th...211, anand estate, sane guruji marg, chinchpokli west, mumbai 400011 tel. no. 022-23075308...

45TH ANNUAL REPORT

TEXPPLAST INDUSTRIES LIMITED CIN: L27100MH1970PLC014933

Regd. Off.: Gut No 39/40 village Nehroli, Taluka Wada, Thane-421312, Maharashtra

Corp. Off.: 211, Anand Estate, Sane Guruji Marg, Chinchpokli West, Mumbai 400011

Tel. No. 022-23075308 E-mail: [email protected] Website: www.texplast.com

2015-16

mailto:[email protected]://www.texplast.com/

TEXPLAST INDUSTRIES LTD. 45TH ANNUAL REPORT 2015-16

COMPANY INFORMATION

TEXPLAST INDUSTRIES LIMITED CIN: L27100MH1970PLC014933

BOARD OF DIRECTORS: Mr. SUKUMAR NANDLAL SHAH, Managing Director

Mr. SANDEEP KUMAR SAHU, Director

Mr. SUNIL PREMSHANKAR TRIPATHI, Director

Mr. ANUPKUMAR MURARILAL JHUNJHUNWALA, Add. Independent Director (w.e.f. 30/04/2016)

Mr. MILAN MADAN GUPTA, Add. Independent Director (w.e.f. 30/04/2016)

COMPLIANCE OFFICER: Mr. SUKUMAR NANDLAL SHAH

STATUTORY AUDITORS: M/s. P. C. Rathi & Co., Chartered Accountant, Ranchod Bhavan, 4th Floor, Cavel Cross No.4, Kalbadevi Road, Mumbai – 400 002

BANKERS: Bank of Baroda, Marin Lines, Mumbai State Bank of India, Jacob Circle, Mumbai

REGISTRAR & TRANSFER AGENT: Universal Capital Securities Pvt. Ltd.21/25 Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai - 400093

REGISTER OFFICE: Gut no 39/40 Village Nehroli, Taluka Wada, Thne Maharashtra - 421312 Email Id:[email protected]; Website: www.texplast.com;

CORPORATE OFFICE: 211, Anand Estate, Sane Guruji Marg, Chinchpokli West, Mumbai 400011 Email Id:[email protected]; Website: www.texplast.com; Tel. No. 022-23075308

LISTED ON STOCK EXCHANGE: Bombay Stock Exchange Limited

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http://www.texplast.com/http://www.texplast.com/


CONTENTS:

NOTICE

DIRECTOR’S REPORT

MANAGEMENT DISCUSSION & ANALYSIS

EXTRACT OF ANNUAL RETURN

SECRETARIAL AUDIT REPORT

REPORT ON CORPORATE GOVERNANCE

CERTIFICATE ON CORPORATE GOVERNANCE

CFO CERTIFICATE

AUDITOR’S REPORT

BALANCE SHEET

PROFIT & LOSS ACCOUNT

SCHEDULES & NOTES TO ACCOUNTS

CASH FLOW STATEMENT

PROXY FORM, ATTENDANCE SLIP & UPDATION FORM

45TH

ANNUAL REPORT

FINANCIAL YEAR

2015-16

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT 45TH ANNUAL GENERAL MEETING OF THE MEMBERS OF TEXPLAST INDUSTRIES LIMITEDWILL BE HELD ON FRIDAY THE 30TH SEPTEMBER, 2016 AT 4:00 P. M. AT CORPORATE OFFICE ADDRESS AT 211, ANAND ESTATE, SANE GURUJI MARG, CHINCHPOKLI WEST, MUMBAI 400011, TO TRANSACT THE FOLLOWING:

ORDINARY BUSINESS:

ITEM NO. 1 To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon.

ITEM NO. 2 To ratify the appointment of M/s. P. C. Rathi & Co., Chartered Accountants, Mumbai (FRN – 111799W) as a Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, including any amendment, modification, or variation thereof, the Company hereby ratifies the appointment of M/s. P. C. RATHI & Co., Chartered Accountants, Mumbai (FRN – 111799W), as Statutory Auditors of the Company to hold office from the conclusion of this 45th Annual General Meeting (AGM) till the conclusion of the 46th Annual General Meeting to be held in the year 2017, to examine and audit the accounts of the Company for the Financial Year 2016-17 at such remuneration as may be mutually agreed between the Board of Directors and the Auditors.

SPECIAL BUSINESS:

ITEM NO. 3 To appoint Mr. Milan M. Gupta (DIN: 07545608) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT subject to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under (including any statutory modification(s) or re-enactment thereof and any rules made there under, for the time being in force) and Clause 49 of the Listing Agreement and pursuant to provisions of Articles of Associations of the Company and subject to such other approvals as may be required, Mr. Milan M. Gupta (DIN: 07545608) who was appointed as an Additional Director (Independent Director) of the Company by the Board in its meeting held on 30th April, 2016 in terms of Section 161(1) of the Act and whose term of office expires at the ensuing annual general meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director to appoint as Independent Director for a term of 5 years in this AGM, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years i.e. up to 50th Annual General Meeting of the Company will be held in Calendar, Year 2021".

RESOLVED FURTHER THAT Board of Directors be and are hereby authorized to take all the necessary actions and file all the forms as may be required in this regard."

ITEM NO. 4 To appoint Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

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“RESOLVED THAT subject to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the rules made there under (including any statutory modification(s) or re-enactment thereof and any rules made there under, for the time being in force) and Clause 49 of the Listing Agreement and pursuant to provisions of Articles of Associations of the Company and subject to such other approvals as may be required, Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) who was appointed as an Additional Director (Independent Director) of the Company by the Board in its meeting held on 30th April, 2016 in terms of Section 161(1) of the Act and whose term of office expires at the ensuing annual general meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director to appoint as Independent Director for a term of 5 years in this AGM, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years i.e. up to 50th Annual General Meeting of the Company will be held in Calendar, Year 2021".

RESOLVED FURTHER THAT Board of Directors be and are hereby authorized to take all the necessary actions and file all the forms as may be required in this regard."

Place: Mumbai

Date: 31st August, 2016

Regd. Off.: Gut No 39/40 Village Nehroli Taluka, Wada Thane – 421312

By order of the Board For TEXPLAST INDUSTRIES LIMITED

Sd/-

Sukumar Nandlal Shah (Managing Director)

Din: 00202546

NOTES TO THE NOTICE:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF / HERSELF, AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of not

exceeding fifty (50) members and holding in aggregate not more than ten (10) percent of the total share capital

of the Company.

2. Corporate members intending to send their authorized representatives to attend the meeting are

requested to send a certified copy of the Board resolution to the Company, authorizing their representative to

attend and vote on their behalf at the meeting.

3. The instrument appointing the proxy, duly completed, must be deposited at the Company's registered

office not less than 48 hours before the commencement of the meeting. A proxy form for the AGM is enclosed.

