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Ashish Polyplast Ltd.

BSE: 530429 Sector: Industrials
NSE: N.A. ISIN Code: INE831C01016
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NSE 05:30 | 01 Jan Ashish Polyplast Ltd
OPEN 5.62
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VOLUME 110
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52-Week low 5.10
P/E 14.57
Mkt Cap.(Rs cr) 2
Buy Price 5.10
Buy Qty 10.00
Sell Price 5.10
Sell Qty 1210.00
OPEN 5.62
CLOSE 5.10
VOLUME 110
52-Week high 14.11
52-Week low 5.10
P/E 14.57
Mkt Cap.(Rs cr) 2
Buy Price 5.10
Buy Qty 10.00
Sell Price 5.10
Sell Qty 1210.00

Ashish Polyplast Ltd. (ASHISHPOLYPLAST) - Director Report

Company director report

To

The Shareholders

ASHISH POLYPLAST LIMITED

Ahmedabad.

We have great pleasure in presenting Twenty Third Annual Report on the working of thecompany together with the Annual Accounts for the year ended on 31 st March 2017 and trustthat the same will meet your approval.

1. FINANCIAL RESULTS

Particulars 2016-17 2015-16
Amount (Rs.) Amount (Rs.)
Sales & Other Income 122461253 111035771
Profit/(Loss) before Depreciation and Taxation 4193461 3508621
Less: Depreciation 1871670 1735199
Profit/(Loss) before Tax 2321791 1773422
Less: Provision for taxation 729664 770101
Profit/(Loss) after taxation 1592128 1003321
Add: Balance of last year brought forward 10553129 9549808
Balance Profit/(Loss) available for appropriation 12145257 10553129
Less : Transfer to General Reserve
Proposed Dividend
Dividend Distribution Tax
Balance Profit/(Loss) Carried to Balance Sheet 12145257 10553129

2 COMPANY'S PERFORMANCE

The sales turnover of the company amounted to Rs 122150813/- in the current year ascompared to Rs. 110103060/- in the previous year which shows an increase of about10.94%. The company has earned higher net profit after tax of Rs. 1592128/- during theyear as against Rs.1003321/- in last year due to increase in sales. Profit BeforeDepreciation and interest (PBDIT) has increased to Rs. 6006444/- during the Current yearas against Rs.5369477/- in last year. This was due to increase in productioneffectiveness .Your Directors are making constant efforts for increasing the business ofthe company.

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.37000000 divided into 3700000 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 National Stock Exchange Limited (NSE) aswell as 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 OFTHE 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.

9 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 andcompany's operations in future.

10 SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATES

As on March 31 2017 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 2017 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 Mrs Dhwani Jimish Kansara is liable to retire by rotation and beingeligible offers herself for re-appointment.

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 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.

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 OFTHE BOARD

Four Meetinqs of the Board were held durinq the vear as mentioned below :

Date of the Board Meeting

1 30th May 2016

2 2nd August 2016

3 7th November 2016

4 9th February 2017

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 Year2016-2017

Name of the Director Designation No. Of Board Meetings attended Attendance at Last AGM
Ashish D. Panchal Managing Director 4 22.08.2016
Kantaben D. Panchal Director 4 22.08.2016
Rakeshbhai N. Panchal Director 4 22.08.2016
Dhwani J. Kansara Director 4 22.08.2016

17 AUDIT COMMrTTEE 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

1 30th May 2016

2 2nd August 2016

3 7th November 2016

4 9th February 2017

Name of the Members Designation Category Meeting Attended durgin 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

1 1st May 2017

Name of the Members Designation Category Meeting Attended durgin 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.

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 allotmenttransfer & Transmission of shares Debentures issue of any new certificates on split\ consolidation \ renewal etc.as may be referred to it. Details of the Said Committeemeeting are mentioned below :

Sr No Date of the Board Meeting Sr No Date of the Board Meeting
1 30th May 2016 3 7th November 2016
2 2nd August 2016 4 9th February 2017

 

Name of the Members Designation Category Meeting Attended durgin 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 SECTION 178 OFCOMPANIES 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. 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.

25 KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR

There is no change in the Key Managerial personnel due to low level of activity.

