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Deep Polymers Ltd.

BSE: 541778 Sector: Industrials
NSE: N.A. ISIN Code: INE00IY01012
BSE 00:00 | 29 Nov 431.60 8.75
(2.07%)
OPEN

423.00

HIGH

434.70

LOW

406.00

NSE 05:30 | 01 Jan Deep Polymers Ltd
OPEN 423.00
PREVIOUS CLOSE 422.85
VOLUME 111605
52-Week high 434.70
52-Week low 56.10
P/E 161.65
Mkt Cap.(Rs cr) 512
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 423.00
CLOSE 422.85
VOLUME 111605
52-Week high 434.70
52-Week low 56.10
P/E 161.65
Mkt Cap.(Rs cr) 512
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deep Polymers Ltd. (DEEPPOLYMERS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 14th Annual Report on the Businessand Operations of the Company along with the Audited Statement of Accounts for theFinancial Year ended on 31st March 2019.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31stMarch 2019 and for the previous financial year ended on 31st March 2018 isgiven below:

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from Operations 40.42 39.79 40.42 39.79
Other Income 2.11 1.31 2.11 1.31
Total 42.53 41.10 42.53 41.10
Total Expenses 37.94 38.21 37.94 38.21
Profit Before Exceptional and Extra Ordinary Items and T ax 4.59 2.89 4.59 2.89
Exceptional Items 0.00 0.00 0.00 0.00
Profit before Extra -Ordinary Items and Tax/ Profit Before T ax 4.59 2.89 4.59 2.89
Tax Expense: Current Tax 1.19 0.82 1.19 0.82
Deferred Tax 0.01 -0.04 0.01 -0.04
T otal T ax expense 1.20 0.78 1.20 0.78
Profit for the Period 3.37 2.11 3.37 2.11
Earnings Per Share (EPS)
Basic 3.07 2.01 3.21 2.03
Diluted 3.07 2.01 3.21 2.03

2. OPERATIONS

On consolidated basis revenue from operations for FY 2018-19 was Rs. 40.42 Crores. TheProfit before tax of the Company for the financial year 2018-19 stood at Rs. 4.59 Croresmaking Net Profit after Tax for the financial year 2018-19 of Rs. 3.37 Crores.

On Standalone basis revenue from operations for FY 2018-19 was Rs. 40.42 Crores. TheProfit before tax of the Company for the financial year 2018-19 stood at Rs. 4.59 Croresmaking Net Profit after Tax for the financial year 2018-19 of Rs. 3.37 Crores.

3. CHANGE IN NATURE OF BUSINESS IF ANY

During the Financial Year 2018-19. Our Company got listed on SME Platform of BSELimited.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 has been placed at the Company's website under SectionInvestors.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 10 (Ten) times viz 7thApril 2018 17th April 2018 30th April 2018 30thMay 2018 25th July 2018 17th August 2018 30thSeptember 2018 14th November 2018 1st December 2018 and 15thMarch 2018.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on March 31 2019 theapplicable accounting standards have been followed and there are no material departurefrom the same

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 financial year and of theprofit of the company for the financial year ended on March 31 2019

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

d. The directors had prepared the Annual Accounts on a going concern basis

e. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

7. COMMENT ON AUDITORS' REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the financial yearended on March 31 2019. Furthermore there were no frauds reported by the Auditors of theCompany pursuant to Companies Act 2013 and the rules made thereunder. Maintenance of costrecords as specified under Companies Act 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investment guarantees and securities covered under theprovisions of section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. Reserves & Surplus

Sr. No. Particulars Amount (in Rs.)
1. Balance at the beginning of the year 17468086
2. Current Year's Profit 35187711
3. Amount of Securities Premium and other Reserves 40800000
Total

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2018-19 (Previous year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred in the financial year 2018-19

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the financialyear 2018-19 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN
1. Mr. Rameshbhai Patel Managing Director 01718102
2. Mr. Kirti Saghvi* Independent Director 08122735
3. Mr. Subhash Chaturvedi@ Independent Director 01663471
4. Ms. Ashaben Patel Non-Executive Director 01310745
5. Mr. Narayansigh Chauhan** Independent Director 07424417
6. Mr. Jignesha Patel Non-Executive Director 06963053
7. Ms. Dhrupa Thakkar# Company Secretary -
7. Ms. Priya Singh$ Company Secretary -
8. Mr. Debshankar Das@ CFO -

*Mr. Kirti Sanghvi was appointed as Independent Director w.e.f. 30-04-2019 and he hasresigned from the office of Directorship w.e.f. 05-09-2019

@Mr. Subhash Chaturvedi was appointed as Independent Director and Mr. Debsankar Das wasappointed as CFO w.e.f. 30-04-2019**Mr. Narayansigh Chauhan was appointed as IndependentDirector w.e.f 3rd September 2019.