4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and

ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any

time during the business hours of the Company, provided that not less than three days of notice in writing is

given to the Company.

5. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed

herewith to attend the meeting.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under

Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

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7. The Register of Contracts or Arrangements in which the directors are interested, maintained under

Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

8. Pursuant to Regulation 42 of SEBI (LODR) Requirements Rules, 2015 of the Uniform Listing Agreement

read with section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books will

remain closed from Saturday 24th September, 2016 to Friday 30th September, 2016 (Both days inclusive) for

the purpose of AGM.

9. The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrars and Transfer Agents to record additional details of Members, including their Permanent Account Number details ("PAN"), email address, bank details for payment of dividend, etc. Further, the Securities and Exchange Board of India ("SEBI") has mandated the submission of PAN by every participant in the securities market. Attached ‘Annexure-V’ as Updation of shareholder information.

A form for capturing the above details is appended to this Notice. Members holding shares in physical form are requested to submit the filled in form to the Company or its Registrars and Transfer Agents. Members holding shares in electronic form are requested to submit the details to their respective Depository Participant.

10. Members are requested to notify any correction /change in their name /address including Pin Code

number immediately to the Companies Register/ Depository Participant .In the event of non – availability of

Members latest address either in the Companies records or in Depository Participant's records, members are

likely to miss notice and other valuable correspondence sent by the company.

11. Members are requested to kindly mention their Folio Number/ Client ID Number (in case of demat

shares) in all their correspondence with the Companies Registrar to enable prompt reply to their queries.

12. With a view to using natural resources responsibly, we request shareholders to update their email

address, with their Depository Participants to enable the Company to send communications electronically. The

Annual Report 2015-16 is being sent through electronic mode only to the members whose email addresses are

registered with the Company / Depository Participant(s), unless any member has requested for a physical

copy of the report. For members who have not registered their email addresses, physical copies of the Annual

Report 2015-16 are being sent by the permitted mode.

13. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management

and Administration) Rules, 2014, substituted by Companies (Management and Administration) Amendment,

Rules 2015, and of the Listing Agreement, the Company has provided a facility to the members to exercise

their votes electronically through the electronic voting service facility arranged by National Securities

Depository limited (“NSDL”). Apart from e-facility for voting, through ballot paper, will also be made

available at the AGM and the members attending the AGM who have not already cast their votes by remote e-

voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their

votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes

again. The instructions for e-voting are appended herein below.

14. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent

Account Number (PAN) by every participant in the securities market. Members holding shares in electronic

form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares

in physical form are required to submit their PAN details to the Company.

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15. All documents referred to in the Notice will be available for inspection at the Company's registered

office during normal business hours on working days up to the date of the AGM.

16. The shareholder needs to furnish the 'attendance slip' along with a valid identity proof such as the PAN

card, passport, AADHAR card or driving license, to enter the AGM hall.

17. As per provisions of the Companies Act, 2013, facility for making nominations is available to

INDIVIDUALS holding shares in the Company. The Nomination Form-2B prescribed by the Government can

be obtained from the Share Transfer Agent or may be down loaded from the website of the Ministry of

Company affairs.

THE INSTRUCTIONS FOR E-VOTING ARE AS UNDER:

1. Members whose shareholding is in the dematerialized form and whose email addresses are registered with the Company/Depository Participants(s) will receive an email from NSDL informing the User-ID and Password.

a) Open email and open PDF file; the said PDF file contains your user ID and password/PIN for e-voting. b) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com c) Click on Shareholder – Login. d) Put User ID and password as initial password noted in step (1) above and Click Login. e) Password Change Menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. f) Home page of remote “e-Voting” opens. Click on e-Voting: -- Active Voting Cycles. g) Select “EVEN” of Texplast Industries Limited. h) Now you are ready for “e-Voting” as “Cast Vote” page opens. i) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”, when prompted. j) Upon confirmation, the message “Vote cast successfully” will be displayed. k) Once you have voted on the resolution, you will not be allowed to modify your vote. l) Members can cast their vote online from September 27 2016 (9:00 A.M.) IST till September 29, 2016 (5:00 P.M.) IST. Kindly note that vote once casted cannot be modified. For EVEN, you can log-in any number of times on e-voting platform of NSDL till you have voted on all the resolutions or till the end dmate of voting period. m) E-Voting shall not be allowed beyond said time i.e. September 29, 2016, 5:00 P.M. n) Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at [email protected] with a copy marked to [email protected].

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Kindly note that Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through 'Forgot Password' option available on the site to reset the same.

Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder. You can also update your mobile number and e-mail id in the user profile details of the folio, which may be used for sending future communication(s).

At the Annual General Meeting, at the end of the discussion of the resolutions on which voting is to be held, the Chairman shall with the assistance of the Scrutinizer/representative of scrutinizers order voting for all those members who are present but have not cast their vote electronically using the remote e-voting facility shall be entitled to cast their vote through Ballot Paper.

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https://www.evoting.nsdl.com/mailto:[email protected]:[email protected]


Please note that a Member may participate in the AGM even after exercising his right to vote through Remote E-voting but shall not be allowed to vote again at the venue of the AGM. If a Member casts votes through Remote E-voting and also at the AGM, then voting done through Remote E-voting shall prevail and voting done at the AGM shall be treated as invalid.

Please note that:

a) A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on, 23rd September, 2016 (the “Cut Off Date”) only shall be entitled to entitled to avail the facility of voting, either through remote e-voting or voting at the Annual General Meeting through e-voting or ballot paper. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut Off date.

Persons who have acquired shares and became members of the Company after the dispatch of the notice of AGM and holding shares as on the Cut Off date of 23rd September, 2016, may obtain their user ID and password for Remote E-voting from the Company’s Registrar and Share Transfer Agent (RTA) or NSDL.

All future communications will be sent in electronic form to your registered e-mail address. Please inform the changes, if any, in your e-mail address to your Depository Participant or Registrar and Share Transfer Agent (RTA) of the Company, as the case may be.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990. For any further grievance related to the Remote E-voting, members may contact NSDL at the contact: Ph. No. +91 22 24994600/24994738, Email ID: [email protected]

2. Members who do not have access to remote voting by voting through e-voting facility may vote in AGM by Ballot Form (enclosed with the Annual Report), the company has appointed to Mr. Nitesh Chaudhary, Practicing Company Secretaries as scrutinizer to conduct the Remote Voting and Ballot voting for the purpose of AGM to be held in transparent and fair manner. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.

3. The Scrutinizer shall immediately after the conclusion of voting at the Annual General Meeting, first count the votes at the Annual General Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than 48 hours of conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by the Company.

4. The Results of e-voting, Ballot Voting shall be aggregated and declared on or after the AGM of the Company by the Chairman or by any other person duly authorized in this regard. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.texplast.com and the website of NSDL www.evoting.nsdl.comand communicated to the Stock Exchange.

The results shall also be displayed on the notice board at the Registered Office of the Company.

5. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company between 11.00 am and 1.00 pm on all working days except holidays, up to and including the date of the Annual General Meeting of the Company.

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http://www.evoting.nsdl.com/mailto:[email protected]://www.sicl.co.in/http://www.evoting.nsdl.com/


EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory statement sets out in detail all material facts relating to item of Special Business as mentioned in accompanying Notice convening the AGM of the Company:

ITEM NO. 3:

Mr. Milan M. Gupta (DIN: 07545608) was appointed as an Additional Director by the Board with effect from 30th April, 2016 pursuant to Section 161 of the Companies Act, 2013, read with Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Milan M. Gupta (DIN: 07545608) will hold office up to the date of the ensuing AGM, was appointed as additional Independent Director in terms of the provisions of the Companies Act, 2013 and amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is proposed to appoint Mr. Milan M. Gupta (DIN: 07545608) as Independent Director under Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of five consecutive years i.e. up to the 50th Annual General Meeting of the company which will be held in the F.Y. 2021, and he shall not be liable to retire by rotation.

In the opinion of the Board Mr. Milan M. Gupta (DIN: 07545608) fulfils the conditions specified in the Act and rules made there under as also under the Listing Agreement for his appointment as Independent Director of the Company. Further Mr. Milan M. Gupta (DIN: 07545608) is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given him consent to act as Director.

The Company has received notices in writing from member along with the deposit of requisite amount under Section 160 of the Act proposing his candidature for the office of Independent Director of the Company. The Company has also received declaration from the Director that he meets the criteria of Independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Milan M. Gupta (DIN: 07545608) is interested in the above resolution as appointee as set out in item no. 3 of the Notice with regard to his appointment.

Copy of the draft letter for appointment of Mr. Milan M. Gupta (DIN: 07545608) as an Independent Director setting out the terms and conditions is available for inspection by members free of cost at the registered office of the Company at the time specified as above.

The Directors, therefore, recommend the Resolution as set out in item no. 3 for the approval of the Members of the Company.

Except as disclosed above none of the Directors, Key Managerial Personnel and their relatives are in any way, financially or otherwise concerned or interested in this Resolution.

ITEM NO. 4:

Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) was appointed as an Additional Director by the Board with effect from 30th April, 2016 pursuant to Section 161 of the Companies Act, 2013, read with Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) will hold office up to the date of the ensuing AGM, was appointed as additional Independent Director in terms of the provisions of the Companies Act, 2013 and amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It is proposed to appoint Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) as Independent Director under Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of five consecutive years i.e. up to the 50th Annual General Meeting of the company which will be held in the F.Y. 2021, and he shall not be liable to retire by rotation.

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In the opinion of the Board Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) fulfils the conditions specified in the Act and rules made there under as also under the Listing Agreement for his appointment as Independent Director of the Company. Further Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given him consent to act as Director.

The Company has received notices in writing from member along with the deposit of requisite amount under Section 160 of the Act proposing his candidature for the office of Independent Director of the Company. The Company has also received declaration from the Director that he meets the criteria of Independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) is interested in the above resolution as appointee as set out in item no. 4 of the Notice with regard to his appointment.

Copy of the draft letter for appointment of Mr. Anupkumar M. Jhunjhunwala (DIN: 01914605) as an Independent Director setting out the terms and conditions is available for inspection by members free of cost at the registered office of the Company at the time specified as above.

The Directors, therefore, recommend the Resolution as set out in item no. 4 for the approval of the Members of the Company.

Except as disclosed above none of the Directors, Key Managerial Personnel and their relatives are in any way, financially or otherwise concerned or interested in this Resolution.

Place: Mumbai


Regd. Off.: Gut No 39/40

Village Nehroli Taluka,

Wada Thane – 421312

By order of the Board

For TEXPLAST INDUSTRIES LIMITED

Sd/-

Sukumar Nandlal Shah

(Managing Director)

Din: 00202546

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Information required to be furnished under cl. 49 of the Listing Agreement for Directors retired by rotation/Appointment of Director /Reappointment/ ratification

Name of Director Mr. MILAN MADAN

GUPTA

(DIN: 07545608)

Mr. Anupkumar M. Jhunjhunwala

(DIN: 01914605)

Date of Birth 22/07/1963 06/07/1971

Date of Appointment 30/04/2016 30/04/2016

Expertise in Specific Functional Area

Finance, Accounts and Taxation

Administration & Finance

Executive & Non-Executive Director

Non-Executive Independent Director

Non-Executive Independent Director

Promoter Group No No

Independent Director Yes Yes

Chairman/Member of Committees of the Boards of Which he is a Director

Nil Nil

Other Directorship Nil Nil

Share Holding in the Company

Nil Nil

Note: Details of Directorship & Committee Membership, chairmanship of only Limited Companies.

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DIRECTORS’ REPORT

To, The Shareholders, TEXPLAST INDUSTRIES LTD

The Directors have pleasure in presenting their 45th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS:

The Financial Results are stated as under: Amount in Rupees

PARTICULARS Year Ended 31.03.2016

Year Ended 31.03.2015

Sales & Operating Income 2,30,76,197 37,89,200

Other Income 82,529 1,72,14,615

Total Income 2,31,58,726 2,10,03,815

Total Expenditure with Depreciation 25,66,72,234 6,78,02,270

Gross Income/ (Loss) before Taxation (23,35,13,508) (4,67,98,455)

Provision for Taxation NIL NIL

Net Profit/(Loss) (23,35,13,508) (4,67,98,455)

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required by the Listing Regulations is incorporated herein by reference and forms an integral part of this report as (Annexure 1).

OPERATIONS:

The Company has incurred Loss of Rs. 23,35,13,508/- as on year ended 31.03.2016 as against the Loss of Rs. 4,67,98,455/- of previous financial year ended on 31.03.2015, Loss is increased by Rs. 18,67,15,053/- as compared with previous year. The Turnover of the Company increased by Rs. 1,92,86,997/- in the current financial year as compared to previous year ended on 31st March, 2015.

ECONOMIC OUTLOOK:

The Global packaging industry was around $485 billion in 2004 with packaging of container for food and drink, healthcare, cosmetics, packaging like woven sacks & FIBC and other consumer goods as well as a range of industrial sectors, packaging has become an essential everyday item, with its usage growing broadly in line with the global economy, global packaging industry is poised to be $1500 billion by 2020, where world packaging is growing at 5% compared to India at 11% average.

The Indian Packaging Industry is expected to reach $75 billion by 2020 from present $44 billion. Out of above FIBC Industry (our) will be $1 billion by 2020 & woven sacks industry will be 2 Billion $.

The health of the packaging industry is linked to that of the world economy as a whole. However, reliant upon upstream industries for their raw materials, packaging converters have to cope with fluctuations in raw material prices, dependent upon levels of supply and demand. In a climate of low overall inflation, rising prices for raw materials (particularly plastic resin) have put something of a squeeze on converters. Downward pressure on prices is being exerted by brand owners and retailers alike – exacerbated by moves towards consolidation at all levels of the supply chain. In addition, moves towards central purchasing by packaging buyers have also impacted upon

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packaging margins. The growing use of ecommerce and reverse auctions has made the whole business of materials sourcing (especially in commodity areas) much simpler, promoting cost efficiency for users of consumables.