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 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.

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 AUDITORS

Dipesh Sureshbhai Mehta Chartered Accountants Ahmedabad Auditors of the Companyhold office until the conclusion of the ensuing Annual General Meeting and is eligible forappointment. Dipesh Sureshbhai Mehta have been confirmed that their appointment if madeshall be within limits specified under section 139 of the Companies Act 2013.

31 SECRETARIAL AUDIT REPORT

The Board has appointed Mr. Mohan B Vishnav Practising Company Secretary to conductSecretarial Audit for the financial year under review. The Secretarial Audit Report forthe financial Year ended 31 st March 2017 is annexed herewith marked as Annexure A to thisReport.

32 REPORTS OF STATUTORY AUDITORS AND SECRETARIAL AUDITORS

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

33 EXTRACT OFTHE 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.

34 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.

35 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.

36 CONSERVATION OF ENERGY.TECHNOLOGY ABSORPION & 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.

37 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.41 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.

38 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.

39 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

40 REMUNERATION RATIO OFTHE 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.

Sr no Name Designation Remuneration paid in F.Y 2016-17 Rs in Lacs Remuneration paid in F.Y 2015-16 Rs in Lacs Increase in remuneration from previous years Rs in Lacs Ratio/Times per median of the employee remuneration
1 Ashish D Panchal Managing Director 15.19 13.94 1.25 11.13

41 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 rules madethereunder the company has adopted a " Policy on Protection of Women against SexualHarrasement 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.

42 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.

43 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 : 25th May 2017 Din : 00598209 Din : 00598256

ANNEXURE-A

Securities Laws

1. All Price Sensitive Information was informed to the stock exchanges form time totime

2. All investors complain directly received by the RTA & Company are recorded onthe same date of receipts and all are resolved within reasonable time.

Labour Laws

1. All the premises and establishments have been registered with the appropriateauthorities.

2. The Company has not employed any child labour/ Bonded labour in any of itsestablishments.

3. The Company is ensuring the compliances of PF/ESI and other social security measuresto the contract employees. One of the responsible officers of the company carries out thesurvey regarding the compliances of this.

Environmental Laws

As the company is engaged in the manufacturing activities so the Environmental laws areapplicable to the company.

1. The company is not discharging the contaminated water at the public drains/rivers.The company has efficient water treatment plants at its factory premises.

2. The company has been disposing the hazardous waste as per applicable rules.

Taxation Laws

The company follows all the provisions of the taxation and Income Tax Act 1961 andfiling the returns at proper time with Income tax department and all other necessarydepartments.

FOR KAMLESH M. SHAH & CO.
PRACTICING COMPANY SECRETARIES
Place: Ahmedabad. (Kamlesh M. Shah)
Date :25th May 2017 ACA: 8356 COP: 2072

ANNEXURE-B

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO1 CONSERVATION OF ENERGY

(i) the Steps taken or impact on conservation energy The company has adopted several energy conservation measures. Due care has been taken at the time of selection of plant & machinery. Periodical testing is being done for each unit of power supply to verify that the energy consumed is minimized.
(ii) the Steps taken by the company for utilizing alternate source of energy Nil
(iii) the capital investment on energy conservation equipments Nil
2 TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption The Company always keeps itself updated with all the latest technological innovation by way of constant communications with consulting experts. Efforts are being made to make maximum use of available infrastructure at the same time innovating new techniques to bring efficiency and economy in different areas.
(ii) The benefit derived like product improvement cost reduction product development or import substitution
(iii) details of imported technology (imported during the last three years reckoned from the beginning of the financial year) No imported technology
(a) the details of technology imported N.A
(b) year of import
(c) whether the technology has been fully absorbed
(d) if not fully absorbed arrears where absorption has not taken place and the reasons thereof

3 FOREIGN EXCHANGE EARNING/OUTGO

Particulars Current Year Previous Year
a Total foreign exchange earned NIL NIL
b Total foreign exchange outgo NIL NIL

 

By Order of the Board
Ashish D. Panchal Kantaben D Panchal
Place : Ahmedabad. Chairman Director
Date : 25th May 2017 Din : 00598209 Din : 00598256