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Ashish Polyplast Ltd.

BSE: 530429 Sector: Industrials
NSE: N.A. ISIN Code: INE831C01016
BSE 00:00 | 05 Aug 12.70 0.42
(3.42%)
OPEN

12.80

HIGH

12.80

LOW

11.70

NSE 05:30 | 01 Jan Ashish Polyplast Ltd
OPEN 12.80
PREVIOUS CLOSE 12.28
VOLUME 509
52-Week high 14.70
52-Week low 3.90
P/E 11.14
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.80
CLOSE 12.28
VOLUME 509
52-Week high 14.70
52-Week low 3.90
P/E 11.14
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashish Polyplast Ltd. (ASHISHPOLYPLAST) - Director Report

Company director report

To

The Shareholders

ASHISH POLYPLAST LIMITED Ahmedabad

We have great pleasure in presenting Twenty Sixth Annual Report on the working of thecompany together with the Annual Accounts for the year ended on 31st March 2020 and trustthat the same will meet your approval.

1 FINANCIAL RESULTS

Particulars 2019-20 2018-19
Amount (Rs.) Amount (Rs.)
Sales & Other Income 127415138 139538275
Profit/(Loss) before Depreciation and Taxation 3629874 4914951
Less: Depreciation 2054848 1984761
Less: Exceptional Items - -
Profit/(Loss) before Tax 1575026 2930190
Less: Provision for taxation 49723 1024145
Profit/(Loss) after taxation 1525304 1906045
Other Comprehensive Income 80108 87668
Total Comprehensive Income 1605412 1993713
Add: Balance of last year brought forward 11364397 9370684
Balance Profit/(Loss) available for appropriation 12969809 11364397
Less: Transfer to General Reserve - -
Proposed Dividend - -
Dividend Distribution Tax - -
Balance Profit/(Loss) Carried to Balance Sheet 12969809 11364397

2 COMPANY'S PERFORMANCE

The sales turnover of the company amounted to Rs. 127232195/- in the current year ascompared to Rs.139454933/- in the previous year which shows an decrease of about 8.76%.The company has earned net profit after tax of Rs.1605412/- during the year as againstRs.1193713/- in last year. Profit Before Depreciation and tax and before exceptionalitems (PBDT) is Rs. 3629874/- during the Current year as against Rs.4914456/- in lastyear. Your Directors are making constant efforts for increasing the business of thecompany.

3 CAPITAL STRUCTURE

During the year under review the company has neither issued nor bought back shares.The Capital of the company remains same as under.

Authorized Share Capital Rs.37500000 divided into 3750000 shares of Rs. 10 each
Issued Share Capital Rs.35000000 divided into 3500000 shares of Rs. 10 each
Paid Up Share Capital Rs.33975000 divided into 3397500 shares of Rs. 10 each

The Capital of the Company consist only equity shares.

4 DIVIDEND

Your Directors do not recommend dividend for the year under review in order tostrengthen the long term resources of the Company.

5 TRANSFER TO RESERVES

The Company has not transferred any amount to reserves.

6 LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE).

7 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)

8 MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE BOARDREPORT

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.

9 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING 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 andcompany's operations in future.

10 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES

As on March 31 2020 the company does not have any subsidiary or joint venture orassociate.

11 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

12 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.

13 DIRECTORS

The composition of Board of Directors is well balanced with a view to manage theaffairs of the Company efficiently and professionally.

Name of Director Status Category
Ashish D. Panchal Managing Director Non-Independent and Executive
Kantaben D. Panchal Director Non-Independent and Non-Executive
Rakeshbhai N. Panchal Director Independent and Non-Executive
Dhwani J. Kansara Director Independent and Non-Executive

The Independent Director of the Company furnished a declaration at the time of hisappointment that he qualifies the tests of his being independent as laid down under Clause16(1)(b).The attendance record of the Directors at the Board Meeting held during thefinancial year ended on 31st March 2020 and the last Annual General Meeting (AGM).

As per section 152 of the Companies Act 2013 and clause 110 of Article of Associationof the Company Smt. Kantaben D. Panchal is liable to retire by rotation and beingeligible offers herself for re-appointment.