BUSINESS OVERVIEW DURING THE YEAR:

The financial year under reference was a year of struggle for the company as the Companies performance has declined this year, in comparison to last 2 financial year as the company was Not-operating Business due to strike, & due Lock-out in the factory unit, since 1st Nov.2013

On the other hand the progression of packaging demand is influenced by a wide range of factors, from year to year and also factors with a much longer-term influence. While the economy plays a central role in influencing the size and growth of the market, there are a number of other factors which can be seen as having a direct or at least indirect influence on packaging demand or, at any rate, the nature of this demand, irrespective of the performance of the economy. These includes The ageing of the population, The trend towards smaller households, The increasing requirement for convenience among consumers, The trend towards 'on-the-go' lifestyles among increasingly time- poor consumers, Growing requirements for brand enhancement/ differentiation in an increasingly competitive environment and new packaging material development Increasing awareness of environmental issues, and the adoption of new regulatory requirements on packaging recycling Out of all these factors, health awareness was regarded as the single most important driver to growth in the packaging industry. The ageing of the populations throughout the world was considered the least important driver to growth in the market, although even in this case, more than half of all respondents considered this to be important to some degree.

The current year, so far, have witnessed good significant jump in terms of our industrial product your Directors are continuously looking for restart of the Company and once company start, we can expect robust growth. Sustained efforts of the Board would hopefully mitigate the accumulated losses of the Company as quickly as possible.

EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as (Annexure -III).

1. The Paid up capital of the Company is Rs. 5,11,03,000/-. 2. The Board of Directors of the company as on 31.03.2016 consists of 3 Directors namely Mr. Sukumar Nandlal Shah Managing Director, Mr. SANDEEP KUMAR SAHU, Whole Time Director, Mr. Sunil Premshankar Tripathi, Independent Director. 3. The secured loan borrowed by the company is Rs. 3,70,52,191. 4. The Promoters holding is consists of 32,35,700 equity shares of Rs.10/- amounting to 63.32% of total share capital of Rs. 5,11,03,000 consisting of 51,10,300 eq. Shares of Rs. 10 each of the Company. 5. There was no un-paid dividend during the year.

DIVIDEND:

The board regrets its inability to declare any dividend for the year under review due to loss in business.

SHARE CAPITAL:

During the year under review, the Company's share capital remained unchanged. The Authorised Share Capital of the Company is Rs.5,50,00,000 (Five Crore Fifty Lakh only) divided into 54,60,000 (Fifty Four Lakhs Sixty Thousand) Equity Shares of Re. 10/- each and 8% 800 (Eight Hundred) Non-Cumulative Redeemable Preference Shares of Rs.500 each share.

The Issued, Subscribed & Paid-up Share Capital is Rs. 5,11,03,000/- (Rupees Five Crore Eleven Lakh Three Thousand only) divided into 51,10,300 (Fifty One Lakh Ten Thousand Three Hundred) Equity Shares of Re. 10/- each.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the Reserve & Surplus.

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SUBSIDIARY ASSOCIATES AND JOINT VENTURE COMPANY:

Your Company does not have any subsidiaries, joint ventures and associate companies as on March 31, 2016 and therefore the requirements of sub Section (3) of Section 129 of Companies Act, 2013 will not be applicable to the Company.

The Company has in accordance with Sub Section (2) of Section 129 Section 129 of the Companies Act, 2013 prepared Standalone financial statements of the Company.

Further, the report on the performance and financial position of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 does not form part of the report.

DETAILS OF CONTRACTS /ARRANGEMENTS WITH RELATED PARTIES:

As required in terms of provisions of Section 188 of the Companies Act, 2013 the details of certain contracts / arrangements with related parties are required to be disclosed in form AOC-2 as a part of this report, however during the year your Company has not entered into any such contract /arrangements with related parties, hence AOC – 2 is not part of the report.

But the Company is having outstanding loan from related parties amounting Rs. 6,59,16,753/- as on the date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial statements, loans, guarantee, Investments are under the prescribed limited as per the Companies Act.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

Company has borrowed money from Banks is being suspended from Trading on BSE from 26th August, 2014 on account of penal provisions under listing agreement and that is because of Non-operations of Business due to strike, Lock-out in the factory unit, since 1st Nov.2013 and thus the Company has not complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement / Listing Regulations, as applicable.

NOTE - 4 Long Term Borrowings

a) Secured Borrowings

- From Banks

i) Term Loan In INR (From Indian Overseas Bank) Term Loan - 1 Term Loan - 2

ii) Term Loan in Foreign Currency (From Indian Ov

FCTL - 981300001

FCTL - 981300002

FCTL - 981300003

b) Unsecured Borrowings

- From Related Parties

Sukumar N Shah (Managing Director)

Dipak N Shah

Smita Shah

Rahul Shah

-Intercorporates Loans

c) Deferred Sales Tax Liability

The above amount includes

Amount Disclosed under the head "Other Current Liabilties" (Note- 9.1)

Total

Non Current Portion Current Portion

As at 31st Mar, 2016

As at 31st March, 2015

As at 31st Mar, 2016

As at 31st March, 2015

Rupees Rupees Rupees Rupees

15,98,711

15,98,711

74,93,249 74,93,249 erseas Bank)

1,01,00,198 1,01,00,198

58,89,257 58,89,257

1,19,70,776 1,19,70,776

4,41,72,603

4,22,22,603

20,00,000 20,00,000

1,23,81,225 1,21,21,225

48,96,225 48,96,225

3,22,94,431 4,61,69,894

26,69,971

26,69,971

13,54,66,647 14,71,32,110 - -

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Notes:

SECURED BORROWINGS: i. Term Loan in INR from Indian Overseas Bank:

Term Loan – 1 is repayable in sixty monthly instalments of Rs.55,620/- from December-2011 carry interest rate of 14.25% pa. The Loan is secured against Block assets of the Company and personal guarantee by Managing Director.

The facility is classified as NON PERFORMING ASSETS as on 12/05/2014 and possession of factory has been taken by bank for recovery proceeding.

