from the dividend recommended for
the year ending 31st March, 2007, on year to year basis. A
shareholder(s) can waive/forgo his/their right to receive the
dividend (interim or final) for any financial year any time before
the record date /book closure fixed for determining the names
of Members entitled for dividend. However, the shareholder(s)
whose name(s) appear on the Register of Members as on the
Notice of 15th Annual General Meeting (Contd.)
record date /book closure for determining the names of
Members entitled for dividend shall only be entitled to waive/
forgo his/their right to receive the dividend (interim or final)
for any financial year. This will ensure that there is no
interference/confusion in the stock market quotation of the
Company’s equity stock either on cum dividend or ex dividend
basis and that there are no two different classes of equity
shares. In case the Shareholder(s) has/have conveyed his /
their waiver/forgoing his/their right to receive the dividend
(interim or final) for any financial year any time and
subsequently sold the relevant shares before the record date
/book closure fixed for determining the names of Members
entitled for dividend, the earlier Shareholder’s/s’ waiver/
forgoing would be invalid since the earlier shareholder(s) who
has/have sold the relevant shares is/are not the Member(s)
on the record date /book closure date fixed for determining
the names of Members entitled for dividend.
The waiver/forgoing of the dividend for any year by a Member
will be purely voluntary on his/ their part. In the absence of
any communication from the Members waiving/forgoing his/
their right to receive the dividend (interim or final) for any
financial year, such Member shall continue to receive the
dividend as usual as may be declared by the Company.
In view of the above, it is proposed to add/amend the relevant
Articles in the Articles of Association of the Company.
The Special Resolution as set out in the Notice will be placed
before the meeting of the Members for the approval of the
Members, since under section 31 of the Companies Act, 1956
amendments to the Articles of Association of the Company
require the members approval by way of Special Resolution.
A copy of the Memorandum and Articles of Association of the
Company showing proposed alterations is available for
inspection at the Registered Office of the Company between
11.00 a.m. and 1.00 p.m. on any working day prior to the
date of the Meeting and at the venue of the Annual General
Meeting on the date of the Meeting during the Meeting hours.
Under the leadership of Mr. Jalaj A. Dani, Asian Paints Limited
has successfully concluded four international acquisitions in a
short span of four years, placing Asian Paints on the global
map. Presently he manages the international operation of
Asian Paints Limited that spans across 24 countries. He is a
Director in several international subsidiaries of Asian Paints
Limited as well as several Indian Companies. He is associated
with various Chambers of Commerce in India and abroad.
Other Directorships:
1 Gujarat Organics Ltd.
2 M T R Foods Ltd.
3 Coatings Specialities (India) Ltd.
4 S C Dani Research Foundation Ltd.
5 Dani Holding & Trading Co. Pvt. Ltd.
6 Dani Finlease Ltd.
7 Dani Capital & Investments Co Pvt. Ltd.
8 Dani Trading & Investments Ltd.
9 J M Financial Trustee Co. Pvt. Ltd.
Committee Membership: None
Mr. Homi K. Bilpodiwala
Mr. Homi K. Bilpodiwala is a Director, since incorporation. He is
a member of the Institute of Chartered Accountants of India
and was the managing partner of M/S Sharp & Tannan,
Chartered Accountants. Recently, he has retired from the
said firm, however he continues to be the consultant to the
said firm.
During his career spanning over 56 years Mr. Homi K. Bilpodiwala
has gained vast experience in the fields of accounts, finance,
audit, taxation and corporate management. He is on the
Board of 5 reputed Companies. He is also a trustee of Breach
Candy Hospital Trust.
Outside directorships: 1
2
3
4
5
German Remedies Ltd.–Chairman
Cadila Healthcare Limited.
Indfos Industries Ltd.
Albright & Wilson Chemicals India Ltd.
Indian Oxides & Chemicals Ltd.
None of the Directors of the Company is interested in the
resolution except those Directors who may be desirous of
waiving/forgoing his/their right to receive the dividend (interim
or final) in future for any year to the extent of their respective
shareholdings in the Company and shareholding in the
Company of their relatives and/or concerns/companies/bodies
corporate in which they may be interested directly or indirectly
either as a Member and/or as a Director and/or otherwise and
who/which may be desirous of waiving/forgoing their right to
receive the dividend (interim or final) in future for any year
can be considered to be concerned or interested in the
resolution.
Committee Membership: Two (Chairman -1)
Mr. Ashwin R. Nagarwadia
Mr. Ashwin R. Nagarwadia is a Director, since incorporation.
He has wide managerial experience as he was the Chairman
and Managing Director of Ingersoll Rand (I) Limited.
II.
Registered Office:
Gut Nos. 939 & 940
Village Sanaswadi
Tal. Shirur, Dist. Pune
Maharashtra 412 208
As required under Clause 49VI of the Listing Agreement
given below are the details of the directors proposed
for re-appointment.
Mr. Jalaj A. Dani
Mr. Jalaj A. Dani is a Director of the Company since 1993. He
holds Masters Degree in Chemical Engineering from
Massachusettes Institute of Technology. He is currently
President – International, in Asian Paints Limited.
Outside directorships: 1. Henkel Chembond Surface
Technologies Limited
2. Chembond Chemicals Ltd.
3. Drewtreat Chemicals Limited
Committee Membership: None
Place: Mumbai
Date: 29th July 2006
By Order of the Board
Rahul S. Bhandari
Asst. Company Secretary
9
Management Discussion and Analysis
MANAGEMENT’S DISCUSSION AND ANALYSIS:
OPPORTUNITIES AND THREATS
OVERVIEW
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.
The year 2005-2006 has witnessed strong economic growth
for India. The GDP growth is estimated at 8.1 per cent as
compared to 7.5 during the previous year. The major driver of
higher growth this year is revival in agriculture. The industrial
sector too has been on high. Manufacturing growth has been
robust at around 9%. Several parameters pointing to India’s
industrial resurgence include investment pick-up, capital
expenditure, moderate inflation, rapid export and import
growth, larger infrastructural investment, and fiscal
consolidation.
As a progressive organization, your Company has benefited
from the overall economic growth in the country and did fairly
well during the year as reflected in its financial statements.
Your Company’s wholly owned subsidiary Multitech Plast
Containers Limited was amalgamated with your Company, with
effect from 1st April 2005. Your Company, in this discussion
includes the financial results and the business development in
respect of Hitech Plast consolidated – Hitech Plast Limited
(including Multitech Plast) along with its wholly owned subsidiary
namely, Clear Plastics Limited.
INDUSTRY STRUCTURE AND DEVELOPMENT
A robust growth in the country’s plastics industry has been
derived from the drivers: economic liberalization, customs tariff
rationalization and increased consumerism. Your Company’s
product mix comprises packaging requirements primarily, of
two industries – Paint Industry and the Fast Moving Consumer
Goods (FMCG) Industry, covering over 80% of its turnover.
The Paint Industry has shown a compounded annual rate of
growth (CAGR) of 10% over the past five years with the
organised sector accounting for 65% of the total market. It is
also estimated that the Indian Paint Industry has grown 1.5
to 2 times the real GDP growth over the last 15 years and is
expected to record healthy growth in the coming years keeping
in view the overall economic situation. 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 is poised to achieve an overall growth of
8 - 8.5% in the current year. According to the survey
conducted by FICCI, personal care products will continue to
ride high with a growth of over 20% in at least 12 products
comprising personal care, oral care, skin care, cosmetics, skin/
fairness cream, etc. The sales to FMCG industry are expected
to grow by 20% in value.
The Group portfolio offers a basket of products, most of which
have been innovated over the years – thereby enhancing the
market share. Further, your Company extended the
manufacture of custom-moulded products to high-end
applications, resulting in new products contributing 25% to
total sales turnover.
10
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 has a well defined ongoing risk and control
process, wherein operating units review and evaluate risks
for achieving the defined business objectives. The Management
team of the Company regularly identifies, reviews and
assesses the combined risk; and decides appropriate guidelines
for mitigating the same. The Audit Committee provides the
overall direction on the risk management policies.
The macro economic factors like the high oil prices, potential
slow down in the economy, sluggish demand conditions and
fluctuating foreign exchange, may affect the business of your
Company as also the industry at large.
Your Company has taken adequate insurance policies to cover
its Plant and Machinery and other assets. The management
periodically reviews the adequacy of insurance cover.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company is committed to ensuring comprehensive internal
control across its operations to ensure that all assets are
safeguarded and protected against loss from unauthorised
use or disposition. These internal controls are designed to
ensure that financial and other records are reliable, in order
to prepare financial statements and collate other data and to
maintain an accountability of assets.
Your Company’s internal audit department together with
independent firm of internal auditors continuously monitors
the adequacy of internal control procedure across the business
units and ensures compliance with regulatory requirements as
well as internal policies. The internal audit also ensures that
internal controls and checks and balances in the systems are
adequate and up-to-date.
The Audit Committee of the Board of Directors, comprising
independent Directors, has been functioning for long and it
regularly review the audit plans, significant audit findings and
adequacy of internal controls as well as compliance with
accounting standards.
Management Discussion and Analysis (Contd.)
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Your Company employs 635 individuals, (previous year 571) and it has enriched its human resources through the initiatives viz.,
creation of Hitech Resources Group, identifying the need for rewards and recognition, team work, skill up-gradation, providing
need-based training, implementing performance appraisal process, and defining cohesive policies across the organization. As a
result, the Company’s industrial relations remained cordial at all the units throughout the year.
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 2006 (FY06). Total Revenue at Rs 846 Million (Previous year ended Rs. 659 Million), showed a growth of 28.3% over the
year ended 31st March 2005 (FY05).
Sales
Stock Variation
Other Income
TOTAL
2005-06
830,414
10,612
4,553
845,579
% to Sales
100.0
1.3
0.6
101.9
2004-05
650,883
(761)
8,947
659,069
% to Sales
100.0
-0.1
1.4
101.3
Expenditure
Material Consumption
Processing Charges
Power, Fuel & Water
Stores, Spares & Repairs
Salaries, Wages, & Other benefits
Freight & Transport Charges
Others
TOTAL
444,695
22,566
44,978
24,668
70,293
24,120
56,548
687,868
53.6
2.7
5.4
2.97
8.5
2.9
6.8
82.9
330,141
24,790
38,515
21,741
58,568
19,453
54,103
547,311
50.7
3.8
5.9
3.34
9.0
3.0
8.3
84.1
Profit Before Interest Depreciation & Tax
Interest
Depreciation
Profit Before Tax
Average Capital Employed
Return on Capital Employed
Debt: Equity Ratio
157,711
31,082
53,749
72,880
447,570
24.04%
2.06
19.0
3.7
6.5
8.8
111,758
18,611
73,597
19,550
353,984
20.8%
2.41
17.2
2.9
11.3
3.0
(Rs. in ‘000)
Growth %
27.6
28.3
41.1
272.8
Your Company provided a sum of Rs. 54 Million for the year ended 31st March 2006 (Previous year Rs. 74 Million) towards
depreciation. The accumulated depreciation as a percentage of gross block works out to 57% and 59% for the years ended March
31, 2006 and 2005, respectively.
