The Board of Directors present herewith the 28th Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2020.The Management Discussion and Analysis Report has also been incorporated into this report.
The financial highlights of the Company are as follows: -
( Rs. in Lacs
|Particulars ||For the year ended 31st March 2020 ||For the year ended 31st March 2019 |
|Operating Revenues / Turnover ||406 ||606 |
|Profit/(Loss) before Depreciation & Amortization Finance charges ||(211) ||(291) |
|Depreciation & Amortization ||21 ||23 |
|Finance Charges ||-- ||-- |
|Profit/(Loss) before tax ||(232) ||(314) |
|Provision for taxation (incl. deferred tax) ||-- ||-- |
|Profit/(Loss) after tax ||(232) ||(314) |
|Other Comprehensive Income/(Loss) ||(9) ||(1) |
|Total Comprehensive Income/(Loss) ||(241) ||(315) |
HIGHLIGHTS OF PERFORMANCE
* Operating Revenues for the year is Rs. 406 lacs as compared to Rs. 606 Lacs in2018-19.
* Loss after tax for the year is Rs. 232 lacs as compared to Loss of Rs. 314 Lacs in2018-19.
IMPACT OF COVID - 19 PANDEMIC:
In March 2020 the World Health Organisation (WHO) declared COVID-19 a global pandemic.Consequent to this Government of India declared nation-wide lockdown on March 24 2020which has impacted normal business operations of the Company. The Company is mainlyengaged in the manufacture of thermoware products. The Company's job work operations forits customers had been reducing due to slowing down of the economy. The lock down inducedto contain the spread of COVID-19 Pandemic brought complete stoppage of manufacturingoperations of the Company at its Silvassa plant. The Company is now facing difficulties inrecommencing its manufacturing operations as the trained/skilled labour being personsfrom outside the town are not available.
The Company's manufacturing operations in future depend on availability oftrained/skilled manpower and the ability of the Company to manufacture products in meetingwith expectations of market and regulations of health and safety as may be made applicableafter the conditions of Pandemic have subsided.
In view of the accumulated losses your Directors regret their ability to recommend anydividend for the financial year under review.
During the year under review no amount was transferred to General Reserve.
MANGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is enclosed as a part of this Report.
The paid up Equity Share Capital as on 31st March 2020 stood at Rs.124971000 (BSELtd. approved Forfeiture of 2900 Equity shares on 18th March 2020). During theyear under review the Company has not issued shares with differential voting rights norhas granted any stock options as sweat equity. As on 31st March 2020 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
CHANGE IN NATURE OF BUSINESS
The Company during the year manufactured thermoware products. The lock down induced tocontain the spread of COVID- 19 Pandemic brought complete stoppage of manufacturingoperations of the Company at its Silvassa plant. The Company is now facing difficulties inrecommencing its manufacturing operations as the trained/skilled labour being personsfrom outside the town are not available.
There is no change in the business of the Company however management of the Company isevaluating options to use the current facilities in the most effective manner and is alsoconstantly reviewing the situation and evaluating other business opportunities.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is in commensurate with its size scale and complexitiesof its operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a Management Information System which is an integral part of thecontrol mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit play a key role in providing assurance to the Board of Directors. Significantaudit observations and corrective actions taken by the management are presented to theAudit Committee of the Board. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements ofthe Companies Act 2013 ("Act") and the Indian Accounting Standards (IND AS).The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs Profits/loss and Cash Flows for the year ended31st March 2020. There is no audit qualification on financial statement by the StatutoryAuditors for the year under review.
LOANS GUARANTEES & INVESTMENTS
Details of Loan Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to Financial Statements.
The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company are on arm's length basis andin the ordinary course of business. All the Related Party Transactions as required underAS-18 are reported in the Notes to the financial statements.
In accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated the Related Party Transactionspolicy and the same is uploaded on Company's website at the link :http://mplindia.in/category_img/pr_220.pdf
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. It ensures that strict confidentiality is maintained whilst dealing with concerns andalso no discrimination will be meted out to any person for a genuinely raised concern. Anysuspected or confirmed incident of fraud / misconduct can be reported thereof.
The Whistle Blower Policy has been posted on website of the Companyhttp://mplindia.in/category_img/pr_221.pdf RISK MANAGEMENT Policy
There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. During the year a risk analysis and assessment was conducted and
no major risks were noticed.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under Listing Regulations mandates thatthe Board shall monitor and review the Board evaluation framework.
The performance of the Board was evaluated by the Board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole was evaluated taking into account theviews of executive directors and non-executive directors.
The same discussed in the Board meeting that followed the meeting of the IndependentDirectors at which the performance of the Board its committees and individual directorswas also discussed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Madhup B. Vaghani and Mrs. Radhika S. Rane Directors ofthe Company retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers themselves for re-appointment.
Shri Bansilal I. Vaghani resigned from the office of directorship of the Company w.e.f.15th July 2020.