Term Loan – 2 is repayable in sixty monthly instalments of Rs.1,66,667/- each starting from six months after first disbursement carry interest rate of 14.25% pa. -The facility is classified as NON PERFORMING ASSETS as on 12/05/2014 and possession of factory has been taken by bank for recovery proceeding.

ii. Foreign Currency Term Loan from Indian Overseas Bank:

Foreign Currency Term Loan from Indian Overseas Bank carries interest @ LIBOR + 7%.The loan is secured against Block assets of the Company and personal guarantee of Managing Director. Monthly two instalments is overdue. The facility is classified as NON PERFORMING ASSETS as on 12/05/2014 and possession of factory has been taken by bank for recovery proceeding.

iii. Collateral Security for all loans from Indian Overseas Bank:

a) Working Capital limits is collaterally secured by residual value of the fixed assets of the Company, present and future.

b) Term loan is secured by residual value of fixed assets of the Company, present and future.

c) All loan from Indian Overseas Bank is secured by Equitable Mortage of the immovable property of the Company. Gut NO.39 Hissa No. paiki 2 acers, Nehroli Village, Wada Taluka and District Thane and Hissa No. paiki 76.4 gunthas nehroli village, wada taluka District Thane and Gut No.40 admeasuring 1 acers 6.5 gunthas, nehroli Village, Wada Taluka and District Thane.

d) Fixed Deposits of Rs.1.00 Cr. (under lien to Indian Overseas Bank)

e) Residual value of residential property at Flat No.1301, admeasuring 550 sq. ft built up area on the 13th floor, in the building known as "Surya Apartment Co-op Housing Society Ltd" situated at 53, Bhulabhai Desai Road, Mumbai - 400026. valued at Rs.264.00 Lacs FMV and Rs.211.00 Lacs as FSV as per valuation report dated 09th November, 2009 of Shekhar Thite. This flat is already mortgaged for Housing Loan of Rs.152.50 Lacs for Sukumar N Shah at Indian Overseas Bank, Mahim Branch. v. As on 12/05/2014 Indian Overseas Bank issued Demand Notice under Sub-Section (2) of Section 13 of The SARFAESI Act, 2002 and classified all credit facilities from bank as NON PERFORMING ASSETS. Following are details of Credit facility Nature, Limit & Dues as on 12/05/2014-

Nature of Facilities Limit O/s as on 12/05/14 Cash Credit 10 crore 19.51 crore Packing Credit 8.50 crore 8.18 crore Term Loan 0.20 lacs 0.16 lacs Term Loan 0.82 lacs 0.75 lacs FCTL-1 1.36 crore 0.98 lacs FCTL-2 0.67 lacs 0.57 lacs FCTL-3 1.28 crore 1.16 lacs

DEPOSITS:

As on 31.03.2016, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2016, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

LISTING:

The equity shares of the Company are listed at the Bombay Stock Exchange Ltd.

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Listing Agreement: During the year, SEBI notified the Listing Regulations and the same were effective December 1, 2015. The Listing Regulations aim to consolidate and streamline the provisions of the erstwhile listing agreement for different segments of capital markets to ensure better enforceability. In terms of the Listing Regulations, all listed entities were required to enter into a new listing agreement with the stock exchanges.

In compliance with the requirement, the Company has executed the listing agreement with the BSE Limited.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and such other details, however the company has not paid any remuneration to its KMP and other Directors during the financial year hence there are no such details for reporting under this clause.

CORPORATE GOVERNANCE:

In accordance with SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and as per the Regulation 15 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 provisions of regulation 27, reporting on Corporate Governance, shall not apply to the listed entity having paid up share capital not exceeding Rs. 10 crore and the Net Worth not exceeding Rs. 25 crore as on the last day of the previous financial year i.e. March 31, 2016, the Company even though being an listed entity since does not falls under the criteria attracting the obligations to adhere to the compliance with the compliances of Clause 49 of Listing Agreement amended (under Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However the Board has decided to continue to comply with the requirements of for best secretarial practice of Corporate Governance as stipulated under clause 49 of the Equity Listing Agreement and accordingly, the summary Report on Corporate Governance forms part of the Annual Report as (Annexure - IV).

The requisite Certificate from the Statutory Auditors of Company M/s P.C. Rathi & Co. , Chartered Accountant Mumbai (FRN:111799W), regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of Equity Listing Agreement is annexed to this Report.

BOARD OF DIRECTORS:

During the year the Board of Company as on 31.03.2016 comprises of the following Directors:

Mr. Sukumar Nandlal Shah -Managing Director

Mr. Sandeep Kumar Sahu -Independent Director Mr. Bharat N. Doshi -Independent Director Mr. Sunil Premshankar Tripathi -Independent Director

RE-APPOINTMENT (RETIRE BY ROTATION):

As per the provisions of sub section 6 of Section 152 of the Companies Act, 2013, none of the Directors are liable to be retire by rotation from the board of the Company.

APPOINTMENT AND CESSATION:

None of the Directors were appointed ceased from Directorship in the Board of the Company, during the year.

BOARD MEETINGS:

The Company scheduling of meetings of Board with proper notices and agenda & calendar is prepared and circulated in advance. The Board met Four (4) times during the year 2015-16, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

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POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Nomination and Remuneration Committee (NRC) works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, education. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FAMILIARISATION AND TRAINING PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) Provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015; (e) SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment.

BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors. The Board, through Nomination and Remuneration Committee, sought the feedback of Directors on various parameters such as:

• Degree of fulfilment of key responsibilities towards stakeholders; • The structure, composition and role clarity of the Board and Committees; • Extent of co-ordination and cohesiveness between the Board and its Committees; • Effectiveness of the deliberations and process management; • Board/Committee culture and dynamics; and • Quality of relationship between Board Members and the Management.

The Chairman of the Board had one-on-one meeting with the Independent Directors and the Chairman of NRC had one-on- one meeting with the Executive and Non-Executive Directors. These meeting were intended to obtain Directors’ inputs on effectiveness of the Board/Committee processes.

The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and that of Non-Executive Directors.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee & Share Transfer Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:

Based on the recommendations of NRC, the Board has approved the Remuneration Policy for Directors, Key Managerial Personnel (KMP) and all other employees of the Company. As part of the policy, the Company strive to ensure that the remuneration paid to the Board members and Senior Management should be appropriate and under the limit of the act.

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The Remuneration Policy for Directors, KMP and other employees was adopted by the Board during the F.Y. 2014-15, during the year, there have been no changes to the Policy.

INDEPENDENT DIRECTORS DECLARATIONS:

The Company has received necessary declaration from independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the Listing Agreement.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company; 2. They are not directors in the company, its holding, subsidiary or associate company. 3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year; 4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 5. Independent Director, neither himself nor any of his relatives— • holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; • is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013:

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

Based on the framework of internal financial controls established and maintained by the Company, work performed by the Internal Audit Team, statutory Auditors and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2015-16.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That we 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 the Company at the end of the financial year and of the profit and loss of the Company for that period;

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c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively; and

f) That proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

DISCLOSURES AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013:

i) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

As there was Non-operations of Business due to strike, Lock-out in the factory unit, since 1st Nov.2013 so there is no particulars available regarding conservation of energy and technology absorption prescribed by the rules.

ii) FOREIGN EXCHANGE EARNING:

The Company has made sale/export in foreign exchange and the export sales for the F.Y. 2015-16 is Rs. 3911220/- inflow during the year under review.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and such other details, however there are no such details for reporting under this clause, as no remuneration was paid to the KMP during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not met any of the criteria mentioned in Section 135 of Companies Act, 2013 and therefore is not required to comply with the requirements mentioned therein.