Mrs. dhwani Kansara Jimish was appointed as an independent director for a term of fiveyears in the AGM of FY 2015. Further the nomination and remuneration commintee recommendsher reappointment for second term of five years subject to the approval of theshareholders in the ensuing AGM of the company.

14 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 Accountsthe applicable accounting standards have been followed and that no material departureshave been made from the same; 2 they have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; 3 they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; 4 they have prepared the Annual Accounts ona 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.

15 DECLARATION OF INDEPENDENT DIRECTORS

The Company do have formation of board as per Companies Act 2013 as well as perListing Agreement and SEBI Listing Obligations (Disclosures & Requirements)Regulations 2015 all the independent director attending the meetings of the Company andhave given declaration to the Company stating their independence pursuant to Section149(6) of the Companies Act 2013. There has been no change in the circumstances which mayaffect their status as independent director during the year.

16 NUMBER OF MEETINGS OF THE BOARD:-

Six Meetings of the Board were held during the year as mentioned below :

Date of the Board Meeting Date of the Board Meeting
1 21st May 2019 13th November 2019
2 12th August 2019 4th February 2020
3 24th October 2019 19th March 2020

The Board meets at least once in every quarter to review and approve the quarterlyfinancial result on compliance with Regulation 33 of SEBI Listing Obligations (Disclosures& Requirements) Regulation 2015.

Details of the Directors who attended Board meeting and General Meeting for the Year2019-2020

Name of the Director Designation No. Of Board Meetings attended Attendance at Last AGM
Ashish D. Panchal Managing Director 6 26.08.2019
Kantaben D. Panchal Director 6 26.08.2019
Rakeshbhai N. Panchal Director 6 26.08.2019
Dhwani J. Kansara Director 6 26.08.2019

17 AUDIT COMMITTEE MEETINGS:

The Formation of the Audit Committee is as per the Section 177 of the Companies Act2013. During the Year under review the committee has meet four times as mention below.

Date of the Meeting Date of the Meeting
21st May 2019 13th November 2019
12th August 2019 4th February 2020
Name of the Members Designation Category Meetings Attended during the Year
Ashish D. Panchal Non-Independent and Executive Member 4
Rakeshbhai N. Panchal Independent and Non-Executive Chairman 4
Dhwani J. Kansara Independent and Non-Executive Member 4

18 NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

The Formation of the Nomination and Remuneration Committee is as per the Section 178 ofthe Companies Act 2013. During the Year under review the committee has meet one times asmention below.

Date of the Meeting
21st May 2019
Name of the Members Designation Category Meetings Attended during the Year
Kantaben D. Panchal Non-Independent and Non-Executive Member 1
Rakeshbhai N. Panchal Independent and Non-Executive Chairman 1
Dhwani J. Kansara Independent and Non-Executive Member 1

19 REMUNERATION POLICY :

The Company has adopted Remuneration policy in which the criteria for appointment ofindependent director executive and non-executive directors are mentioned along with thepayment of remuneration and sitting fees to the director. Further criteria for makingpayment if any to nonexecutive directors are provided under the Nomination andRemuneration Policy of the Company which is hosted on the website of the Company viz;www.ashishpolyplast.com.

20 STAKEHOLDERS RELATIONSHIP COMMITTEE:

To comply with the provisions of Companies Act company has formed StakeholdersRelationship Committee. The object of the committee to look into complaints if any andredress the same expeditiously.

Besides the committee approves if any allotment transfer & Transmission ofshares Debentures issue of any new certificates on split \ consolidation \ renewaletc.as may be referred to it. Details of the Said Committee meeting are mentioned below:

Date of the Board Meeting Date of the Board Meeting
21st May 2019 13th November 2019
12th August 2019 4th February 2020
Name of the Director Designation Category Meetings Attended during the Year
Kantaben D. Panchal Non-Independent and Non-Executive Member 4
Rakeshbhai N. Panchal Independent and Non-Executive Chairman 4
Dhwani J. Kansara Independent and Non-Executive Member 4

21 DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

With the advent of the new Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the listed entities arerequired to make disclosure in the Annual Report about the details of share in DematSuspense Account / Unclaimed Suspense Account. The Details of the same is mentioned below:

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year NIL
Numbers of shareholders to whom shares were transferred from suspense account during the year. NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year. NIL
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares Not Applicable

22 BOARD EVALUATION

Persuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 a structured qustionnaire was prepared after taking into consideration of thevarious aspects of the board functions composition of the board amd its committeesculture execution and performance of specific duties obligations and governance.