The provision for tax is made at Rs.22.5 Million against Rs. 6.9 Million for the previous year. The provision for deferred tax of
Rs. 0.9 Million (Previous year Rs. 1.8 Million), is made pursuant to Accounting Standard 22 issued by the Institute of Chartered
Accountants of India.
The average capital employed in the business increased to Rs. 448 Million at the year-end from Rs. 354 Million at the end of
previous fiscal year. The return on average capital employed was 24.04%, as compared to previous year of 20.8%.
OUTLOOK
Your Company foresees a growing potential of the products for FMCG industry with evolving newer applications and substitution
of traditional materials like metal and glass. Your Company is expanding the capacities at the existing units and setting up of new
units across the country, which will minimise costs and shrink the response time to address demands leading to significant grow th.
CAUTIONARY STATEMENT
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.
11
Consolidated Financials (Contd.)
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2006
Schedules
FUNDS EMPLOYED
SHAREHOLDERS’ FUNDS
Share Capital
Reserves & Surplus
As At
31.03.2006
(Rs.in ‘000)
As At
31.03.2005
(Rs.in ‘000)
118,970
56,418
175,388
-
118,970
31,318
150,288
7,090
147,711
141,646
289,357
-
132,169
128,079
260,248
692
50,000
514,745
25,100
443,418
28,067
31,704
583,340
330,827
252,513
6,395
258,908
1,250
211
479,107
280,183
198,924
6,271
205,195
1,250
-
375
101,206
141,287
14,318
89,122
346,308
130,941
215,367
322
72,893
97,976
16,577
67,410
255,178
81,606
173,572
10,942
31,697
514,745
443,418
A
B
CAPITAL RESERVE (On Consolidation)
LOANS
Secured Loans
Unsecured Loans
C
DEFERRED TAX LIABILITIES (NET)
MINORITY INTEREST
Preference Shares
TOTAL
APPLICATION OF FUNDS
GOODWILL (On Consolidation)
FIXED ASSETS
Gross Block
Less : Depreciation
Net Block
Capital Work in Progress
INVESTMENTS
DEFERRED TAX ASSETS (NET)
CURRENTS ASSETS, LOANS AND ADVANCES
Interest accrued
Inventories
Sundry debtors
Cash and Bank Balances
Loans and Advances
Less : CURRENT LIABILITIES AND PROVISIONS
NET CURRENT ASSETS
D
E
F
G
PROFIT AND LOSS ACCOUNT
TOTAL
Accounting Policies
P
Notes on Accounts
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
M. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
12
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 2006
For the Year Ended
31.03.2006
(Rs.in ‘000)
For the Year Ended
31.03.2005
(Rs.in ‘000)
975,790
1,612
977,402
146,988
830,414
4,553
10,612
845,579
766,746
821
767,567
116,684
650,883
8,947
(761)
659,069
444,695
105,311
70,293
63,933
3,636
687,868
157,711
31,082
126,629
53,749
72,880
22,516
(903)
967
50,300
50,300
(31,697)
7,090
2,722
28,415
330,141
94,750
58,568
60,206
10
3,636
547,311
111,758
18,611
93,147
73,597
19,550
6,900
1,801
10,849
569
11,418
(27,801)
(12,739)
(29,122)
10,541
1,478
1,963
275
25,100
(10,942)
28,415
2,259
316
(31,697)
(29,122)
Earning Per Share [Refer Note No. 9 of Schedule - Q]
Basic & Diluted EPS (in Rs.)
As per our Report of even date
4.02
On behalf of the Board of Directors
1.06
For SHAH & CO.
Chartered Accountants
Ashwin S. Dani
Chairman
H. N. SHAH
Partner
M. No. 8152
Place : Mumbai
Date : 27th May, 2006
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Schedules
INCOME
Sales :
Domestic
Export
Total Gross sales
Less : Excise Duty Paid
Net Sales
Other Income
Variation in Stocks
TOTAL
EXPENDITURE
Materials Consumed
Manufacturing Expenses
Employees’ remuneration and benefits
Administrative and Selling Expenses
Preliminary Expenses written off
Amortisation of Goodwill on consolidation
TOTAL
GROSS PROFIT BEFORE INTEREST, DEPRECIATION & TAX
Less: Interest and Financing Charges
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)
Provision for Fringe Benefit Tax
PROFIT FOR THE YEAR
Prior period adjustment
NET PROFIT
Previous year balance brought forward
Reversal of capital reserve on consolidation
Adjustment on account of Consolidation
Amount Available for Appropriations
Appropriations
Proposed Dividend on Equity shares
Tax on Dividend
Proposed Dividend on Preference Shares
Tax on Dividend
Transfer to Capital Redemption Reserve
Balance carried to Balance Sheet
H
I
J
K
L
M
N
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
13
Consolidated Financials (Contd.)
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31st MARCH, 2006
[PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT]
A.
B.
C.
Year
2005-2006
(Rs.in ‘000)
Year
2004-2005
(Rs.in ‘000)
72,880
19,550
53,749
(270)
31,082
(351)
3,636
160,726
73,597
34
18,611
10
80
(671)
3,636
111114,847
Adjustments for :
Trade Receivables
Other Receivables
Inventories
Trade Payables
9,655
33,120
(28,314)
(8,379)
(11,421)
(15,084)
(10,509)
1,299
Cash Generated from Operations
FBT and Income Tax Paid
Add : Extra ordinary items
Net Cash Flow from Operations
166,808
(23,448)
143,360
79,132
(2,700)
97
76,529
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Interest Received
Purchase of Investments
Net Cash used in Investing Activities
(104,965)
667
166
(104,132)
(74,211)
1,395
882
(50,005)
(121,939)
CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Preference Share capital
Proceeds from issue of Preference Shares
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
(25,100)
50,000
138,244
(170,828)
445
(2,633)
(2,576)
(29,039)
(42,000)
20,000
(40,895)
45,036
82,180
(9,695)
(2,541)
(18,703)
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and Extra-ordinary Item
Adjustments for :
Depreciation
Loss/(Profit) on Sale of Assets
Interest Expenses
Preliminary Expenses written off
Foreign Exchange Loss
Interest income
Goodwill amortised
Operating Profit before working capital changes
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)
(41,487)
33,382
(2,259)
16,577
14,318
(12,028)
28,605
16,577
Note: Cash and Cash Equivalents at the end of the period include
Term Deposits with Banks of Rs. 75,64,556/- (Previous Year - Rs. 63,62,096/-)
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
M. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
14
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
As At
31.03.2006
(Rs.in ‘000)
As At
31.03.2005
(Rs.in ‘000)
158,000
32,000
158,000
32,000
10,000
200,000
10,000
200,000
118,970
118,970
-
-
118,970
118,970
2,500
3,698
41,120
9,100
56,418
2,500
3,698
16,020
9,100
31,318
61,922
33,152
25,765
38,574
60,024
147,711
60,443
132,169
99,734
84,752
14,706
22,402
37,108
4,804
141,646
289,357
18,305
20,600
38,905
4,422
128,079
260,248
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)
[Out of above 2,896,995 Equity Shares of Rs 10/- each issued as
fully paid, pursuant to the Scheme of Amalgamation of Plastic &
Precision Machinefabrik Limited, without payment received in cash.]
9% Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid
(on account of amalgamation of Multitech Plast Containers Limited)
Rs. 25,100,000
Less : Redeemed during the year
Rs. 25,100,000
TOTAL
SCHEDULE “B” : RESERVES & SURPLUS
Capital Subsidy
Capital Reserve
Capital Redemption Reserve
Share Premium
TOTAL
SCHEDULE “C” : SECURED AND UNSECURED LOANS
SECURED LOANS:
Term Loans from Bank / Corporate Bodies
(Payable within 1 year Rs. 30,661,821/-, Previous year Rs. 16,963,668/-)
Term Loans from Bank - FCNRB
(Payable within 1 year Rs. 12,200,000/-, Previous year Rs. 12,400,000/-)
Bank Cash Credit
UNSECURED LOANS:
Loans and deposits from Corporate Bodies
(Payable within 1 year Rs. 2,500,000/-, Previous year Rs. 9,000,000/-)
Fixed Deposits
- Maturity on or before 1 Year
- Maturity after 1 Year
Sales Tax - Deferral Loan
TOTAL
[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.]