AUDITORS:

STATUTORY AUDITORS:

Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, as amended from time to time, M/s. P. C. RATHI & Co., Chartered Accountants, Mumbai (FRN – 111799W), as Statutory Auditors of the Company to hold office from the conclusion of this 45th Annual General Meeting (AGM) till the conclusion of the 46th Annual General Meeting be held in the year 2017, to examine and audit the accounts of the Company for the Financial Year 2016-17 at such remuneration as may be mutually agreed between the Board of Directors and the Auditors.

AUDITOR’S REPORT:

Statutory Auditors has given Qualifications On the financial statement as on 31.03.2016 of the Company as follows:

i) Company has not made Provision for Interest on Working Capital Facility and Term Loan availed from Banks and Financial Institution pursuant to classification of its account by the concerned Banks and Financial Institution as Non- performing Assets (NPA).

ii) In absence of availability of net realizable value of items of inventories to the tune of 33.18 Lakh, these have been valued at management estimate instead of lower of cost and net realizable value. We are relying on value of closing stocks as certified and provided by the management. The impact of valuation on loss and current assets is not ascertainable.

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iii) Excise records are not available for verification due to non-functioning of the factory because of the strike undertaken by the workers and seizure of the factory by the bank under the SARFEASI Act 2002. We are unable to comment on excise records and liability.

iv) Long term Employees Benefits not accounted as per AS 15 Employee Benefits (revised 2005) issued by ICAI.

v) Depreciation not accounted as per Companies Act, 2013.

vi) The fact of Banks classifying the company as a NPA and seizure of factory by the bank for recovery proceedings has raised substantial doubt as to the Company’s ability to continue as going concern and therefore, the Company may not be able to realize its assets and discharged its liabilities in the normal course of business. The financial statement does not include any adjustment relating to the recoverability and classification of recorded assets amount. Further, the Financial statement which indicates that the Company has accumulated losses and its Net worth has been fully eroded, the Company has incurred Net Loss of Rs.18.84 Crore during the current financial year (Previous Year Rs.4.68 Crore) and net cash Profit during the current year of Rs. 11.77 Lakhs (Previous year net Cash Loss of Rs. 2.98 Crore) also, the Company current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note No. 28.11 also indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern.

EXPLANATION BY MANAGEMENT ON THE STATUTORY AUDITORS OPINION:

In our opinion and to the best of our information and according to the explanations given to us except for the effect of the matter described in Basis of Qualified Opinion, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Management Clarification on the Auditors Qualification:

Management of the Company take on record the Observations & Qualifications given by Statutory Auditors on Financial Statements as on 31.03.2016 and clarification of the Board and Management is as follows:

i) As the matter is pending with DRT Court for one time settlement of Loan Amount the Company has not made Provision for Interest on Working Capital Facility and Term Loan availed from Banks and Financial Institution pursuant to classification of its account by the concerned Banks and Financial Institution as Non-performing Assets (NPA).

ii) As the Companies Plant & Registered office is sealed & locked by authority due to case pending with DRT Court therefore In absence of availability of net realizable value of items of inventories to the tune of 33.18 Lakh, these have been valued at management estimate instead of lower of cost and net realizable value. We are relying on value of closing stocks as certified and provided by the management. The impact of valuation on loss and current assets is not ascertainable.

iii) Excise records are not available for verification due to non-functioning of the factory because of the strike undertaken by the workers and seizure of the factory by the bank under the SARFEASI Act 2002. We are unable to comment on excise records and liability.

iv) There are no labour / Staff in factory / office hence no liabilities.

v) As the assets are not in use since the Factory is non-functional hence the Depreciation not accounted as per Companies Act, 2013.

vi) AS the case is still pending and the company has not received any final order hence company has not disclosed The fact of Banks classifying the company as a NPA and seizure of factory by the bank for recovery proceedings has raised substantial doubt as to the Company’s ability to continue as going concern and therefore, the Company may not be able to realize its assets and discharged its liabilities in the normal course of business. The financial statement does not include any adjustment relating to the recoverability and classification of recorded assets amount. Further, the Financial statement which indicates that the Company has accumulated losses and its Net worth has been fully eroded, the Company has incurred Net Loss of Rs.18.84 Crore during the current financial year (Previous Year Rs. 4.68 Crore) and net cash Profit during the current year of Rs. 11.77 Lakhs (Previous year net Cash Loss of Rs. 2.98 Crore) also, the Company current liabilities exceeded its

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current assets as at the balance sheet date. These conditions, along with other matters set forth in Note No. 28.11 also indicate the existence of a material uncertainty that cast significant doubt about the Company's ability to continue as a going concern.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Mr. Vinesh K. Shah & Associated, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. Secretarial Auditors have made following qualification in secretarial audit Report.

1. The Company not completed its filings of Financial Statements with the Registrar of Companies for the financial year ended 31st March, 2014 and 31st March, 2015 and there were delayed submissions with Registrar of Companies during the audit period.

2. There has been no submissions to the BSE Limited at various instances under listing agreement during the audit period.

3. There was default in providing e-voting notice facility to the shareholders which is mandatory as per provisions of the Companies Act, 2013.

4. There were no proper secretarial records maintained as required under the companies act, 2013 and rules made thereunder to our satisfaction.

5. There is default of making repayment of Loans of banks and discussions are going on for the settlement of said dues.

6. The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There was no changes in the composition of the Board of Directors that took place during the period under review with the provisions of the Act.

DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:

With respect to the observations of the Secretarial Auditor in their report, the Management has given following Explanations:

As there is Non Operation of the Business of the Company since financial year 2012-13, by the reason of strike and lock out in the Company. Due to this the management was unable to concentrate on the compliances regarding secretarial, stock exchange and Registrar of Companies as well as Financial Condition of the Company was not good to pay Professional fee charges and salary to the appropriate staff to handle all the compliances therefore there is a delay and company could not provide E- voting facility.

The Board of your Company ensure that the compliances will be complied with at the earliest and in future the same will not be repeated and in this 45th Annual General Meeting the Company is providing E- voting facility for upcoming Annual General Meeting through NSDL.

INTERNAL FINANCIAL CONTROLS SYSTEM WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the Companies Code of Conduct, policies and procedures adopted by the Management, corporate strategies, annual management reviews, management system certifications and the risk management framework.

The Company has IFC framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws.

The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed. The framework on Internal Financial Controls over Financial Reporting has been reviewed by the internal and external auditors.

The Company has its own Internal Audit system, the scope and authority of the Internal Audit function is to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

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The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s). Significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors annually.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.texplast.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the year, the Company has not received complaint of sexual harassment.

