Adarsh Plant Protect Ltd.
Your Directors are pleased in presenting 28th Annual Report together withthe Audited Statement of Accounts of the Company for the financial year ended 31 stMarch 2020.
The Summary of the financial performance of the Company for the year ended 31stMarch 2020 compared to the previous year is as below: (Rs. in Lacs)
|Sr. No Particulars ||2019-20 ||2018-19 |
|1 Turnover ||1269.63 ||1034.20 |
|2 Other Income ||4.77 ||2.68 |
|3 Total Income ||1274.40 ||1036.88 |
|4 Profit/(Loss) Before Depreciation Interest and Tax ||23.86 ||-61.33 |
|Less/Add : Interest ||18.67 ||32.66 |
|Depreciation ||3.90 ||3.49 |
|5 Profit/(Loss) Before Taxation ||1.29 ||-97.48 |
|6 Income Tax ||- ||- |
|7 Profit /(Loss) After Taxation ||1.29 ||-97.48 |
|8 Prior year's Expenses ||- ||- |
|9 other Comprehensive income ||- ||- |
|10 Profit/(Loss) for the year ||1.29 ||-97.48 |
CURRENT YEAR'S PERFORMANCE
Turnover of the Company has increased from 1034.20 lakhs to 1269.63 lakhs in currentfinancial year resulting in Profit of Rs. 1.29 lakhs during the financial year.
In view of the very less profit for the year ended 31st March 2020 and accumulatedlosses the Board of Directors has not recommended any dividend for this year.
The paid up Equity Share Capital as on March 31 2020 was Rs. 99115000 comprising9911500 equity shares of Rs.10/- each. During the year under review the Company has notissued shares with differential voting rights granted stock options and Sweat Equity.
The Company has not bought back any of its securities during the financial period underreview.
NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
BOARD OF DIRECTORS & KMP
Mrs. Jyotikaben Naishadhkumar Patel will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself for re-appointment. Ms. PranaliDholabhai has resigned as Company Secretary and KMP of the Company w.e.f. 06thMay 2019 and Mrs. Ami R. Mehta was appointed as Company Secretary and KMP of the Companyw.e.f. 21st September 2019. All Independent Directors have given declarationsthat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013.
None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164 of the Companies
The annual evaluation of all Directors Board as whole and committees was conductedbased on the criteria and framework set by the Board.
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the Industry in which theCompany operates business model of the Company and related matters and familiarizationprograms attended by Independent Directors are put up on the website of the Company.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board met five times during the financial year 2019-2020 on 26th April2019 10th August 2019 21st September 2019 13thNovember 2019 and 10th February 2020. Directors attending the meetingactively participated in the deliberations at these meetings. The intervening gap betweenany two meetings was within the period prescribed under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. More details ofthe Board meetings have been provided in the Report on Corporate Governance'.
COMMITTEES OF THE BOARD
The Company has constituted various Committees pursuant to the requirements of SEBI(Listing Obligations and Disclosure Requirements)
Regulations 2015 and Companies Act 2013. Presently the Company has followingCommittees of the Board in place
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Share Allotment and Transfer Committee
The details with respect to the composition powers roles terms of reference etc. ofthese Committees are given in the Report on Corporate Governance' of the Companywhich forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013Directors of your Company hereby state and confirm that: (a) in the preparation of theannual accounts for the year ended on 31st March 2020 the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the Annual Accounts on a going concern basis; and
(e) the Directors as in the case of a Listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 a separate section on Corporate Governance together with acertificate from the practicing Company Secretary confirmingcompliance is set out in theAnnexure forming part of this report along with Management Discussion and Analysis Reportforms part of this Report.
CODE OF CONDUCT
Your Company has formulated Code of Conduct for it's Directors Senior Management andthe Employees of the Company. All the Directors Senior Management and the Employees havecomplied with this Code for the Financial Year 2019-20.A declaration for compliance withthis Code of Conduct has been given by Managing Director of the Company and suchdeclaration forms part of this report.
AUDITORS AND AUDITOR'S REPORT a. Statutory Auditor:
The Shareholders in the 26th AGM of the Company had appointed M/s. C. S.Trivedi & Co Chartered Accountants (ICAI Firm Registration No. 111046W) as theStatutory Auditors for a tenure of 4 years from conclusion of the Annual General Meetingheld on 08th September
2018. Their appointment has been ratified by the Shareholders every year. Their tenureas the Statutory Auditors is ending on the conclusion of the 30th AGM howeverdue to age factor and unstable health condition they had resigned from the post ofStatutory Auditors of the Company w.e.f. 01st August 2020. Therefore Companyhas approached M/s. Rajani Shah & Co. Chartered Accountants (Firm Registration No.121126W) to appoint them as Statutory Auditors of the Company. They have informed theCompany that they are eligible as per Section 141 of the Companies Act 2013 and willingto act as Statutory Auditors of the Company if appointed by the Shareholders at theforthcoming Annual General Meeting. As required under Regulation 33(1)(d) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Auditors have alsoconfirmed that theyhold certificateissued by the Peer Review Board of the Instituteof valid Chartered Accountants of India to hold the office as Auditors of the Company.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAGM for seeking approval of members.
