Your Directors present the 33RD ANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2018-19 ended 31st March 2019.
1. FINANCIAL RESULTS :
| || ||(Rs. in Lakh) |
|Particulars ||2018-19 ||2017-18 |
|Operating Loss (Before Interest & Depreciation) ||10.67 ||9.76 |
|Add : Interest ||- ||- |
|Add : Depreciation ||- ||- |
|Net Loss before Tax ||10.67 ||9.76 |
|Add : Provision for Taxation ||- ||- |
|Loss after Tax ||10.67 ||9.76 |
|Balance of Loss brought forward from Previous year ||457.75 ||447.99 |
|Net Loss carried to Balance Sheet ||468.42 ||457.75 |
In view of carried forward losses and also in view of absence of virtual certainty ofsufficient future taxable income deferred tax assets/liabilities have not beenrecognised.
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2019 and date of this report.
Your Directors are unable to recommend Dividend for the year 2018-19 in view of theaccumulated losses as on 31st March 2019.
The Company is resuming the business of dealing in PET bottles and Jars by way of wholesale supply to Pharmaceutical companies FMCG companies bottling companies and the like.
The Operating Loss (before interest and depreciation) stood at Rs. 10.67 lakh duringthe year under review as compared to Rs. 9.76 lakh during the year 2017-18. As there wasno provision for depreciation Interest and exceptional and prior period items the Netloss stood same at Rs. 10.67 lakh during the year under review.
4. REVIVAL PLAN:
With reference to BSE letter no. L/SURV/OFL/KM/SHELL/COMP/531671/1 dated 18th January2019 in connection with BSE Notice no. 20190111-17 dated 11th January 2019 to listedShell Companies as per SEBI directions the Company has demonstrated and startedimplementation of the revival plan of operations in the Company. The global plasticsindustry is observing a continuous shift of production bases to low cost Asian countries.The demand for pre forms is directly driven by the consumption of PET bottles in India. Inorder to revive the business operations of the company and to have a share of pie in thegrowing plastic industry Company proposes to resume the business of dealing in PETbottles and Jars by way of whole-supply to Pharmaceutical companies FMCG companiesbottling companies and the like.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2019-20.
The Company had been treated as Shell Company vide BSE Notice no. 20170807-31 dated 7thAugust 2017 by BSE Limited pursuant to SEBI's directions the Company has alsodemonstrated the revival plan in the operations of the Company.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2019 was Rs. 54031000. Ason 31st March 2019 the Company has not issued shares with differential voting rights norgranted stock options nor do sweat equity and none of the Directors of the Company holdany convertible instruments.
Your Company does not propose to transfer any amount to general reserve.
8.1 Ms. Rita S. Shah retires by rotation in terms of Articles 153 and 154 of theArticles of Association of the Company at this ensuing Annual General Meeting beingeligible offers herself for reappointment.
8.2 The Board of Directors duly met 6 times during the financial year under review.
8.3 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Amrish V. Pandya and Mr. Sanjay V. Karkare as IndependentDirectors of the Company for a second consecutive term of 5 years from the conclusion ofthis 33rd AGM up to the conclusion of the 38th AGM respectively and they will not beliable to retire by rotation.
8.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
8.5 The Board based on the recommendations of the Nomination and RemunerationCommittee had reappointed Mr. Sanjay S. Shah as Managing Director w.e.f. 29th July 2019to hold the office upto the 28th July 2024.
8.6 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for appointment/ reappointment of Independent Directors areprovided in the notice for the forthcoming AGM of the Company.
8.7 Formal Annual Evaluation: The Nomination and Remuneration Committee adopted aformal mechanism for evaluating the performance of the Board of Directors as well as thatof its Committees and individual Directors including Chairman of the Board KeyManagerial Personnel/ Senior Management etc. The exercise was carried out through anevaluation process covering aspects such as composition of the Board experiencecompetencies governance issues etc.
8.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standards(IND-AS) had been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2019 beingend of the financial year 2018-19 and of the loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website www.bisilplast.com
11. KEY MANAGERIAL PERSONNEL (KMP):
Remuneration of KMP:
| || || ||(Rs. In lakh) |
|Sr. No. ||Name of the Director & KMP ||Designation ||Remuneration |
|1. ||Mr. Paresh Sukhadia ||CFO || |
|2. ||Ms. Khusbhu H. Shah# ||Company Secretary ||1.58 |
#Ms. Khushbu H. Shah appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 20th July 2018.
12. PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
There are no Related Party Transactions and hence no details have been submitted.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable as there are no manufacturing activities duringthe year under review. The Company has not earned or spent any Foreign Exchange during theyear under review.
15. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure A.
16. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure B. Asregards the observation of the Auditors the Company has appointed Whole-time CompanySecretary and have also uploaded requisite information on the website of the Company as onthe date of this Report. With regard to SEBI Circular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/2018/ 73 dated 20th April 2018 the Company has yet not taken special efforts to collectcopy of PAN and bank account details of all securities holders holding securities inphysical form. However the Company has placed note for the same in the Annual Report forthe year 2017-18 and also in the notice of the forthcoming Annual General Meeting. Due totechnical reason the name of one of the Directors is not reflected on the portal ofMinistry of Corporate affairs.
17. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C. The same is also available on the Company's website at www.bisilplast.com.
18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
19.1. STATUTORY AUDITORS:
The present Auditors of the Company M/s. S. K. Jha & Co. Chartered AccountantsAhmedabad were appointed as Statutory Auditors of the Company at the 31st Annual GeneralMeeting for a period of 5 years i.e. for financial years 2017-18 to 2021-2022. Theycontinue to hold office as Statutory Auditors till the conclusion of 36th AGM to be heldin the year 2022.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts. 19.2 INSURANCE:
The movable and immovable properties of the Company including Plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire riot strike malicious damage etc. as per the consistent policy of theCompany.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs. 19.6 CODE OFCONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:There have been no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
19.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources. There are no operations being carried out in the Company during theyear under review.
19.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
19.10 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
20. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
21. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.
22.1 The Company has no outstanding payment to Banks or any other person.
22.2 The Company's Income-tax Assessment has been completed upto the Assessment Year2017-18.
Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Sanjay S. Shah ||Rita S. Shah |
|Date : 18th July 2019 ||Chairman & Managing Director ||Director |