# Ms. Dhrupa Thakkar was appointed as Company Secretary w.e.f. 30-04-2018 and resignedon 30-09-2018

$ Ms. Priya Singh was appointed as Company Secretary w.e.f. 01-12-2018 As per CompaniesAct 2013 the Independent Directors are not liable to retire by rotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Kirti Sanghvi and Mr. Subhash Chaturvedi Independent Directors of the Company haveconfirmed to the Board that they meet the criteria of Independence as specified underSection 149 (6) of the Companies Act 2013 and they qualify to be Independent Directors.They have also confirmed that they meet the requirements of Independent Director asmentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015. The confirmations were noted by the Board.

19. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore byvirtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company. Hence CorporateGovernance does not form part of this Board's Report.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has an Associate Company i.e. Deep Additives Private Limited.

21. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the financial year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the financial year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution towards development of the Business and various other criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation ofthe working of the Board its committees experience and expertise performance ofspecific duties and obligations etc. were carried out. The Directors expressed theirsatisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive andNonExecutive Directors were evaluated in terms of their contribution towards the growthand development of the Company. The achievements of the targeted goals and theachievements of the Expansion plans were too observed and evaluated the outcome of whichwas satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

M/s. H K Shah & Co Chartered Accountants Ahmedabad Chartered AccountantsAhmedabad (Firm's Registration No. 109583W) were appointed as the Statutory Auditors ofthe Company for a period of 5 (five) years. The Auditor's report for the financial yearended March 31 2019 has been issued with an unmodified opinion by the StatutoryAuditors.

24. SECRETARIAL AUDITOR

The Board appointed Mr. Jitendra Parmar Practicing Company Secretaries Ahmedabad toconduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit Report forthe financial year ended 31st March 2019 is annexed herewith marked asAnnexure-1 to this Report.

25. DISCLOSURES

A. Composition of Audit Committee:

During the year under review meetings of members of the Audit committee as tabulatedbelow was held on 30th May 201825th July 2018 14thNovember 2018 15th March 2019 and the attendance records of the members ofthe Committee are as follows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Mr. Kirti Saghvi Chairman 4 4
2. Mr. Rameshbhai Patel Member 4 4
3. Mr. Subhash Chaturvedi Member 3 3

(The details of Committee members are as on the closure of Financial year i.e. 31stMarch 2019)

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

Composition of Nomination and Remuneration Committee:

During the year under review meetings of the members of the Nomination andRemuneration committee as tabulated below was held on 30th May 2018 25thJuly 2018 1st December 201815th March 2019 and the attendancerecords of the members of the Committee are as follows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Mr. Jignesha Rameshbhai Patel Chairman 4 4
2. Mr. Kirti Saghvi Member 4 4
3. Mr. Subhash Chaturvedi Member 3 3

(The details of Committee members are as on the closure of financial year i.e. 31stMarch 2019)

B. Composition of Stakeholders' Relationship Committee:

During the year under review meetings of members of Stakeholders' Relationshipcommittee as tabulated below was held on 30th May 2018 25thJuly 2018 14th November 2018 15th March 2019 and the attendancerecords of the members of the Committee are as follows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. . Mr. Kirti Saghvi Chairman 4 4
2. Ms. Ashaben Patel Member 4 4
3. Mr. Subhash Chaturvedi Member 3 3

(The details of Committee members are as on the closure of Financial year i.e. 31stMarch 2019)

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as per Annexure -2.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

Registered Office: By the Order of the Board
Block No 727 B/H Bhavi Industries Rakanpur (Santej) Kalol District Deep Polymers Limited
Gandhinagar - 382 721. Sd/-
Place: Ahmedabad Rameshbhai Patel
Date: 3rd September 2019 Managing Director
DIN: 01718102

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