15
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
SCHEDULE “D” : FIXED ASSETS
(Rs.in ‘000)
GROSS BLOCK
PARTICULARS
NET BLOCK
DEPRECIATION
As at
Additions
Deductions
Total as at
Upto
Additions /
Deductions
Total
As at
As at
01.04.2005
during the
during the
31.03.2006
31.03.2005
Amortization
during the
as at
31.03.2006
31.03.2005
Year
Year
during the
Year
31.03.2006
Year
Tangible Assets :
Freehold Land
Leasehold Land
Building
Mould
Plant & Machinery
Furniture
Office Equipment
Vehicle
Intangible Assets :
Technical Know-how
Computer Software
Goodwill on Amalgamation
Patent
TOTAL
Previous Year
17,387
90,831
61,568
273,817
8,619
10,281
9,237
1,450
21,799
9,203
77,712
363
1,045
1,252
818
10,666
-
17,387
1,450
112,630
69,953
340,863
8,982
11,326
10,489
39,176
45,809
174,402
4,104
6,449
4,213
15
5,774
8,141
35,056
847
1,084
1,436
167
2,938
-
15
44,950
53,783
206,520
4,951
7,533
5,649
17,387
1,435
67,680
16,170
134,343
4,031
3,793
4,840
17,387
51,655
15,759
99,415
4,515
3,832
5,024
5,000
2,247
120
479,107
412,692
2,893
115,717
70,184
11,484
3,769
5,000
2,247
2,893
120
583,340
479,107
4,430
1,570
30
280,183
208,920
570
225
578
23
53,749
73,597
3,105
2,334
5,000
1,795
578
53
330,827
280,183
452
2,315
67
252,513
198,924
570
677
90
198,924
Note : Refer Note No. 5 in Schedule “Q”
As At
31.03.2006
(Rs.in ‘000)
As At
31.03.2005
(Rs.in ‘000)
1,250
1,250
1,250
1,250
375
322
3,034
52,487
55,521
24,063
19,333
2,289
101,206
1,932
35,756
37,688
14,854
17,930
2,421
72,893
10,647
965
11,612
965
10,647
130,640
141,287
2,450
2,021
4,471
2,021
2,450
95,526
97,976
171
6,582
7,565
14,318
190
10,025
6,362
16,577
176
12,200
12,310
14,836
49,600
89,122
346,308
598
8,589
10,064
21,040
27,119
67,410
255,178
SCHEDULE “E”: INVESTMENTS
(Refer Note No. 5 of Schedule ‘P’)
Long Term - unquoted (at cost) : Trade
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 :
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. Finished Goods
c. Work-in-Progress
d. 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 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
16
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
As At
31.03.2006
(Rs.in ‘000)
As At
31.03.2005
(Rs.in ‘000)
7,370
26,252
33,622
26,267
4,458
25,999
30,457
16,559
12,019
2,238
47,569
4,752
1,274
3,200
130,941
2,576
25,053
4,712
674
1,575
81,606
Year
2005-06
(Rs.in ‘000)
Year
2004-05
(Rs.in ‘000)
351
671
136
751
730
1,115
801
1,134
642
1,381
1,623
936
1,789
270
399
4,553
771
8,947
STOCK-IN-TRADE (at close)
Finished Goods
Work-in-progress
24,063
19,333
43,396
14,854
17,930
32,784
STOCK-IN-TRADE (at commencement)
Finished Goods
Work-in-progress
TOTAL
14,854
17,930
32,784
10,612
12,699
20,846
33,545
(761)
SCHEDULE “G”: CURRENT LIABILITIES AND PROVISIONS
LIABILITIES :
Sundry Creditors
SSI
Others
Other Liabilities
PROVISIONS :
Proposed dividend on Equity Shares (Including Tax on Dividend)
Proposed dividend on Preference Shares (Including Tax on Dividend)
Provision for Taxation
Provision for Gratuity
Provision for Unutilised Privilege Leave
Other Provisions
TOTAL
SCHEDULE “H” : OTHER INCOME
Interest Received (Gross)
(Tax deducted Rs. 83,646/-, Previous Year Rs. 1,09,249/-)
Moulding Charges
Miscellaneous Income
Gain on commutation of Sales Tax Deferral Loan
Sales Tax set off received
Sale of Scrap
Recovery of Provision for Doubtful Debt
Designing charges
(Tax deducted Rs. 15,621/-, Previous Year - Rs. 40,964/-)
Profit on sale of assets (Net)
Provision no longer payable
TOTAL
SCHEDULE “I” : VARIATION IN STOCKS
SCHEDULE “J” : MATERIALS CONSUMED
Materials Consumed:
Opening Stock
Add : Purchases
Less : Closing Stock
Printing Material Consumed
TOTAL
37,688
462,863
500,551
56,686
443,865
830
444,695
26,283
341,546
367,829
37,688
330,141
330,141
17
Consolidated Financials (Contd.)
SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS : (Continued)
Year
Year
2005-2006
2004-2005
(Rs.in ‘000)
(Rs.in ‘000)
SCHEDULE “K” : MANUFACTURING EXPENSES
Processing Charges
22,566
24,790
Water, Power and Fuel
44,978
38,515
1,026
1,125
Mould Rent
Material Handling Charges
12,073
8,437
Stores & Spares Consumed
13,774
11,412
1,481
Repairs & Maintenance -
to Building
1,195
-
to Plant and Machinery
7,279
5,738
-
Other Assets
2,420
3,110
10,894
10,329
Royalty
TOTAL
-
142
105,311
94,750
58,180
48,339
SCHEDULE “L” : EMPLOYEES’ REMUNERATION AND BENEFITS
Salaries, Wages, allowances and other benefits
Staff Welfare Expenses
6,495
5,493
Contribution to Provident Fund
4,024
3,614
Gratuity
TOTAL
1,594
1,122
70,293
58,568
24,120
19,453
SCHEDULE “M” : ADMINISTRATIVE AND SELLING EXPENSES
Freight and Transport Charges
Rent
4,619
4,121
Rates and Taxes
2,338
1,723
Insurance
2,546
2,194
Security Charges
2,245
1,745
Printing and Stationery
1,589
1,677
Postage and Telephone
3,218
3,339
Travelling and Conveyance Expenses
6,436
6,270
15,649
15,873
Miscellaneous Expenses
Loss on Sale of Fixed Assets
-
34
Directors’ Meeting Fees
261
172
Auditors’ Remuneration & Service Charges
662
425
Commission to Non Executive Directors
250
-
-
2,021
Provision for Doubtful Debts
Bad Debts
TOTAL
-
1,159
63,933
60,206
SCHEDULE “N” : INTEREST AND FINANCING CHARGES
Interest on Term Loans (Net)
6,843
6,168
Interest on Cash Credit
6,283
2,313
16,544
9,469
Other Financing Charges
Bank Charges
TOTAL
18
1,412
661
31,082
18,611
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
cost of qualifying assets.
3.
Depreciation:
Depreciation is provided on all assets under written down value 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. Goodwill on
amalgamation is amortised over a period of five years. The balance amount of technical know-how fees is fully amortised.
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.
Transactions 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 on accrual basis. Liability for Gratuity and
Leave encashment benefits are charged to Profit and Loss account on the basis of actuarial valuation.
8.
Taxes on Income:
Provision for current tax is computed as per ‘Total Income’ returnable basis under the Income Tax Act, 1961, taking into
account available deductions and exemptions. Deferred tax is recognised for all timing differences being the differences
between taxable income and accounting income that originate in one period and are capable of reversal in one or more
subsequent periods.
9.
The goodwill on consolidation is amortised over a period of ten years.
19
Consolidated Financials (Contd.)
SCHEDULE “Q”: NOTES ON CONSOLIDATED ACCOUNTS:
1.
2.
Year
2005-2006
(Rs.in ‘000)
Year
2004-2005
(Rs.in ‘000)
-
678
3,330
102,312
260
2,590
60,195
-
% of Voting power
100%
Financial Year
31st March 2006
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. Bills Discounted
c. Arrears of Dividend on Preference Shares
3.
Name of the Subsidiary
Clear Plastics Limited
4.
Principles of Consolidation
a . The consolidated financial statements are based on audited financial statement of subsidiary.
b. The financial statements of the parent company and its subsidiary 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 in 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.
5.
The Company had changed the method of charging depreciation on plant and machinery and moulds in 2003-2004 from
straight-line method to written down value method as per rates specified in Schedule XIV of the Companies Act, 1956. The
Company had in 2004-2005, changed the method of charging depreciation with respect to 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 charged in the previous year was higher by Rs.31,394 Thousand and to that extent the aggregate profits,
the fixed assets of the Company as well as reserves were lower.
6.
The Deferred Tax Asset/(Liability) comprises of tax effect of timing differences, carried forward business losses and
unabsorbed depreciation as shown below:
31st March 2006
(Rs. in ‘000)
A. Deferred Tax Assets
1. Carried forward business losses and Unabsorbed Depreciation
3,108
2. Expenses allowable for tax purposes on payment basis
2,658
B. Deferred Tax Liability
Fixed Assets excess net block over written down value
As per the provisions of the Income-tax Act, 1961
Deferred Tax Asset / (Liability)
7.
20
Information on Related Party Transactions as required by Accounting Standard
1. Relationship:
(i) Companies over which the Directors have controlling interest
(ii)
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 – Division of Gujarat Organics Ltd.,
Asian Paints Limited
Asian Paints (Mauritius) Limited
Asian Paints (Lanka) Limited
Asian Paints (Queensland) Pty. Ltd.
Asian Paints (Nepal) Pvt. Ltd.
Berger Paints (Emirates) Limited
31st March 2005
(Rs. in ‘000)
3,452
1,201
5,766
4,653
5,555
5,345
211
(692)
-18 is given below:
Directors
Mr. Ashwin S. Dani
Mr. Ashok K. Goyal
Mr. Jalaj A. Dani
Mr. Hasit A. Dani
Mr. Harshad B. Desai
Consolidated Financials (Contd.)
2. Related Party Transactions for the Year 2005-06 and 2004-05 :
Particulars
Sales
Services rendered
- Conversion Charges
- Other Income
Services received
Sundry Debtors
Inter Corporate Deposits Received
Inter Corporate Deposits Repaid
Redemption of Preference Shares
Issue of Preference Shares
Interest Paid
Other Payables
Sitting Fees
Remuneration paid
Payable - Loan
Receivable - Goods & Services
8.
9.
(Rs. in ‘000)
Companies over which
Directors have controlling interest
2005-06
2004-05
361,567
215,674
38,555
630
6,000
20,000
Directors of the
Company
2005-06
2004-05
47,507
1,189
5,041
17,021
90,355
15,355
25,100
50,000
6,427
653
109
3,311
64
4,047
97,211
30,407
Earning Per Share, as required by Accounting Standard -20 is given below :
Particulars
Unit
2005-2006
2004-2005
Basic & Diluted Earning Per Share
Amount used as the numerator
Profit After Taxation
Less: Pref. Dividend
Rs. in ‘000
Rs. in ‘000
50,300
2,498
47,802
12,650
12,650
Weighted Average number of Equity Shares
Used as the denominator
Nominal value of Equity Shares
Nos.
Rs. in ‘000
11,896,995
11,897
11,896,995
11,897
Basic & Diluted EPS
Rs.
4.02
1.06
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 on segment reporting. The capital
employed in the reportable segment was Rs. 453,592 Thousand as on 31 st March 2006 (Rs. 379,530 Thousand as
on 31st March 2005).
10. 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
M. N. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
21
Consolidated Financials (Contd.)
AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF HITECH PLAST
LIMITED GROUP ON THE CONSOLIDATED FINANCIAL STATEMENTS OF
HITECH PLAST LIMITED AND ITS SUBSIDIARY
We have audited the attached consolidated Balance Sheet of Hitech Plast Limited group as at 31 st March 2006, 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 subsidiary. 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 subsidiary, 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 2006;
(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
27 May, 2006
H. N. SHAH
Partner
M. No. 8152
22
Directors’ Report
DIRECTORS’ REPORT
Dear shareholders,
Your Directors have pleasure in presenting fifteenth annual report on the business and operations of your Company and the
audited accounts for the year ended March 31, 2006.
Financial Results
[ Rs. in ‘000]
2005-06
Gross Sales
Sales (Net of Excise)
Other Income
Variation in stocks
Total Income
Total Expenditure
Operating Profit
Interest and Financing Charges
Depreciation
Profit (Before Tax)
Less: Provision for Tax
Provision for Deferred Tax
Provision for Fringe Benefit Tax
Add. Prior Period Adjustments
Net Profit (After Tax)
Previous year balance b/ forward
P & L Balance on Amalgamation
Adjustment on Consolidation
Disposable Profit
Appropriations
Proposed Dividend on Equity shares
Tax on Equity Dividend
Proposed Div. on Preference shares
Tax on Preference Dividend
Capital Redemption Reserve
Balance carried to Balance Sheet
HITECH PLAST LIMITED
2004-05
Gr %
774,588
646,172
3,567
1,085
650,824
514,885
135,939
23,841
35,513
76,585
22,516
2,524
814
50,731
(5,447)
16,354
61,638
451,920
375,820
11,544
(397)
386,967
302,029
84,938
10,743
39,396
34,799
4,500
5,799
97
24,597
(30,044)
(5,447)
10,541
1,478
1,963
275
25,100
22,281
(5,447)
58.2
68.2
60.0
120.1
106.2
HITECH PLAST CONSOLIDATED
2005-06
2004-05
Gr %
977,402
830,414
4,553
10,612
845,579
687,868
157,711
31,082
53,749
72,880
22,516
(903)
967
50,300
(31,697)
9,812
28,415
767,567
650,883
8,947
(761)
659,069
547,311
111,758
18,611
73,597
19,550
6,900
1,801
569
11,418
(27,801)
(12,739)
(29,122)
10,541
1,478
1,963
275
25,100
(10,942)
2,259
316
(31,697)
27.6
28.3
41.1
272.8
340.5
REVIEW OF OPERATIONS
The Company’s growth in 2005-06 was to an extent driven by the buoyancy in the paint industry and resurgence in FMCG sector.