RISK MANAGEMENT:

As the year ending on 31st March, 2016 the Company is having aggregate outstanding Loan of Rs. 13,54,66,647/- including loan amounting Rs. 6,81,26,753/- from related parties out of which 3,70,52,191/- is secured debt and on the other hand loan amounting Rs. 9,84,14,456/- is unsecured loan. As against the negative net worth of Rs. 29,15,18,105/-.

The term loan and Working Capital limits is collaterally secured by residual value of the fixed assets of the Company, present and future and all loan from Indian Overseas Bank is secured by Equitable Mortgage of the immovable property of the Company.

As on 12/05/2014 Indian Overseas Bank issued Demand Notice under Sub-Section (2) of Section 13 of The SARFAESI Act, 2002 and classified all credit facilities from bank as NON PERFORMING ASSETS.

VIGIL MECHANISM:

The Company has formulated the Whistle Blower Policy and adopted by board for Directors & Employees, Whistle Blower Policy for Vendors and Whistle Blower Reward and Recognition Policy for Employees to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India.

The Whistle Blower Policy for Directors & employees is an extension of the Companies Code of Conducts that requires every Director or employee to promptly report to the Management any actual or possible violation of the CoC or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company.

The Whistle Blower Policy for Employees has been implemented in order to whistle on any misconduct, unfair trade practices or unethical activity taking place in the Company, the Committee reports to the Audit Committee and the Board.

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http://www.texplast.com/


PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for

dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENTS:

We thank our investors/Members, dealers, customers, business associates and bankers for their continued support during the year and we look forward to their continued support in the future. We place on record our appreciation of the contribution made by employees at all levels.

Our resilience to meet challenges was made possible by their hard work, team spirit, co-operation and support.

Place: Mumbai


Regd. Off.: Gut No 39/40

Village Nehroli Taluka,

Wada Thane – 421312

By order of the Board

For TEXPLAST INDUSTRIES LIMITED

Sd/- Sd/-

SukumarNandlal Shah Sunil Tripathi

(Managing Director) (Director)

Din: 00202546 DIN: 06787896

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‘Annexure-I’

MANAGEMENT DISCUSSION AND ANALYSIS

The Management of TEXPLAST INDUSTRIES LTD in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Clause 49 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties.

GLOBAL OVERVIEW:

According to the International Monetary Fund (IMF), the global economy is expected to grow at approximately 3.2% in 2016. USA is showing signs of strong fundamentals (low unemployment, consumer spending etc.), which continue to support recovery. Asia contributed on an average two-thirds to the global economic growth in the past few years and is expected to continue driving this growth in 2016. Japan is expected to remain steady while China is expected to witness a marginal slowdown in growth.

Risks to global growth in the form of deflation, slowdown in China, lower commodity prices and interest rate hike in USA continue to weigh heavily on the growth momentum and outlook.

GDP growth in Europe is expected to remain low as the strength of supportive factors (accommodative monetary policy, low energy prices and Euro depreciation) diminishes, amidst uncertainty relating to Britain’s referendum, migrant crisis and geo- political tensions. Europe continues to face multiple headwinds due to high debt levels, a fragile banking sector and increasing political impasse.

India is expected to continue its growth momentum in Financial Year 2016-17 on the back of robust manufacturing sector growth. Further, various measures such as ‘Make in India’, ‘Smart Cities’, ‘Digital India’ that the Government has been taking in the last couple of years are beginning to show results and the gradual implementation of structural reforms will continue to broaden and contribute towards higher growth.

The global textile industry was affected by volatile raw material and finished goods prices, result was that the exchange rate fluctuations, increase in costs and inconsistent governmental policies. The Indian market also witnessed a decline in textile exports.

OUTLOOK OF THE EUROPEAN FLEXIBLE PACKAGING MARKET:

The flexible packaging market in Europe is envisaged to witness steady growth and will post a moderate CAGR of close to 6% over the forecast period. One of the key factors spurring the growth prospects of this market is the increasing demand for plastic-based flexible packaging products. Plastic is one of the major raw materials used for manufacturing flexible packaging as it is highly versatile and can be easily moulded into different shapes and sizes. This flexible nature of plastic makes it an ideal packaging material. Moreover, plastic is lightweight which makes it less expensive that other materials because of its low handling and carrying costs. With plastic increasingly replacing metal and glass packaging, its demand is anticipated to increase in the coming years.

The manufacturers of packaging products are constantly trying to adapt their packaging designs to suit different requirements as each retail chain has a slightly different approach toward packaging. Furthermore, merchants tend to demand attractive packaging that not only uses less shelf space but also increases the shelf life of products. To address this growing demand, vendors are increasingly focussing on developing small-sized and attractive packages during the predicted period.

During 2015, the confectionary products segment dominated the market and accounted for more than 22% of the market share in terms of revenue. The growing demand for confectionery products in Europe, especially in the Western European countries, will contribute to the growth prospects of this market until the end of 2020. Segmentation by raw material and analysis of the flexible packaging market in Europe

• Plastic • Paper • Aluminum foil

Plastic led the global flexible packaging market and is expected to reach more than 21 billion by the end of 2020. The primary reason for the increasing popularity of plastics is its highly versatile nature of plastic, which enables it to be converted into a number of shapes, sizes, and designs. Also, plastic is more flexible, durable, and cost-effective than the other materials used for packaging which will lead to its increased adoption during the predicted period.

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The flexible packaging market in Europe is highly fragmented owing to the presence of several well-established international and local players. There is intense competition among the market vendors in terms of product differentiation, portfolio, and pricing. Also, the vendors in the market are expanding their businesses by setting up new manufacturing plants and launching new products in the emerging countries.

The International Monetary Fund trimmed its outlook for global economic growth, as anemic output in Europe and Japan hobble the recovery and emerging markets struggle with rising borrowing costs. The U.S. growth of 2.8% this year should help perk up prospects for many emerging markets, where output is slowing

INDIAN ECONOMIC REVIEW:

Indian Economy Amid the bleak global economic scenario, India remained a shining beacon on the fiscal landscape. India’s Gross Domestic Product (GDP) grew 7.6% in FY 2016 compared to 7.2% in FY 2015 as per the Central Statistical Office (CSO), enabling India to retain the tag of the world’s fastest growing major economy. The overall investment climate, though still short of expectations, is seen improving. Fast tracking of stalled infrastructure projects, thrust on reforms and adherence to fiscal deficit target were among the other encouraging economic developments for the year. The collapse in oil prices, relatively low exposure of India to the current global financial turbulence, and India’s strong domestic consumption led growth story are expected to favour the Indian markets. The IMF forecasts India to be the fastest growing economy even in 2016.

INDIAN INDUSTRIAL OVERVIEW:

Indian packaging industry turnover to reached $32 billion in 2015-16 & expected to reach by 2020 $73 billion:

With a turnover of $24.6 billion and a growth rate of 13% to 15% annually, the Indian packaging industry is expected to reach $32 billion by 2020. Here’s a look at key facts and drivers.