The perfomance evaluation of the independent Directors was completed. The perfomanceevaluation of the chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board to Directors expressed their satisfaction with theevaluation process.

23 DIRECTOR'S REMUNERATION POLICY 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.

24 PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs. 850000/ per month or Rs.10200000/ per year. The Board of Directors wishes to express its appreciation to allthe employees of the company for their outstanding contribution to the operation of thecompany during the year.

25 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR

Ms. Aayushi P. Soni was appointed as Whole-time Company Secretary and ComplainceOfficer of the Company w.e.f. 8th April 2019 and Mr. Jitendra Patel Complaince Officerresigned on 08th April 2019.

26 CHANGES IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company done during the year.

27 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 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.

28 CORPORATE GOVERNANCE REPORT

As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure& Requirements) Regulations 2015 company is not falling under the same. Hencecompany has not provided corporate governance report as a part of this report howeverthe details as being applicable in pursuance to the Companies Act 2013 have beendisclosed in this report.

29 DEPOSITS

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.

30 SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Kamlesh M Shah & Co. Practising Company Secretary toconduct Secretarial Audit for the financial year under review. The Secretarial AuditReport for the financial Year ended 31st March 2020 is annexed herewith marked as AnnexureA to this Report.

31 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

The Auditor's Report and Secretarial Auditors' Report does not contain anyqualifications reservations or adverse remarks.

32 EXTRACT OF THE ANNUAL 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.

33 DEPOSITORIES

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.

34 INTERNAL CONTROL SYSTEM

The Company has internal control system commensurate to the size of its operations.Your company's Statutory Auditors have confirmed the adequacy of internal control system.

35 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO :-

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.

36 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 Act 2013.There are no details to be disclosed pursuant to section 134 (3) (h) of the Act read withrule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC - 2 in that regard.

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.36 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 as well as the related party policy of thecompany.

37 WEBSITE:

As per the Regulation 46 of SEBI (LODR) Regulations 2015 to the extent applicable theCompany has maintained a functional website www.ashishpolyplast.com which has all thedetails i.e. details of its business financial information shareholding pattern contactinformation of the designated officials of the Company who are responsible for assistingand handling investor grievances details of agreements entered into with the mediacompanies and/or their associates etc. The contents of the said website are updated onregular basis.

38 VIGIL MECHANISM / WHISTLE BLOWER

The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013 and the SEBI(LODR) Regulationsb 2015. The board has approved a policy for vigil mechanism which hasbeen hosted on the website of the Company. The weblink for the same iswww.ashishpolyplast.com.

39 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Empolyees) Rules 1975 in respect of employees of the Company andDirectors is funished here as under.

Name Designation Remuneration paid in F.Y 2019-20 Rs in Lakhs Remuneratio n paid in F.Y 2018- 19 Rs in Lakhs Increase in remuneration from previous years Rs in Lakhs Ratio / Times per median of the employee remuneratio
Ashish D Panchal Managing Director 15.19 15.19 0 10.19

40 POLICY ON PROTECTION OF WOMEN AGAINST SEXUAL HARRASEMENT AT WORK PLACE

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 the rulesmade thereunder the company has adopted a " Policy on Protection of Women againstSexual Harrasement at Work Place ". Through this policy the Company Seeks to provideprotection to its women employees against sexual harassement at work place and therebyprovide mechanism for redressal of complaints relating to months connected therewith orincidental thereto.

41 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 Company's operations include global and domestic demand and supplyconditions affecting selling prices in capacity additions availability of criticalmaterials and their cost change in Government's Policies and tax laws economicdevelopment of the Company and other factors which are material to the business operationof the Company.

42 ACKNOWLEDGEMENT

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.

On behalf of the Board
Ashish D. Panchal Kantaben D. Panchal
Place : Ahmedabad Chairman Director
Date : 23rd June 2020 Din : 00598209 Din : 00598256

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