However, the above current years’ figures are not comparable with previous year, since one of the subsidiaries namely, Multitech
Plast Containers Limited was merged with the Company, with effect from 1st April 2005.
The total sales increased to Rs 830 Million from Rs 651 Million, representing growth of 27.6%. The operating profit increased to
Rs.158 Million from Rs. 112 Million, representing growth of 41.10%. The net profit after tax increased to Rs 50 Million from Rs 11
Million, representing growth of 340.5%.
The analysis on the performance of your Company is discussed in Management Discussion and Analysis Report.
CONSOLIDATED ACCOUNTS
Your Company is required to annex the Annual Report of the subsidiary company 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
23
Directors’ Report (Contd.)
your 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 subsidiary 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.
DIVIDEND ON PREFERENCE SHARES
Erstwhile Multitech Plast Containers Limited, 100% subsidiary
of the Company had allotted 9% Cumulative Redeemable
Preference shares of Rs.10/- each which were redeemed during
the year. A dividend of 9 % up to the date of redemption i.e.
13th February 2006 is recommended for payment to the
preference shareholder.
DIVIDEND ON EQUITY SHARES
In view of the Company’s profitable performance, the
Directors are pleased to recommend for approval of the
shareholders, a maiden Dividend of 8% (Rs.0.80 per share)
on equity shares of the Company for the year ended 31st
March 2006. The dividend on equity shares, if approved,
would amount to Rs. 12.0 Million (including corporate dividend
tax of Rs. 1.5 Million).
NEW MANUFACTURING UNIT
The new manufacturing unit at Sriperumbudur, near Chennai
in the State of Tamil Nadu, has commenced production in
December 2005. The unit plans to cater to customers located
in the South, apart from meeting the packaging requirements
of one of the major customers, namely Asian Paints Limited.
SUBSIDIARY COMPANY
Your Company’s subsidiary Clear Plastics Limited achieved cash
profit of Rs. 18.1 Million and after providing for depreciation
of Rs. 18.2 Million, incurred a loss of Rs. 0.1 Million (loss of Rs.
24 Million in the previous year).
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.
PRIVATE EQUITY ISSUE
Your Company has on 1st June 2006, allotted 1,278,705 equity
shares of Rs.10/- each at a price of Rs.63/- (including premium
of Rs. 53/-) per share on preferential basis pursuant to Section
81 (1A) of the Companies Act, 1956 and SEBI (Disclosure &
Investor Protection) Guidelines 2000. This will result in equity
share capital increasing to Rs 131.2 Million from Rs. 118.9
Million and share premium increasing to Rs. 73.72 Million from
Rs.9.10 Million.
24
INVESTMENTS
Your Company has in May 2006, acquired 60% stake in Mipak
Group, one of the pioneers in the organised rigid plastics
packaging industry for Rs. 57.30 Million. This acquisition will
enable your Company to expand into related areas of activities
in the plastics packaging industry, thereby strengthening its
position in the said domain.
RESTRUCTURING
Your Company, to give shape to the overall business plan,
implemented one of the initiative of the restructuring, and
Multitech Plast Containers Limited, your wholly owned
subsidiary was amalgamated, pursuant to Section 391 to 394
of the Companies Act, 1956, with effect from 1st April 2005,
vide the Order dated 28th October, 2005 of the Hon’ble High
Court of Bombay.
CORPORATE GOVERNANCE
Your Company continues to give priority to its corporate
governance policies. The Company has complied with all the
mandatory recommendations as required by Clause 49 of the
Listing Agreement namely “Corporate Governance”, as revised
by the Securities and Exchange Board of India (SEBI), vide
SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated
October 29, 2004. For the year under review, the compliance
report is provided in the Corporate Governance report as
Annexure–I. The auditor’s certificate on compliance is annexed
to this report.
LIQUIDITY
During the year, your Company raised 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. 28 Million against Rs.21 Million
at the end of previous financial year. Further a sum of Rs.0.01
Million from two depositors pertained to deposit that had not
been claimed or for which disposal instructions has not been
received by the Company.
INSURANCE
All the insurable interests of your Company including
inventories, buildings, plant and machinery are adequately
insured.
Directors’ Report (Contd.)
PERSONNEL
Mr. Ashwin R. Nagarwadia, Mr. Homi K. Bilpodiwala and Mr.
Jalaj A. Dani are liable to retire by rotation and eligible for reappointment.
Mr. Ranjan M Kapur was appointed as an Additional Director
on the Company’s Board on 29th July 2006. Mr. Kapur will
cease to be a Director at the forthcoming Annual General
Meeting. A notice is received from shareholder along with
deposit of Rs.500/- proposing him as a Director. The Directors
commend his appointment.
None of the employees employed throughout/part of the fiscal
year ended 31st March 2006 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.
Mr. Anand S. Bhatt was appointed as an Additional Director on
the Company’s Board on 29th July 2006. Mr. Bhatt will cease
to be a Director at the forthcoming Annual General Meeting. A
notice is received from shareholder along with deposit of
Rs.500/- proposing him as a Director. The Directors commend
his appointment.
DIRECTORS’ RESPONSIBILITY STATEMENT
AUDITORS
Pursuant to Section 217 (2AA) of the Companies (Amendment)
Act, 2000, the Directors, based on the representation received
from the management, confirm that:
M/s. Shah & Co., Chartered Accountants, the present
Statutory Auditors of the Company holds office until the
conclusion of the ensuing Annual General Meeting. It is
proposed to re-appoint them as the statutory auditors of the
Company until the conclusion of next Annual General meeting.
M/s. Shah & Co., have under Section 224 (1) of the Companies
Act, 1956, furnished the certificate of their eligibility for reappointment.
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.
a)
b)
c)
d)
in preparation of the annual accounts, the applicable
accounting standards have been followed and there
are no material departures;
they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of your Company at
the end of the financial year and of the profit or loss of
your Company for that period;
they have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of
your Company and for preventing and detecting fraud
and other irregularities;
they have prepared the annual accounts on a going
concern basis.
APPRECIATION
Your Directors take this opportunity to place on record their
deep sense of gratitude to the customers, vendors, investors
and bankers for their continued support during the year. Your
Directors express their deep sense of 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
ASHWIN S. DANI
CHAIRMAN
In accordance with the requirement of the Companies Act,
1956 and as per Article 104 of the Articles of Association,
Place: Mumbai
Date: 29th July, 2006
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.
25
Corporate Governance Report (Contd.)
ANNEXURES TO THE DIRECTORS’ REPORT
ANNEXURE – I
CORPORATE GOVERNANCE:
A good corporate governance process aims to achieve the balance between shareholders interest and corporate goals by
providing long term vision of its business and establishing systems that help the Board in understanding and monitoring risk at
every stage of the corporate evolution process to enhance the trust and confidence of the stakeholder without compromising with
laws and regulations.
The Company’s philosophy on corporate governance encompasses achieving the balance between individual interests and
corporate goals through the efficient conduct of its business and meeting its stakeholder obligations in a manner that is guided by
transparency, accountability and integrity. Accountability improves decision making and transparency helps to explain the rationale
behind decisions and to build stakeholders confidence.
At Hitech Plast Limited, we are striving towards excellence through adoption of best governance and disclosure practices.
A. Board composition:
The current policy is to have an optimum combination of executive, non-executive and promoter Directors. 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. The
non-executive Directors bring external and wider perspective in the Board’s deliberations and decisions.
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 No. of
shares
held in the
Company
Board
Meetings
attended
Attend
ance
at Last
AGM
Total
number
of other
directorships as
on date
No. of other
Committee
Memberships
as on date
Member
Chairman
1
Shri Ashwin. S. Dani
PD
Chairman
150,095
5
No
6
2
1
2
Shri Homi K. Bilpodiwala
NED (1)
Director
-
5
No
5
1
1
3
Shri Ashwin R. Nagarwadia
NED (1)
Director
5,000
2
No
3
-
-
4
Shri Abhay A. Vakil
NED
Director
-
3
No
4
2
-
5
Shri Rajnikant B. Desai
NED (1)
Director
-
1
No
-
-
-
6
Shri Ramesh S. Gandhi
NED (1)
Director
5,000
4
No
12
-
2
7
Shri Harish N. Motiwalla
NED (1)
Director
5,000
2
No
3
1
-
8
Shri Jalaj A. Dani
PD
Director
25,100
5
No
32
-
-
9
Shri Hasit A. Dani
PD
Director
30,000
5
No
3
-
-
10
Shri Ashok K. Goyal
ED
Managing
Director
52,800
5
Yes
1
-
-
@ 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
$ as per the declarations made by the Directors as to shares held in their own name.
B. Board Meetings:
Hitech Plast Board met five times during the year ended March 31, 2006. The Board Meetings were held on 20 th April 2005,18th
June 2005, 23rd July 2005, 9th November 2005 and 30th January 2006. Table 1 gives the attendance record of the Directors.
Information supplied to the Board:
Agenda papers are circulated to the Members of the Board well in advance of the Board Meeting containing all the important
and adequate information for facilitating deliberation at the Meeting. Following information inter-alia is supplied to the Boar d
as a part of the Agenda papers:
26
Corporate Governance Report (Contd.)
(a)
(b)
(c)
(d)
(e)
(f )
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
Annual budgets, operating plans and budgets, capital budgets, updates;
Quarterly, half yearly and annual results of the Company along with the consolidated results of the group;
Minutes of Meetings of Audit, investors’ grievance and other Committees, as well as abstracts of circular resolutions
passed;
General notices of interest;
Information on recruitment and remuneration of senior officers just below the Board level including appointment or
removal of CFO and Company Secretary;
Important litigations, show cause, demand, prosecution and penalty notices;
Fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems;
Any materially relevant default in financial obligations to and by the Company or substantial non-payment for goods sold
by the Company;
Any issue which involves possible public or product liability claims of a substantial nature;
Details of any joint venture or collaboration agreement;
Transactions that involve substantial payment towards goodwill, brand equity or intellectual property;
Significant development on the human resource and industrial relations front;
Sale of material nature, of investments, subsidiary and assets, which is not in the normal course of business;
Investments of funds of the Company;
Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse
exchange rate movement;
Details of non-compliance of any regulatory, statutory nature or listing requirements and shareholder services such as
delays in share transfer;
Review of the minutes of the Meetings of the Board of Directors of unlisted subsidiary company and statement of all
significant transactions and arrangements entered into by the unlisted material subsidiary.