The remarks/ comments referred to in the Auditors' Report for FY 2019-20 areself-explanatory and do not call for any clarifications or comments by the Board ofDirectors.
b. Secretarial Auditor:
According to the provision of Section 204 of the Companies Act 2013 read with rule 9of the Companies (Appointment and Remuneration of Managerial Personal) Rules 2014 theBoard has appointed Mr. D. G. Bhimani Practicing Company Secretary for Secretarial Auditfor the Financial Year 2019-20.
The Secretarial Audit Report is annexed herewith as Annexure- 1.
All the properties of the Company have been insured properly and the Company has takennecessary general insurance.
EXTRACT OF THE ANNUAL RETURN
The Details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as Annexure 2. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES
The Company does not have any Subsidiary Associate or Joint Venture Company.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The COVID-19 crisis has caused a slowdown to the whole World's and Nation's industryand we are not immune to it. The pandemic has directly affected both the demand and supplyside which has created a severe impact for the overall economy. There is no denying thatthis situation will have a negative impact on liquidity and would likely to put downwardpressure on the Industrial sector as a whole. Since the market will take its course oftime to evolve from the setback we have re-evaluated and accelerated certain plans tobounce back. Our business practices and strong enterprise risk management framework (ERM)has helped in dealing with such an unprecedented crisis. Our approach has been to respondand not react to critical situations. In these testing times focusing on businesscontinuity plans adopting "new ways of doing business" and to the "newnormal" have been our priority along with nurturing relationship with ourstakeholders by supporting them.
The challenges posed by COVID-19 led to closing our plant operations as per Governmentof India's directives and thus impacting production. We utilized this opportunity toprepare ourselves to respond to the post COVID-19 reality by focusing on readiness tojumpstart operations by implementing social distancing at manufacturing plants and Officewith cautious optimism. Now the Company has resumed its manufacturing plants. The Companyhas prepared a well-chalked out plan to deal with this crisis situation and is putting inplace a comprehensive action plan across its various functions in order to face thechallenges.
The demand for Company's product was temporary decreased but now on improvement side.We have seen down fall in other sectors as well. Slowly and gradually economy is improvingbut it takes more time to get back to the normal.
There is no material impact on business in the year 2019-20 of COVID-19 but businessgot affected in 1st and 2nd quarter of the following year.
Company has not accepted any deposits under the meaning of Section 73 of the CompaniesAct 2013 and rules made there under.
LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed in section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are enclosed herewith as Annexure - 3.
POLICY ON DIRECTORS KMP'S APPOINTMENT AND REMUNERATION
The policy of the Company on Director's and KMP's appointment and remunerationincluding criteria for determining qualifications independence of Director and othermatters provided under Section 178 sub-section 3 of the Companies Act- 2013 and the samecan be found on website of the Company www.adarshplant.com.
The Company has established a vigil mechanism to be known as the Whistle BlowerPolicy' for its Directors and employees to report instances of unethical behavior actualor suspected fraud or violation of the Company's Code of Conduct. The aim of the policyis to provide adequate safeguards against victimization of whistle blower who avails ofthe mechanism and also provide direct access to the
Chairman of the Audit Committee in appropriate or exceptional cases. The VigilMechanism Policy has been uploaded on the website of the company www.adarshplant.com.
There have been no cases of frauds reported to the Audit Committee/Board during theyear under review.
The Company has been addressing various risks impacting the Company like CompetitionGovernment Policies Price Fluctuation Risk etc and management of your company has plannedto manage them by best management practices.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated persons of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company's shares by the Directors and the designated persons while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. Board of Directors and all thedesignated persons have complied with the Code.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has been disclosedin Form No.
AOC -2 and is annexed herewith as Annexure - 4.
PARTICULARS OF EMPLOYEES
There is no information to be provided pursuant to Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 shall beprovided to the requesting member on request by member of the Company as prescribed insecond proviso of Rule 5 of Companies (Appointment and Remuneration) Rules 2014.
As on 31st March 2020 there were 12 employees on permanent roll of theCompany.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Salary is not paid to the Managing Director and increase / decrease in salary for KMP'scannot be worked out as there were changes during the financial year.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) read with Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed tothis Report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an Internal Control System commensurate with the size scale andnature of its operations. Your Company has adopted policy for the same. Internal Auditfindings and recommendations are reviewed by the Management and Audit Committee of theBoard of
AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD
There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports. Theobservations made by the Auditors read with the relevant notes on accounts areself-explanatory.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women in the
Workplace (Prevention Prohibition & Redressal) Act 2013. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment.
There have been no complaints received during the year.
DETAILS OF ORDER PASSED BY THE REGULATORS and material orders passed by theRegulators or Courts or Tribunals impacting the Going Concern Status andTherewerenosignificant
Company's Operation in the future.
Your Directors further state that during the year under review there were no casesfiled pursuant to Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Financial Institutions
Banks Government Authorities Customers Vendors Advisers Auditors and Membersduring the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.
For and on behalf of the Board of Directors NAISHADKUMAR N. PATEL Chairman DIN:00082749 ADARSH PLANT PROTECT LTD
Place: Vitthal Udyognagar
Date: 08th August 2020