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. () - Director Report
Company director report
ASHISH POLYP LAST LIMITED
We have great pleasure in presenting Twenty Second Annual Report on the working of thecompany together with the Annual Accounts for the year ended on 31st March 2016 and trustthat the same will meet your approval.
1. FINANCIAL RESULTS
2 COMPANYS PERFORMANCE
The sales turnover of the company amounted to Rs 110972776/- in the current year ascompared to Rs. 106557902/- in the previous year which shows an increase of about 4.14%.The company has earned lower net profit after tax of Rs.1003321/- during the year asagainst Rs. 1160803/- in last year due to increase in deffered tax expenses. ProfitBefore Depreciation and interest (PBDIT) has decreased to Rs. 5369477/- during theCurrent year as against Rs.5503636/- in last year. This was due to increase inproduction expenses Your Directors are making constant efforts for increasing the 'business of the company.
Your Directors do not recommend dividend for the year under review in order tostrengthen the long term resources of the Company.
4 TRANSFERTO RESERVES
The Company has not transferred any amount to reserves.
5 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
The detailed analysis of the operating performance of the Company for the year thestate of affairs and the key changes in the operating environment have been included inthe Management Discussion and Analysis Section which forms a part of the Annual Report.(Annexure D)
6 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE BOARD REPORT
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there have been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompanys operations in future.
8 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES
As on March 31 2016 the company does not have any subsidiary or joint venture orassociate.
9 RISK MANAGEMENT POLICY
The Company has in place a dynamic Risk management framework for a systematic approachto control risks as the framewrok identifies evaluates business risks and oppurtunitiesand seeks to create transparency and minimize adverse impact on the business The RiskManagement Process is appropriately handled by functional heads. As on Date the comanyenvisage risks which could threaten the existence of the company.
10 CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within the purview of Section 135 (1) of the Companies Act 2013 andhence it is not required to formulate policy on corporate social responsibility.
As per section 152 of the Companies Act 2013 and clause 110 of Article of Associationof the Company Mr Rakesh N Panchal is liable to retire by rotation and being eligibleoffers herself for re-appointment.
Mr. Fenil K Kansara ceased to be director of the company with effect from 24th August2015.
12 DIRECTORS RESPONSIBILITY STATEMENT
As per the provisions of Sub section 3(c) of Section 134 (5) of the Companies Act 2013the Directors hereby state and confirm that :
1 in the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
2 they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
3 they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
4 they have prepared the Annual Accounts on a going concern basis.
5 they had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
6 they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13 NUMBER OF MEETINGS OF THE BOARD:
Four Meetings of the Board were held during the year. For details of the meetings ofthe Board please refer to the Corporate Goverence Report which forms part of thisreport.
14 BOARD EVALUATION
Persuant to the provisions of the Companies Act 2013 and Clause 49 of the Listingagreement a structured qustionnaire was prepared after taking into consideration of thevarious aspects of the board functions composition of the board and its committeesculture execution and performance of specific duties obligations and governance.
The performance evaluation of the independent Directors was completed. The performanceevaluation of the chairman and the Non-Independent Directors was carries out by theIndependent Directors. The Board to Directors expressed their satisfaction with theevaluation process.
15 DIRECTORS REMUNERATION POUCY AND CRITERIA FOR MATTERS COVERED UNDER SECTION178 OF COMPANIES ACT 2013
The Company has constituted a Nomination and Remuneration Committee under Section178(1) of the Companies Act 2013 which determines Directors remuneration policy andcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Sub - Section (3) of Section 178. Details of the same areprovided in the Corporate Governance Report.
16 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR
There is no changes in Key managerial personnel during the year under review.
17 CHANGES IN NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
18 PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year under review the Company has not advanced any loans / given guarantees/ made investments covered under the provisions of Section 186 of the Companies Act 2013.
19 CORPORATE GOVE RNANCE REPORT
Pursuant to clause 49 of listing agreement with stock exchanges a separate section oncorporate governance and certificate obtained from auditors of the company regardingcompliance with the conditions of corporate governance are forming part of this annualreport. Mr. Ashish Panchal Managing Director and Mr. Rasik B Panchal Chief FinancialOfficer have given a certificate to the Board as contemplated in sub-clause V of theClause 49 of the Listing Agreement.
20 PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration of Rs.500000/ per month or Rs.6000000/per year. The Board of Directors wishes to express its appreciation to all the employeesof the company for their outstanding contribution to the operation of the company duringthe year.
The company has not invited or accepted any fixed deposit from public during the yearunder review and as such no amount on account of Principal or interest on deposits frompublic was outstanding as on the date of the Balance Sheet.
22 AUDIT COMMFTTEE
The details pertaining to composition of audit committee are included in the CorporateGovernanace Report which forms part of this report.
The appointment of M/s M.R.Pandhi & Associates Chartered Accountants Ahmedabad asStatutory Auditors of the Company needs to be ratified at the ensuing Annual Generalmeeting.. M/s. M R. Pandhi & Associates have confirmed that their re-appointment ifmade shall be within limits specified under section 139 of the Companies Act 2013. Theyhave also confirmed their eligibility under section 141 of the Companies Act 2013 and therules framed thereunder for reappointment as Auditors of the Company. There is noqualification or observation or remarks made by the Auditors in their report.