Materially significant related party transactions:
As required by the Accounting Standard 18 (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, 2006 are given under Schedule ‘Q’ of the Notes to the Accounts. The shareholding of the non-executive/
independent Directors of your Company, as on 31st March 2006, is given in Table 1.
CEO/CFO Certification:
As required by Clause 49 of the Listing Agreement, the certificate from Mr. Ashok K. Goyal, Managing Director and Mr.
Bhupendra P. Dusara, CFO was placed before the Board at their Meeting held on 29th July 2006.
C. Committee(s) of the Directors:
Currently, the Board has four Committees – (a) the Audit Committee; (b) the Investors’ Grievance and the Share Transfer
Committee; (c) the Remuneration Committee; and (d) the Committee of Directors.
1. Audit Committee
Composition of the 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.
The primary objective of the Audit Committee of the Board of Directors of your Company is to discharge responsibilities
relating to accounting and reporting of financial practices adopted by the Company and its subsidiary, surveillance of the
internal control as well as accounting and Audit activities.
The Audit Committee consists of the following three Independent Directors:
Shri Rameshchandra S. Gandhi
Independent Director
Shri Homi K. Bilpodiwala
Independent Director
Shri Harish N. Motiwalla
Independent Director
Mr. Rameshchandra S. Gandhi was the Finance Director for 10 years and Company Secretary of the 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.
27
Corporate Governance Report (Contd.)
The terms of reference of the Audit Committee inter-alia includes the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement are correct, sufficient and credible.
2. 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.
3. Approval of payment to Statutory Auditors for any other services rendered by them.
4. 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.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control
systems.
7. 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.
8. Discussion with internal auditors any significant findings and follow up there on.
9. 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.
10. 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.
11. 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.
The CFO, the Statutory Auditors and the Internal Auditors are the permanent invitees to the Audit Committee Meetings. Mr.
Rahul S. Bhandari, Asst. Company Secretary is the secretary of the Committee.
During the year, four Audit Committee Meetings were held on 17th June 2005 (annual accounts reviewed), 23rd July 2005, 9th
November 2005 and 30th January 2006. Table 2 gives the attendance record of the Audit Committee members:
TABLE 2
Sr. No.
2.
Name of the Director
Category
No.of Meetings attended
1
Shri Rameshchandra S. Gandhi
Chairman
4
2
Shri Homi K. Bilpodiwala
Member
4
3
Shri Harish N. Motiwalla
Member
3
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 held
No. of Meetings Attended
1
Shri Ashwin S. Dani
Chairman
3
3
2
Shri Abhay A. Vakil
Member
3
3
3
Shri Ashok K. Goyal
Member
3
3
4
Shri Hasit A. Dani*
Member
3
3
* Mr. Hasit A. Dani has ceased to be the member of Committee with effect from 22nd April 2006.
28
Corporate Governance Report (Contd.)
Investors’ Grievance Committee Report:
The Committee has the mandate to review and redress shareholder grievances and to attend to share transfers. Three
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, 2006 as being 18.26%. 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 10 complaints during the year. There were no complaints pending at the end
of the year. The details of complaints received and resolved and status thereof:
Nature of complaints
Non receipt of share certificates lodged for transfer
Non receipt of Demat credit/Remat certificates
Letter from SEBI/Stock Exchanges
Total
Received
Resolved
5
2
3
10
5
2
3
10
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 the Members, to speed up the procedure of share transfer and providing
better services to the Investors. The Sub-Committee met 31 times during the year 2005-2006. The Sub-Committee oversees
the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of
service to investors.
3. Remuneration Committee
The Board of Directors vide circular resolution dated 28th July 2006 constituted a Remuneration Committee consisting of the
following three Independent Directors:
4.
Sr. No.
Name of the Director
Category
1
Shri Rameshchandra S. Gandhi
Chairman
2
Shri Homi K. Bilpodiwala
Member
3
Shri Harish N. Motiwalla
Member
Committee of Directors
The Board of Directors has at its Meeting held on 22nd April 2006, formed a Committee of Directors with terms of reference
consisting of such matters as may be delegated to the Committee pursuant to the Companies Act, 1956. The Committee
consists of the following Directors:
Sr. No.
1
2
3
5.
Name of the Director
Shri Ashwin S. Dani
Shri Ashok K. Goyal
Shri Hasit A. Dani
Category
Chairman
Member
Member
Details of Remuneration paid to Directors, for the year ended March 31, 2006
No remuneration has been paid to the Executive Director. The remuneration payable to “Resident Non-Executive Independent
Directors” is as follows:
Sr. No.
1
2
3
Name of the Director
Shri Rameshchandra S. Gandhi
Shri Homi K. Bilpodiwala
Shri Harish N. Motiwalla
Total
Remuneration payable (Rs.’000)
170
105
85
360
All Directors except the Managing Director were paid sitting fees of Rs.5 Thousand for attending each of the Board Meetings
of the Company. The Audit Committee members were paid sitting fees of Rs.5 Thousand for attending each of the Meetings
of the Audit Committee.
29
Corporate Governance Report (Contd.)
D. Subsidiary Company
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 Clear Plastics Limited. The minutes of the
Board Meetings of the subsidiary company and the details of significant financial transactions are kept before the Board of
Directors of the Company.
E. Code of Conduct
The Company has adopted a Code of Conduct under revised Clause 49 of the Listing Agreement. The Code of Conduct has
been posted on the website of the Company namely: www.hitechplast.co.in
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 26 th 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.
The Board members and senior management team have affirmed compliance with the code. The declaration dated 24 th July
2006 received from Mr. Ashok K. Goyal, Managing Director in this regard is given below:
“I hereby declare that all Board Members of the Company and senior management personnel have affirmed
compliance with the Code of Conduct for the period from 1st April 2005 to 31st March, 2006.”
Annual General Meeting
Location and time where last three Annual General Meetings were held:
Place
Regd. Office : Sanaswadi, Pune
Regd. Office : Sanaswadi, Pune
Regd. Office : Sanaswadi, Pune
Date
23rd September 2005
26th June 2004
19th July 2003
Time
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 Exchange 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.co.in
(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 2006
30th September 2006
31st December 2006
31st March 2007
Book Closure Date
23rd September 2006
Gut Nos. 939 & 940, Village Sanaswadi,
Taluka Shirur, Pune – 412 208.
11.30 a.m.
Proposed Board Meeting
:
:
:
:
:
End of July 2006
End of October 2006
End of January 2007
End of June 2007
16th September 2006 to 23rd September 2006
(both days inclusive)
A final Dividend of Rs 0.80 per share has been recommended on 27th May 2006 and, subject to approval from the shareholders
at the AGM, will be paid on or after 23rd September 2006.
30
Corporate Governance Report (Contd.)
The Company’s shares are listed on BSE Limited, Mumbai and code assigned to your Company’s shares at BSE Limited is
526217.
The following table gives monthly high and low prices of your Company’s shares at BSE Limited for the year ended 31st March
2006:
Month
Apr05
May05
Jun05
Jul05
Aug05
Sep05
Oct05
Nov05
Dec05
Jan06 Feb06
Mar06
High
Low
34.50
29.00
44.90
30.00
51.00
37.50
53.50
43.00
46.90
37.50
45.95
37.25
40.00
32.75
40.85
35.20
51.85
35.55
61.15 57.40
48.40 46.25
55.95
43.50
Note: High and low are rupees per traded share.
Distribution of shareholding by number of shares held, as on 31st March 2006:
Share holding of nominal value of
Share holders
Rs.
Upto
Number
Number of Share
% to total
Number
% to total
-
5,000
5902
93.1940
758381
6.3740
5,001
-
10,000
145
2.2900
126302
1.0620
10,001
-
20,000
73
1.1530
117096
0.9840
20,001
-
30,000
44
0.6950
116334
0.9780
30,001
-
40,000
20
0.3160
73191
0.6150
40,001
-
50,000
52
0.8210
255612
2.1490
50,001
-
1,00,000
39
0.6150
301972
2.5380
1,00,001
and
above
Total
58
0.9160
10148107
85.3000
6333
100.0000
11,896,995
100.0000
Distribution of shareholding as on 31st March 2006:
Sr.No.
Particulars
No. of Shares
% to the total Paid up Share Capital
1
Promoters
8,642,390
72.64
2
Mutual Funds & UTI
1,600
0.01
3
Private Corporate bodies
1,65,848
1.39
4
NRI’s & OCB’s
5
Other Directors & their Relatives
6
Clearing Members
7
Indian Public
Total
590,725
4.96
67,800
0.54
3,464
0.03
2,425,168
20.43
11,896,995
100.00
De-materialisation of shares
The shareholders have the option to hold Hitech Plast’s shares in demat form through the National Securities Depository
Limited (NSDL) or Central Depository Securities (India) Limited (CDSL). The ISIN number allocated to Hitech Plast by NSDL and
CDSL is INE120D01012.
Number of shares in physical and demat form as on 31st March 2006
Particulars
Physical segment
De-mat segment
Total
No. of Shares
9,724,915
2,172,080
11,896,995
% to the total Paid up
Share Capital
81.74
18.26
100.00
Intime Spectrum Registry Limited is the Registrar & Transfer Agent of the Company.
Shareholders, beneficial owners and depository participants (DPs) are requested to send/ deliver the documents/
correspondence relating to the Company’s share transfer activity etc. to Intime Spectrum Registry Limited, Registrar and
Share Transfer Agent of the Company at the following address:
31
Corporate Governance Report (Contd.)
Intime Spectrum Registry Limited
Unit: Hitech Plast Limited
C-13, Pannalal Silk Mills Compound,
LBS Rd., Bhandup (W) Mumbai – 400 078
Tel No. 022 - 25963838
Fax No. 022 - 25946969
Email: isrl@intimespecturm.com
For the benefit of shareholders, documents will also continue to be accepted at the following offices of the Company
HITECH PLAST LIMITED
Gut Nos. 939 & 940,
Village Sanaswadi, Taluka – Shirur,
District - Pune, Maharashtra – 412 208
HITECH PLAST LIMITED
C-130 Solaris-I
Opp. L&T Gate No. 6,
Powai, Mumbai 400 072.
Tel No. 02137 - 252490
Fax No. 02137 - 252889
Email : investor.relations@hitechplast.co.in
Tel No. 022- 4001 6500
Fax No. 022- 2857 4665
Email: corp@hitechplast.co.in
Members are requested to quote their e-mail address, telephone number and full address for prompt reply to their communication.