The per-capita consumption of packaged beverages and food in India is still very low compared to other regions. However, expenditure on these products has doubled in the last five years. Within the next five years it will increase by another 14 per cent annually, as the demand for processed food is rising due to growing disposable incomes, urbanization, and a young population.

Keep an eye on the Indian foodservice industry too. Currently it’s estimated to be nearly $13.79 billion. But it’s growing at a healthy compound annual growth rate (CAGR) of 17 per cent, which has significant implications for the packaging sector.

Plans are currently in place, thanks to public and private funding, to establish 30 to 40 mega food parks. Corresponding infrastructure for packing, packaging transport, and refrigeration are part of these plans, so this development is expected to give food manufacturing—and, by extension, packaging—a big boost. In fact, by 2015 more than $25 billion is to be pumped into the food sector and the required infrastructure.

Packaging has an annual global turnover of about $550 billion, and India’s share is about $16.5 billion per annum. According to a recent Mckinsey report, there will be a ten-fold increase in India’s middle class population by 2025, which will further trigger the consumption of packaging materials. This will bring another growth spurt to packaging, says the Mckinsey report, which also notes that the country needs more packaging professionals.

According to the Packaging Industry Association of India (PIAI), packaging in India is one of the fastest growing sectors, partly because it spans almost every industry segment. Right from packaging of food and beverages, fruits and vegetables, drugs and medicines, to highly dangerous products, packaging has led to greater specialization and sophistication over a period of years.

At present, the Indian Packaging Industry is ranked 11th in the world, and industry experts are of the opinion that packaging in India is expected to grow to $16.5 billion by 2015. However, according to a report conducted by the New Delhi based Centre for Market Research & Social Development, packaging in India is highly fragmented and has 22,000 firms, including raw material manufacturers, machinery suppliers, and providers of ancillary materials and services. Moreover, 85% of these firms are Micro, Small & Medium Enterprises (MSMEs). As the industry grows and matures, there is expected to be a trend towards consolidation as supply side companies merge and acquire smaller companies to increase scale, reduce competition, and improve bargaining power with customers, the report said.

The future of the Indian packaging industry is very good, the report notes, if investment materializes. The growth of the domestic market will be good and export potential is substantial, too, if it’s properly addressed. If organized retail takes off as expected, growth opportunities are substantial, and enormous potential exists in converting wasted food into valuable product. To maximize the potential that packaging represents, the Indian government is in consultation with a number of

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industry experts. For example, PIAI is formulating effective policies and guidelines aimed at helping Indian companies gain in the international market.

The per capita consumption of packaging in India is merely 4.3 kg per person per annum (Figure 1). By comparison, Germany is at 42 kg and Taiwan at 20 kg. According to Purandeswari, the challenges that the industry is facing today include lack of regulatory clarity in packaging, insufficient consumer awareness of sustainable packaging, and uncertainty about green packaging materials. In the Indian packaging industry, processed food packaging represents 48% of the total, personal care packaging is 27%, pharma is 6%, and the rest is 19% (Figure 2).

The packaging market in India seems set for the next level of growth. Strong favorable demographic factors such as increasing disposable income levels and rising consumer awareness and demand for processed food are helpful. So is the rise of the Indian middle class, which is expected to go from today’s 50 million to 583 million in 2025. Also important is that the world’s multinational giants are taking rapid strides in India’s food, beverage, health and beauty, and pharmaceuticals sectors. This will also drive growth in packaging. These factors are forcing both packaging suppliers and end users to shift from bulk packaging to retail, unit-level, small-sized packaging. In addition, exploding organized retail growth and newly relaxed investment norms in retail and other sectors augur well for the packaging market in India.

While the forecast for packaging in India is promising, there are some challenges. For example, will stakeholders in the Indian packaging sector be able to leverage the right technologies to match emerging trends? Also problematic is the lack of regulatory clarity arising from multiple legislations that define the sector; as more global players enter, this will need to be addressed. And as consumers grow increasingly aware of the benefits of sustainable packaging, this will require a shift to more green materials and innovations that require investments in R&D as well as infrastructure.

Smithers Pira expects the global packaging industry to grow to $820 billion by 2016, and the Indian packaging industry is growing at a rate of about 18 percent annually. Packaging of essential products like food, beverage, milk, vegetable, food grains, and pharma are the key driving segments because of the huge domestic consumption.

So what it all comes down to is that packaging represents enormous opportunities for India—if key investments are made, regulations ironed out, and opportunities seized.

Introduction

The Indian Packaging Industry is growing at more than 11% per annum and is expected to cross a turnover of $21.59bn by 2015. India stands at the 11th position in the world packaging industry, which is $550-billion, and with the rising consumer demand and new technologies, it is expected to grow at 18-20 per cent from the current 15 per cent. At the expected growth pace Indian Packaging Industry will soon climb up to the 4th position in the world packaging industry.

India’s textiles sector is one of the oldest industries in Indian economy dating back several centuries. Even today, textiles sector is one of the largest contributors to India’s exports with approximately 11 per cent of total exports. The textiles industry is also labour intensive and is one of the largest employers. The industry realised export earnings worth US$ 41.4 billion in 2014-15, a growth of 5.4 per cent^. The textile industry has two broad segments. First, the unorganised sector consists of handloom, handicrafts and sericulture, which are operated on a small scale and through traditional tools and methods. The second is the organised sector consisting of spinning, apparel and garments segment which apply modern machinery and techniques such as economies of scale.

The textile industry employs about 40 million workers and 60 million indirectly. India's overall textile exports during FY 2015-16 stood at US$ 40 billion.

The Indian textiles industry is extremely varied, with the hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital intensive sophisticated mills sector at the other end of the spectrum. The close linkage of the textile industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles make the Indian textiles sector unique in comparison to the industries of other countries. The Indian textile industry has the capacity to produce a wide variety of products suitable to different market segments, both within India and across the world.

Market Size

The Indian textiles industry, currently estimated at around US$ 108 billion, is expected to reach US$ 223 billion by 2021. The industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian Textile Industry contributes approximately 5 per cent to India’s Gross Domestic Product (GDP), and 14 per cent to overall Index of Industrial Production (IIP).

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The Indian textile industry has the potential to reach US$ 500 billion in size#. The growth implies domestic sales to rise to US$ 315 billion from currently US$ 68 billion. At the same time, exports are implied to increase to US$ 185 billion from approximately US$ 41 billion currently.

Investments

The textiles sector has witnessed a spurt in investment during the last five years. The industry (including dyed and printed) attracted Foreign Direct Investment (FDI) worth US$ 1.85 billion during April 2000 to March 2016. Some of the major investments in the Indian textiles industry are as follows:

• One of the leading manufacturers and exporters of terry towel, home textile, yarn and paper in India, has entered i

th...211, anand estate, sane guruji marg, chinchpokli west, mumbai 400011 tel. no. 022-23075308...

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