24 SECRETARIAL AUDIT REPORT
The Board has appointed Mr. Kamlesh M.Shah Practising Company Secretary to conductSecretarial Audit for the financial year under review. The Secretarial Audit Report forthe financial Year ended 31st March 2016 is annexed herewith marked as Annexure A to thisReport.
25 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS
The Auditors Report and Secretarial Auditors Report does not contain anyqualifications reservations or adverse remarks.
26 EXTRACT OF THEANNUAL RETURN
As prescribed under Section 92 (3) of the Act the extract of the Annual Return in FormNo. MGT- 9 is annexed herewith as Annexure C to this Report.
The company is registered with both National Securities Depositories Ltd (NSDL) andCentral Depository Services (India) Ltd. (CDSL). The shareholders can take advantage ofholding their scripts in dematerialized mode.
28 INTERNAL CONTROL SYSTEM
The Company has internal control system commensurate to the size of its operations.Yourcompany's Statutory Auditors have confirmed the adequacy of internal control system.
29 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO :
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo are required to be given pursuant to section 134 for the Companies Act2013 read with Companies (Accounts) Rules 2014 regarding in the statement annexed asAnnexure B hereto forming a part of this Report.
30 RELATED PARTY TRANSACTIONS
There were no related party transactions entered into by the company during thefinancial year which attracted the provisions of Section 188 of the Companies Act2013.There being no related party transactions as defined under clause 49 of the listingagreement there are no details to be disclosed in Form AOC - 2 in that regard. Pesuantto Clause 49 of Listing Agreement and the applicable of the Companies Act 2013 therelated party policy for dealing with related party transactions.
A copy of the related party policy for dealing with related party transactions isavailaible on the website of the company. Transactions with the related party aredisclosed in detail in note no.42 and annexed to the financial statements for the year.
All the related party transactions are duly approved by audit committee as requiredunder the provisions of the Companies Act 2013 and Listing Agreeement as well as therelated party policy of the company.
As per the Clause 54 of the Listing Agreement the Company has maintained a functionalwebsite www.ashi3hpolyplast.com whichhas all the details i.e. details of its business financial information shareholdingpattern compliance with corporate governance contact information of the designatedofficials of the Company who are responsible for assisting and handling investorgrievances details of agreements entered into with the media companies and/or theirassociates etc.The contents of the said website are updated on regular basis.
32 VIGIL MECHANISM / WHISTLE BLOWER
Every listed company and other companies have to formulate the vigil mechanism forDirectors and employees of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the company's code of conduct orethics policy in terms of provisions of Section 177 of the Companies Act 2013 and Rulesmade thereunder and revised Clause - 49 of the Listing Agreement with Stock Exchanges. TheCompany have formulated vigil mechanism and whilstle blower policy.
The vigil mechanism shall provide for adequate safeguards against victimisation ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the Chairperson of the Audit Committee under section 177(9) of the CompaniesAct 2013.
In case of repeated frivolous complaints being filed by a director or an employee theaudit committee may take suitable action against the concerned director or employeeincluding reprimand. A whistle blower may be within the organization who discloses anyillegal immoral or illegitimate practices to the employer; he/she may be employeesuperior officer or designated officer. It also for the outsiders to use this mechanismfor the aforesaid acts.
A separate Section on Corporate Governance along with a certificate from the Auditorsconfirming the compliance is annexed and forms part of the Annual Report.
33 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP1 / EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of theCompanies ( Appointment and Remuneration of Managerial Personnel ) Rules 2014 andCompanies ( Particulars of Empolyees ) Rules 1975 in respect of employees of theCompany and Directors is funished here as under
34 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORKPLACE
The Company is commited to creating a healthy & conductive working environment thatenables women to work without fear of prejudice gender bias and sexual harrasement and/orany such orientation in implicit or explicit form. The Company considers sexual harassmentas gross misconduct. Pursuant to the provisions of " The Sexual Harassment of Womenat Workplace ( Prevention Prohibition and Redressal ) Act 2013 " and therules made thereunder the company has adopted a " Policy on Protection of Womenagainst Sexual Harrasement at Work Place ". Through this policy the Company Seeks toprovide protection to its women employees against sexual harassement at work place andthereby provide mechanism for redressal of complaints relating to months connectedtherewith or incidental thereto.
35 CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion and Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable Securities Laws and Regulations. Actual results maydiffer materially from those expressed in this statement. Important factors that couldinfluence the Companys operations include: global and domestic demand and supplyconditions affecting selling prices in capacity additions availability of criticalmaterials and their cost change in Governments Policies and tax laws economicdevelopment' of the Company and other factors which are material to the businessoperation of the Company.
36 CORPORATE GOVERNANCE
Your Company is committed to good corporate governance practice and following to theguidelines prescribed by the SEBI and stock exchange from time to time. The company hasimplemented all of the major stipulations as applicable to the company. The StatutoryAuditors Certificate in accordance with Clause 49 of the listing agreements and report onthe corporate governance is annexed to and form part of the Directors Report. Mr. AshishPanchal Managing Director and Mr. Rasik B Panchal Chief Financial Officer have given acertificate to the Board as contemplated in sub clause V of the clause 49 of the ListingAgreement.
The Board takes the opportunity to thank for the continued support received from Banksand government authorities. Your Directors also acknowledge the support received by theCompany from its suppliers of goods & services agents dealers shareholders andother agencies associated with the Company.