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
:
F-16, SIPCOT Industrial Park
Kancheepuram, Sri Perumbudur, Tamil Nadu
:
Survey No. 374/1, Village Galonda
Silvassa – Kelvani Road, Silvassa 396230
AUDITORS’ REPORT ON CORPORATE GOVERNANCE TO THE MEMBERS OF HITECH PLAST LIMITED
We have examined the compliance of conditions of Corporate Governance by Hitech Plast Limited for the year ended March 31, 2006 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,
2006.
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
Date
32
: Mumbai
th
: 27 May 2006
H.N. Shah
Partner
M. No. 8152
Corporate Governance Report (Contd.)
ANNEXURES TO THE DIRECTORS’ REPORT
ANNEXURE - II
FORM B
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 2006.
FORM A
2004-2005
Electricity
(a) Purchased:
Units (in ‘000 Kwh)
Total Amount (Rs. In ‘000)
Rate per Unit (Rs.)
(b) Own Generation
Through Diesel Generator
Units (in ‘000 Kwh)
Units/ litre of Diesel Oil
Per unit cost of Diesel (Rs.)
1. Specific areas in which R & D carried out by the Company
Your Company invests in software for the design cell to
develop new moulds for newer applications.
2. Benefits derived as a result of the above R & D
The product line meets the ever-evolving customers’
needs with wide range of products for various applications.
A. Particulars with respect to conservation of energy
2005-2006
A . Particulars with respect to Technology Absorption:
Research and Development (R & D)
3. Future plan of action
It shall always embark upon developing new products.
4. Expenditure on R & D
7,071
24,149
3.42
6,337
21,671
3.42
478
2.92
10.80
525
2.82
9.53
B. Consumption per unit of production:
The Company manufactures wide variety of products.
These products pass through various processes/
operations before reaching the final stage. It is therefore
not feasible to work out consumption per unit of
production.
Some significant Energy conservation measures
implemented in the recent past are:
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.
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.
Impact of energy conservation measures: The impact of above will result in savings in terms of
energy cost.
(a)
(b)
(c)
(d)
Capital
Recurring
Total
Total R & D expenditure as a
% of turnover
—
2839 Thousand
2839 Thousand
0.44%
B. Technology absorption, adaptation and innovation:
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)
(b)
(c)
(d)
Technology imported
Year of Import
Has technology been fully absorbed
If not fully absorbed, areas where this
has not taken place, reasons therefore
and future plans of action
NA
NA
NA
NA
C . Foreign exchange earnings and outgo:
Particulars with regard to foreign exchange earnings and
outgo appear at note no.9 of Schedule “Q”.
FOR AND ON BEHALF OF THE BOARD
Place
Date
:
:
Mumbai
29th July 2006
ASHWIN S. DANI
Chairman
33
Hitech Plast Limited
AUDITORS’ REPORT TO THE MEMBERS OF HITECH PLAST LIMITED
We have audited the attached Balance Sheet of Hitech Plast Limited as at 31st March 2006, 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 2006 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 2006;
(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
34
:
:
Mumbai
th
27 May, 2006
H. N. SHAH
Partner
M. No. 8152
Hitech Plast Limited
ANNEXURE REFERRED IN PARAGRAPH 3 OF THE AUDITORS’ REPORT TO THE MEMBERS OF HITECH PLAST LIMITED FOR
THE YEAR ENDED 31ST MARCH 2006
1
(a) The Company has maintained proper records showing full
particulars including quantitative details and location of the
Fixed Assets.
(b) 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.
(c) The Company has not disposed of substantial part of fixed
assets during the year.
2
and 58AA or any other relevant provisions of the Companies
Act, 1956 and the rules framed there under.
7
In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8
We are informed that the maintenance of cost records has
not been prescribed by the Central Government under
Section 209(1)(d) of the Companies Act, 1956, in respect of
the Company’s products.
9
(a) 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.
(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.
(c) 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.
3
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 Report) 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.
(d) The Company is regular in paying principal amount and
interest on the loans accepted by them.
16
The term loans obtained during the year are applied for the
purpose for which it was obtained.
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.
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.
(a) 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.
20
The Company has not raised any money by way of public
issue during the year.
(b) 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.
6
The Company has not incurred cash loss in the current year
and in the immediately preceding financial year and there are
no accumulated losses in the balance sheet as on 31/3/2006.
11
(c) The rate of interest & other terms & conditions of loans
taken by the Company are prima facie not prejudicial to the
interest of the Company.
5
10
(a) 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.
(b) The Company has accepted loans from 7 parties amounting
to Rs. 1.5 crores and has total outstanding loans from 11
parties amounting to Rs. 7.72 crores from the parties covered
in the register maintained under Section 301 of the Companies
Act, 1956.
4
(b) There are no disputed dues to be deposited at various
forums.
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
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
th
Date : 27 May, 2006
H. N. SHAH
Partner
M. No. 8152
35
Hitech Plast Limited
BALANCE SHEET AS AT 31st MARCH 2006
Schedules
As At
31.03.2006
As At
31.03.2005
(Rs.in ‘000)
(Rs.in ‘000)
118,970
118,970
FUNDS EMPLOYED
SHAREHOLDERS’ FUNDS
Share Capital
A
Reserves & Surplus
B
LOANS
58,981
11,600
177,951
130,570
101,933
76,982
C
Secured Loans
Unsecured Loans
111,156
88,792
213,089
165,774
802
-
391,842
296,344
Gross Block
380,631
249,768
Less : Depreciation
238,046
163,849
Net Block
142,585
85,919
DEFERRED TAX Liability (Net)
TOTAL
APPLICATION OF FUNDS
FIXED ASSETS
D
Capital Work in Progress
INVESTMENTS
4,395
4,616
146,980
90,535
82,147
95,040
-
2,602
221
85
E
DEFERRED TAX ASSETS (NET)
CURRENTS ASSETS, LOANS AND ADVANCES
F
Interest accrued
Inventories
66,991
40,366
108,775
61,436
Cash and Bank Balances
11,158
13,258
Loans and Advances
85,092
46,494
272,237
161,639
109,522
58,919
162,715
102,720
-
5,447
391,842
296,344
Sundry debtors
Less : CURRENT LIABILITIES AND PROVISIONS
G
NET CURRENT ASSETS
PROFIT AND LOSS ACCOUNT
TOTAL
Accounting Policies
P
Notes on Accounts
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
M. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
36
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Hitech Plast Limited
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2006
For the Year Ended
Schedules
For the Year Ended
31.03.2006
31.03.2005
(Rs.in ‘000)
(Rs.in ‘000)
774,218
370
774,588
128,416
646,172
3,567
1,085
451,099
821
451,920
76,100
375,820
11,544
(397)
650,824
386,967
J
K
L
M
333,363
79,708
46,468
55,346
168,238
63,891
31,675
38,225
TOTAL
514,885
302,029
GROSS PROFIT BEFORE INTEREST, DEPRECIATION & TAX
Less: Interest and Financing Charges
N
135,939
23,841
84,938
10,743
112,098
35,513
74,195
39,396
76,585
22,516
2,524
814
50,731
50,731
(5,447)
16,354
61,638
34,799
4,500
5,799
24,500
97
24,597
(30,044)
(5,447)
10,541
1,478
1,963
275
25,100
22,281
61,638
(5,447)
(5,447)
4.05
2.06
INCOME
Sales :
Domestic
Export
Total Gross Sales
Less : Excise Duty Paid
Net Sales
Other Income
Variation in Stocks
H
I
TOTAL
EXPENDITURE
Materials Consumed
Manufacturing Expenses
Employees’ remuneration and benefits
Administrative and Selling Expenses
PROFIT BEFORE DEPRECIATION AND TAX
Less : Depreciation [Refer Note No. 11 of Schedule - Q]
PROFIT BEFORE TAX
Less : Provision for Tax
Provision for Tax (Deferred Tax)
Provision for Fringe Benefit Tax
PROFIT FOR THE YEAR
Prior period adjustment
NET PROFIT
Previous year balance brought forward
P&L Balance of Multitech on Amalgamation
Amount Available for Appropiations
Appropriations
Dividend :
Proposed Dividend on Equity Shares
Tax on Dividend
Proposed Dividend on Preference Shares
Tax on Dividend
Transfer to Capital Redemption Reserve
Balance carried to Balance Sheet
Earning Per Share [Refer Note No. 18 of Schedule - Q]
Basic & 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
M. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
37
Hitech Plast Limited
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31st MARCH, 2006
[PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT]
A.
2005-2006
(Rs. in ‘000)
2004-2005
(Rs. in ‘000)
76,585
34,799
35,513
(31)
23,841
(477)
135,431
39,396
34
10,743
(486)
84,486
11,773
37,750
(7,134)
(2,395)
(261)
(14,679)
(3,283)
4,398
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax and Extra-ordinary Item
Adjustments for :
Depreciation
Loss/(Profit) on Sale of Assets
Interest Expense
Interest income
Operating Profit before working capital changes
Adjustments for :
Trade Receivables
Other Receivables
Inventories
Trade Payables
Cash Generated from Operations
B.
C.
175,425
70,661
FBT and Income Tax Paid
Add : Extra ordinary items
Net Cash Flow from Operations
(20,993)
154,432
(2,655)
97
68,103
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets
Sale of Fixed Assets
Interest Received
Purchase of Investments
Cash inflow on Amalgamation
Net Cash used in Investing Activities
(60,315)
80
361
1,464
(58,410)
(29,558)
1,100
479
(50,005)
(77,984)
CASH FLOW FROM FINANCING ACTIVITIES
Redemption of Preference Share 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
(25,100)
115,075
(161,324)
376
(2,503)
(2,576)
(22,070)
(42,000)
(28,699)
31,750
57,506
(2,960)
(10,616)
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)
(98,122)
4,981
(2,100)
13,258
11,158
(4,900)
18,158
13,258
Note: Cash and Cash Equivalents at the end of the period include Term Deposits with Banks of
Rs. 57,94,556/- (Previous Year - Rs. 42,42,056/-).
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
M. No. 8152
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
Place : Mumbai
Date : 27th May, 2006
38
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
Hitech Plast Limited
SCHEDULES FORMING PART OF THE ACCOUNTS
As At
As At
31.03.2006
31.03.2005
(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
TOTAL
10,000
10,000
200,000
200,000
118,970
118,970
ISSUED, SUBSCRIBED AND FULLY PAID UP:
11,896,995 Equity Shares of Rs.10/- each fully paid (Previous Year 11,896,995)
[Out of above 2,896,995 Equity Shares of Rs 10/- each issued as fully
paid, pursuant to the Scheme of Amalgamation of Plastic & Precision
Machinefabrik Limited, without payment received in cash.]
9% Cumulative Redeemable Preference Shares of Rs. 10/each fully paid (on account of amalgamation of Multitech
Plast Containers Limited)
Rs. 25,100,000
Less : Redeemed during the year
Rs. 25,100,000
TOTAL
-
-
118,970
118,970
2,500
25,100
9,100
2,500
9,100
22,281
58,981
11,600
31,070
1,146
25,765
38,574
45,098
101,933
37,262
76,982
78,234
63,252
11,436
16,682
28,118
4,804
111,156
12,005
9,113
21,118
4,422
88,792
213,089
165,774
SCHEDULE “B” : RESERVES & SURPLUS
Capital Subsidy
Capital Redemption Reserve
Share Premium
General Reserve
As per Last Balance Sheet
Add : Transfer from Profit and Loss Account
TOTAL
22,281
SCHEDULE “C” : SECURED AND UNSECURED LOANS
SECURED LOANS:
Term Loans from Bank / Corporate Bodies
(Payable within 1 year Rs. 11,400,000/-, Previous year Rs. 1,145,841/-)
Term Loans from Bank ( FCNRB)
(Payable within 1 year Rs. 12,200,000/-, Previous year Rs. 12,400,000/-)
Bank Cash Credit
UNSECURED LOANS:
Loans and deposits from Corporate Bodies
(Payable within 1 year Rs. 1,000,000/-, Previous year Rs. 1,000,000/-)
Fixed Deposits
- Maturity on or before 1 Year
- Maturity after 1 Year
Sales Tax - Deferral Loan
TOTAL
[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.]
39
Hitech Plast Limited
SCHEDULES FORMING PART OF THE ACCOUNTS : (Continued)
(Rupees in ‘000)
SCHEDULE “D”: FIXED ASSETS
PARTICULARS
GROSS BLOCK
As at
Acquired Additions
01.04.2005
on
during the
amalgamation
Year
Tangible Assets :
Freehold Land
Leasehold Land
Building
Mould
Plant & Machinery
Furniture
Office Equipment
Vehicle
Intangible Assets :
Technical Know-how
Computer Software
Goodwill on amalgamation
TOTAL
Previous Year
DEPRECIATION
Deductions
during the
Year
Total as at
Up to
Acquired
31.03.2006 31.03.2005
on
amalgamation
Additions /
Amortization
during the Year
NET BLOCK
Deductions Total as at
As at
during the 31.03.2006 31.03.2006
Year
As at
31.03.2005
9,131
35,163
37,745
149,637
4,075
5,497
6,273
13,411
43,809
2,014
1,628
1,702
1,450
20,029
5,925
40,474
278
929
673
818
8,534
-
9,131
1,450
55,192
56,263
225,386
6,367
8,054
8,648
21,091
29,953
102,855
2,293
3,781
2,306
8,754
24,419
620
792
909
15
1,955
6,169
23,298
597
763
1,343
167
1,073
-
15
23,046
44,709
149,499
3,510
5,336
4,558
9,131
1,435
32,146
11,554
75,887
2,857
2,718
4,090
9,131
14,072
7,792
46,782
1,782
1,716
3,967
2,247
249,768
226,287
5,000
67,564
-
2,893
72,651
26,690
9,352
3,209
5,000
2,247
2,893
380,631
249,768
1,570
163,849
126,527
4,430
39,924
-
570
225
578
35,513
39,396
1,240
2,074
5,000
1,795
578
238,046
163,849
452
2,315
142,585
85,919
67 7
85,919
-
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 companies
—
Equity Shares of Rs. 10/- each fully paid-up in Multitech Plast Containers Ltd.
(Previous Year 1,000,000)
996,000 Equity Shares of Rs.10/- each fully paid-up in Clear Plastics Ltd.
(Previous Year 996,000)
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.
AND ADVANCES : (Unsecured, considered good)
Loans to Staff
Balances with Customs, Central Excise etc.
Sundry deposits
Advances recoverable in cash or kind
Loans to wholly owned Subsidiary
Advance Payments of Taxes (Tds & Advance Tax)
TOTAL
40
As At
31.03.2006
As At
31.03.2005
-
12,893
82,147
82,147
82,147
95,040
221
85
1,459
33,093
34,552
14,605
15,567
2,267
66,991
743
17,563
18,306
10,040
9,599
2,421
40,366
6,753
965
7,718
965
6,753
102,022
108,775
1,583
2,021
3,604
2,021
1,583
59,853
61,436
118
5,246
5,794
11,158
94
8,922
4,242
13,258
51
11,013
8,670
9,488
15,484
40,386
85,092
272,237
180
6,173
4,778
16,736
1,500
17,127
46,494
161,639
Hitech Plast Limited
SCHEDULES FORMING PART OF THE ACCOUNTS : (Continued)
SCHEDULE “G”: CURRENT LIABILITIES AND PROVISIONS
LIABILITIES
Sundry Creditors [ Refer Note No. 16 of Schedule Q ]
SSI
Others
Other Liabilities
PROVISIONS :
Proposed dividend on Equity Shares (Including Tax on Dividend)
Proposed dividend on Preference Shares (Including Tax on Dividend)
Provision for Taxation
Provision for Gratuity
Provision for Unutilised Privilege Leave
Other Provisions
TOTAL
SCHEDULE “H” : OTHER INCOME
Interest Received (Gross)
(Tax deducted at source Rs.83,646/-, Previous Year Rs.90,007/-)
Miscellaneous Income
Gain on commutation of Sales Tax Deferral Loan
Sales Tax set off received
Sale of Scrap
Recovery of Provision for Doubtful Debts
Royalty
Designing charges
(Tax deducted Rs.15,621/-, Previous Year - Rs. 40,964/-)
Profit on sale of assets (Net)
Provision no longer payable
TOTAL
SCHEDULE “I” : VARIATION IN STOCKS
STOCK-IN-TRADE (at close)
Finished Goods
Work-in-progress
STOCK-IN-TRADE (at commencement)
Finished Goods
Stock acquired on amalgamation
Work-in-progress
Stock acquired on amalgamation
TOTAL
SCHEDULE “J” : MATERIALS CONSUMED
Materials Consumed:
Opening Stock
Stock acquired on amalgamation
Add : Purchases
Less : Closing Stock
Printing Material Consumed
TOTAL
As At
31.03.2006
(Rs. in ‘000)
As At
31.03.2005
(Rs. in ‘000)
3,763
21,971
25,734
21,581
597
29,313
29,910
8,551
12,019
2,238
42,200
2,228
1,172
2,350
109,522
16,018
2,837
543
1,060
58,919
Year
2005-2006
(Rs. in ’000)
Year
2004-2005
(Rs. in ’000)
477
486
262
481
1,115
801
615
1,381
1,623
700
4,203
1,789
31
400
3,567
747
11,544
14,605
15,567
30,172
10,040
9,599
19,639
10,040
1,841
9,599
7,607
29,087
1,085
9,018
11,018
20,036
(397)
18,306
10,044
339,879
368,229
35,696
332,533
830
333,363
13,609
172,935
186,544
18,306
168,238
168,238
41
Hitech Plast Limited
SCHEDULES FORMING PART OF ACCOUNT : (Continued)
Year
2005-2006
(Rs. in ‘000)
Year
2004-2005
(Rs. in ‘000)
22,115
29,788
1,026
7,172
11,699
21,546
21,912
1,125
5,231
8,641
800
5,009
2,099
7,908
79,708
1,204
2,638
1,594
5,436
63,891
SCHEDULE “L” : EMPLOYEES’ REMUNERATION AND BENEFITS
Salaries, Wages, allowances and other benefits
Staff Welfare Expenses
Contribution to Provident Fund
Gratuity
TOTAL
38,805
4,550
2,508
605
46,468
25,865
3,544
1,818
448
31,675
SCHEDULE “M” : ADMINISTRATIVE AND SELLING EXPENSES
Freight and Transport Charges
Rent
Rates and Taxes
Insurance
Security Charges
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
Commission to Non Executive Directors
Provision for Doubtful Debts
Bad Debts
TOTAL
21,760
4,620
1,720
1,408
1,381
1,207
2,623
5,124
14,518
227
508
250
55,346
11,610
1,431
1,489
1,089
1,283
954
1,964
4,023
11,054
34
147
261
2,021
865
38,225
SCHEDULE “N” : INTEREST AND FINANCING CHARGES
Interest on Term Loans (Net)
Interest on Cash Credit
Other Financing Charges / Interest on ICD
Bank Charges
TOTAL
4,208
4,938
13,826
869
23,841
3,848
1,560
4,830
505
10,743
SCHEDULE “K” : MANUFACTURING EXPENSES
Processing Charges
Water, Power and Fuel
Mould Rent
Material Handling Charges
Stores & Spares Consumed
Repairs & Maintenance - to Building
- to Plant and Machinery
- Other Assets
TOTAL
42
Hitech Plast 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 cost of
qualifying assets.
3.
Depreciation:
Depreciation is provided on all assets under written down value 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. Goodwill on amalgamation
is amortised over a period of five years. The balance amount of technical know-how fees is fully amortised.
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.
Transactions 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 on accrual basis. Liability for Gratuity and
Leave encashment benefits are charged to Profit and Loss account on the basis of actuarial valuation.
8.
Taxes on Income:
Provision for current tax is computed as per ‘Total Income’ returnable basis under the Income Tax Act, 1961, taking into
account available deductions and exemptions. Deferred tax is recognised for all timing differences being the differences
between taxable income and accounting income that originate in one period and are capable of reversal in one or more
subsequent periods.
9.
Proposed Dividend:
Dividend proposed by the Board of Directors is for in the accounts, pending approval at the Annual General Meeting.
43
Hitech Plast Limited
SCHEDULE “Q”: NOTES ON ACCOUNTS:
1.
2.
3.
4.
5.
8.
-
678
2,080
95,847
1,740
41,033
200
60
15
233
150
30
6
57
9000.00
4850.00
5574.72
606.83
3086.82
943.47
Quantity MT
Value Rs. Thousand
114.27
11,880
109.42
9,019
Quantity MT
Value Rs. Thousand
Quantity MT
Value Rs. Thousand
124.56
14,605
5913.00
646,171
94.41
10,040
3134.00
375,820
Quantity MT
Value Rs. Thousand
Value Rs. Thousand
Value Rs. Thousand
5369.54
265,919
67,444
333,363
2350.03
134,734
33,504
168,238
49,920
115
2,820
166
Production
Item : Containers
Installed Capacity (in MT)
Production (in MT)
a) In-house #
b) Contract Process
Capacities are expressed in terms of triple shift working
[ # Including 746.963 MT on "Conversion basis"
(Previous Year 1494.525 MT) ]
Stock of Finished Goods & Turnover :
Opening Stock
(includes stock acquired on amalgamation of
Multitech) (Qty. 19.86 MT, Value Rs. 1840.48 Thousand)
Closing Stock
Materials Consumed:
a . Plastic Resins & Master Batch
b. Others (Lot)
TOTAL
7.
2004-2005
(Rs.in ‘000)
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)Bills discounted
Auditors' Remuneration:
(a)Audit Fees
(b)Tax Audit Fees
(c) Out of Pocket Expenses
(d)Fees for Other Services
Turnover
6.
2005-2006
(Rs. in ‘000)
CIF value of Direct Imports:
a . Raw Materials
b. Others
Value of Imported and Indigenous raw materials and spares consumed and Percentage of each to total consumption :
2005-2006
(Rs. in ‘000)
% to Total
a.
Raw materials :
Direct Imports
b.
54,854
16.45
1,744
1.03
Others
278,509
83.55
166,494
98.97
TOTAL
333,363
100.00
168,238
100.00
Stores and Spares :
Direct Imports
44
2004-2005
(Rs. in ‘000)
% to Total
140
1.20
322
3.73
Others
11,559
98.80
8,320
96.27
TOTAL
11,699
100.00
8,642
100.00
Hitech Plast Limited
9.
2005-2006
(Rs. in ‘000)
2004-2005
(Rs. in ‘000)
NIL
821
58
503
Earning/Expenditure in Foreign Currency
Earnings :
F.O.B. Value of Exports
Expenditure :
Foreign Travel
10. Computation of the Profit for year ended 31st March, 2006 under Section 349 of the Companies Act, 1956.
31.03.2006
31.03.2005
(Rs. in ‘000)
(Rs. in ‘000)
Net Profit as per Profit & Loss Account
Add:
Provision for Taxation
Provision for Deferred tax
Provision for FBT
Managerial remuneration/Sitting fees
Total
Less: Profit on sale of assets
Reversal of Provision for Doubtful Debt
Profit under Section 198 of the Companies Act, 1956
Commission to non promoter, non executive, independent, resident directors
Subject to ceiling of 1% of profit as computed above
Paid / Payable
50,731
24,597
22,516
2,524
814
477
77,062
31
1,115
75,916
4,500
5,799
147
35,043
35,043
759
250
-
11. The Company had changed the method of charging depreciation on plant and machinery and moulds in 2003-2004 from
straight-line method to written down value method as per rates specified in Schedule XIV of the Companies Act, 1956. The
Company had in 2004-2005, changed the method of charging depreciation with respect to 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 charged in previous year was higher by Rs.17,730 Thousand and to that extent the aggregate profits, the
fixed assets of the Company as well as reserves were lower.
12. The Deferred Tax Asset/(Liability) comprises of tax effect of timing differences, carried forward business losses and
unabsorbed depreciation as shown below:
31st March 2006
(Rs. in ‘000)
A. Deferred Tax Assets
1. Carried forward business losses and Unabsorbed Depreciation
2. Expenses allowable for tax purposes on payment basis
1650
31st March 2005
(Rs. in ‘000)
585
1,650
585
As per the provisions of the Income-tax Act, 1961
2,452
(1,137)
Deferred Tax Asset / (Liability)
(802)
1,722*
B. Deferred Tax Liability
Fixed Assets excess net block over written down value
* Rs. 880 Thousand representing deferred tax liability of erstwhile Multitech Plast Containers Limited books adjusted in 2004-05.
13. Multitech Plast Containers Limited (MPCL), a 100% subsidiary of the Company was amalgamated with the Company from 1st
April 2005, vide the Order of the Hon’ble High Court of Bombay, dated 28th October 2005, in terms of the Scheme of
Amalgamation (Scheme). Consequently, the figures for the year ended 31st March 2006, include the financial results of
MPCL. Therefore, the figures for the corresponding previous year are not strictly, comparable.
14. In accordance with the Scheme of Amalgamation, sanctioned by Order dated 28th October 2005 of Hon’ble High Court of
Bombay, of erstwhile Multitech Plast Containers Limited (MPCL), a 100% subsidiary of the Company, (a) the assets, liabilities,
rights and obligations of MPCL have been vested in the Company, with effect from 1st April 2005 and have been recorded
at their respective fair values under the pooling of interest method of accounting of amalgamation; (b) Excess of fair value
45
Hitech Plast Limited
of net assets taken over by the Company over the paid up value of equity shares allotted has been dealt with as under:
(Rs. in ‘000)
(i) Fair Value of assets
Net Current Assets
Total
Less: Deferred Tax Liability
Loans
28,799
41,363
70,162
880
17,827
18,707
51,455
FAIR VALUE OF NET ASSETS TAKEN OVER
Less: Cancellation of Investments in the Company
Preference share capital
Reserve & surplus
12,893
25,100
16,355
54,348
2,893
GOODWILL ARISING ON AMALGAMATION
(ii) Net Cash Inflow /Outflow on Amalgamation of Subsidiary
A.
Cost of Investment
B.
Assets taken over
Fixed Assets
Net Current Assets
Goodwill
Loan
Deferred Tax Liability
Preference Shares
Reserve & Surplus
CASH INFLOW ON ACQUISITION (A-B)
(Rs. in ‘000)
12,893
28,799
39,899
2,893
(17,827)
(880)
(25,100)
(16,355)
11,429
1,464
15. Erstwhile Multitech Plast Containers Limited, 100% subsidiary of the Company had allotted Preference Shares of Rs. 10/each fully paid-up as under:
Sr. No.
A
Class of Preference Shares
9% Cumulative Redeemable Preference Shares
Date of Allotment Date of Redemption Amount (Rs. in ‘000)
01-12-1999
13-02-2006
15,100
12-05-2000
13-02-2006
10,000
Total
25,100
During the year, the Company redeemed 2,510,000 Preference Shares of Rs.10/- each, pursuant to Section 80 of the
Companies Act, 1956, out of the profits of the Company. Pursuant to Section 80 (d), Capital Redemption Reserve has been
created for a sum equal to the amount of 9% Cumulative Redeemable Preference Shares aggregating to Rs.25,100
Thousand, out of profits which would otherwise be available for dividend.
16. 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.
17. Information on Related Party Transactions as required by Accounting Standard -18 is 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 Limited
Asian Paints (Nepal) Pvt. Ltd.
SC Dani Research Foundation Ltd.
46
(ii)
Subsidiary of the Company
Clear Plastics Limited
(iii)
Directors
Mr. Ashwin S. Dani
Mr. Ashok K. Goyal
Mr. Jalaj A. Dani
Mr. Hasit A. Dani
Hitech Plast Limited
2. Related Party Transactions for the year 2005-06 and 2004-05 :
Particulars
Companies over which
Directors have controlling
interest
2005-06
Sales
Services rendered
- Royalty
- Conversion
- Other Income
Purchases of Fixed Assets
Sales of Goods
Services received
Redemption of Pref. Shares
Inter Corporate Deposits Received
Inter Corporate Deposits Repaid/Given
Interest Paid
Interest received
Sitting Fees
Balance Payable at Year End –Loan
Balance Receivable for Goods & services
Balance Payable for Goods & services
Balance Receivable – Loan
18.
(Rs. in ‘000)
2004-05
338,225
Subsidiary of
the Company
2005-06
Directors of the
Company
2004-05
2005-06
2004-05
75
59
82,269
4,203
38,555
630
47,507
1,189
6,000
25,100
15,000
3,841
635
598
424
209
75,355
13,355
13,984
5,437
1,109
19,936
3,728
5,188
143
77,211
29,325
62,000
10,005
653
1,880
708
15,483
65
5,192
1,500
Earning Per Share, as required by Accounting Standard -20 is given below :
Particulars
Unit
2005-2006
2004-2005
Basic & Diluted Earning Per Share
Amount used as the numerator
Profit After Taxation
Less: Pref. Dividend & Dividend Tax
Rs. In ‘000
Rs. In ‘000
50,730
2,576
48,154
24,597
—
24,597
Weighted Average number of Equity Shares
Used as the denominator
Nominal value of Equity Shares
Nos.
Rs. In ‘000
11,896,995
11,897
11,896,995
11,897
Rs.
4.05
2.06
Basic & Diluted EPS
19. 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 on segment reporting the capital employed in the
reportable segment was Rs.391,842 Thousand as on 31st March 2006 (Rs. 288,295 Thousand as on 31st March 2005).
20. 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
M. No. 8152
Place : Mumbai
Date : 27th May, 2006
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Place : Mumbai
Date : 27th May, 2006
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. 9,960 Thousand in Clear Plastics Limited.
2. No part of the net profit of Rs. 3,206 Thousand for the current financial year and aggregate net profit of Rs. (6,244)
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 : 27th May, 2006
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
47
Hitech Plast 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
State Code
3
2
0
Date
Month
II. Capital raised during the year (Amount in Rs. Thousands):
0
1
6
Year
Public Issue
N
I
Right Issue
L
N
Bonus Issue
N
I
1
I
L
Private Placement
L
N
I
L
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands):
Total Liabilities
3
9
1
Total Assets
8
4
2
3
9
1
8
4
2
9
8
1
1
5
6
1
4
7
Sources of Funds
Paid-Up Capital
1
1
8
Reserves & Surplus
9
7
0
5
Secured Loans
1
0
1
8
Unsecured Loans
9
3
3
1
1
1
Application of Funds
Net Fixed Assets
1
4
6
Investments
9
8
0
8
Net Current Assets
1
6
2
Misc. Expenditure
7
1
5
N
Accumulated Losses
N
I
+
–
7
L
L
4
5
8
6
5
8
8
6
+
–
.
9
5
0
0
2)
0
0
3
8
Profit / (Loss) After Tax
5
Earning Per Share in Rs.
4
(8
Total Expenditure
Profit / (Loss) Before Tax
7
I
Deferred Tax Asset (Net) / (Liability)
IV. Performance of the Company (Amount in Rs. Thousands)
Turnover
7
2
0
7
3
1
0
%
Dividend Rate %
5
8
.
0
V. Generic Names of Principal Products/Services of the Company (as per monetary terms)
Item Code No.
(ITC Code)
Product Description
3
9
2
3
9
0
0
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 : 27th May, 2006
48
Ramesh S. Gandhi
Director &
Chairman of Audit Committee
Ashok K. Goyal
Managing Director
Rahul S. Bhandari
Asst. Company Secretary
HITECH PLAST LIMITED
REGISTERED OFFICE:
GUT NOS. 939 & 940, VILLAGE SANASWADI, TAL. SHIRUR, DIST. PUNE, MAHARASHTRA – 412 208
FIFTEENTH 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 FIFTEENTH ANNUAL GENERAL MEETING of the Company being held on
Saturday, the 23rd day of September 2006, 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.
A Member/Proxy attending the Meeting must complete this Attendance slip and hand it over at the entrance.
2.
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
REGISTERED OFFICE:
GUT NOS. 939 & 940, VILLAGE SANASWADI, TAL. SHIRUR, DIST. PUNE, MAHARASHTRA - 412 208
FIFTEENTH 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 Fifteenth Annual General Meeting of the Company to be held on
Saturday, the 23rd day of September 2006, and at any adjournment thereof.
Signed this ................................................... day of . ..................................................... 2006.
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.