The following are the Key Managerial Personnel of the Company:
|Shri Madhup B. Vaghani : ||Chairman and Whole Time Director |
|Shri Pankaj B. Bhaya : ||Chief Financial Officer |
|Mrs. Vishakha Jain : ||Company Secretary and Compliance Officer |
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
'Appointment Letters' of Independent Directors and 'Familiarization Program' process toprovide insights of the Company to Independent Directors are hosted on website of theCompany - http://mplindia.in/category_img/pr_219.pdf and
http://mplindia.in/category_img/pr_230.pdf andhttp://mplindia.in/category_img/pr_225.pdf and
During the year under review the Company has conducted five Board Meetings on thefollowing dates: 29th May 2019 13th June 2019 14th August 2019 14thNovember 2019 and 14th February 2020. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
Messers Bastawala and Associates Chartered Accountants (ICAI Firm Registration Number121789W) was re-appointed as Statutory Auditor of the Company at 25th AnnualGeneral Meeting which was held on 25th September 2017 to hold office as Statutory Auditorfrom the conclusion of 25th Annual General Meeting till the conclusion of 30thAnnual General Meeting (AGM) of the Company. Messers Bastawala and Associates CharteredAccountants is willing to act as a Statutory Auditor of the Company for the financialyear 2020-21. The Company has received a written consent from them vide letter for theirreappointment and also confirmation from the said Auditors that they are not disqualifiedto act as the Auditors and are eligible to hold the office as Statutory Auditors of theCompany.
As required under Section 204 of the Companies Act 2013 Secretarial Audit Reportobtained from Shri Shailesh Kachalia Practising Company Secretary is annexed and formspart of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There is no audit qualification on financial statements by the Statutory auditors forthe year under review.
The Secretarial Auditor has observed that 1250000 equity shares of Rs.10/- eachallotted to the promoters on preferential basis are pending for listing with BSE Ltd. TheCompany is taking steps to list the said shares.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9 as provided under sub-section (3) ofSection 92 of the Companies Act 2013 is annexed and forms part of the Board Report.
MATERIAL CHANGES AND COMMITMENTS
The material changes took place affecting the financial position of the Company fromthe date of closure of financial year till the signing of Accounts were:
1. Stoppage of Manufacturing Operations:
The Company's job work operations for its customers had been reducing due to slowingdown of the economy. The lock down induced to contain the spread of COVID-19 Pandemicbrought complete stoppage of manufacturing operations of the Company at its Silvassaplant. The Company is now facing difficulties in recommencing its manufacturing operationsas the trained/skilled labour being persons from outside the town are not available.
The Management of the Company is constantly reviewing the situation and evaluatingother business opportunities.
2. Waiver of receipt of remuneration
Considering the stoppage of manufacturing operations of the Company and strain on itscash flows the Company received a letter from Chairman Mr. Madhup Bansilal Vaghaniwaiving of payment of remuneration to him w.e.f. 01.03.2020.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
BSE Ltd. approved the case of Forfeiture of 2900 Equity shares on 18thMarch 2020 and Rejected the case of Reclassification of shares from Promoters Category toPublic Category on 4th June 2020.
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 environmental regulations and preservation ofnatural resources.
disclosure ON COMPLIANCE With SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with. disclosure
IN TERMS OF THE SEXuAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance of sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made there under. The Policy aims toprovide protection to employees at workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on 'Report on Corporate Governance'practices followed by the Company together with a certificate from the Practicing CompanySecretary confirming compliances forms integral part of this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2020 and of the loss of the Company for the year ended on
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGs And OuTGO
A) Conservation of Energy:-
a) The Company has taken all measures to conserve the Energy by installing latestequipments for Conservation of Energy.
b) The cumulative effect of the Energy Conservation steps taken by the Company hasconsiderably reduced the consumption of Energy and saved the cost of the Company.
B) Research & Development (R & D)
(a) Specific areas in which R & D is carried out by the Company.
As the Company is currently carrying out job work of thermoware products there is noR&D activity carried out by the Company except when requested by customers or requiredby customers.
(b) Benefits derived as a result of the R & D.
Benefits were derived by the Company of securing continuity of its business activities.
(c) Future Plan of Action.
The Company is exploring new business opportunities and accordingly required R&Dwill be carried out by the Company.
C) Technology Absorption Adaptation and Innovation.
(a) Efforts in brief made towards technology absorption adaptation and innovation asenumerated in Clause A above.
(b) Benefits derived as a result of the above efforts - Not Applicable
D) Foreign Exchange Earnings and Out Go:
Foreign Exchange spent Rs. NIL Foreign Exchange earned Rs. NIL.
corporate social responsibility committee
The Company firmly believes that the industry owes duty of welfare to the society atlarge and it shall pursue the commitment of Social Responsibility and carry out the socialwork directly and/or through other registered welfare organizations.
The Company has no prescribed average net profits networth and turnover as per theprovisions of Section 135 of the Companies Act 2013. The Company has carried forwardlosses.
The Company voluntarily re-constituted Corporate Social Responsibility Committee (CSR)on 29th May 2019 consisting of Shri Viren V. Bhimani Shri Sharad K. Shukla Shri ParimalD. Banerjee and Shri Madhup B. Vaghani Shri Bansilal I. Vaghani ceased to be a member ofthe Corporate Social Responsibility Committee w.e.f. 29th May 2019. Shri Viren V. Bhimaniis the Chairman of the Committee.
The Audit committee was re-constituted on 29th May 2019.
The Audit Committee comprises of four Members- Shri Viren V. Bhimani Shri Sharad K.Shukla Shri Parimal D. Banerjee and Shri Madhup B. Vaghani. Shri Bansilal I. Vaghaniceased to be a member of the Audit Committee w.e.f. 29th May 2019. Shri Viren V. Bhimaniis the Chairman of the Committee. The details of all related party transactions if anyare placed periodically before the Audit Committee. During the year there were noinstances where the Board had not accepted the recommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee was re-constituted on 29th May 2019.
The Nomination and Remuneration Committee comprises of four Members- Shri Viren V.Bhimani Shri Sharad K. Shukla Shri Parimal D. Banerjee and Mrs. Radhika S. Rane. ShriBansilal I. Vaghani ceased to be a member of the Nomination and Remuneration Committeew.e.f. 29th May 2019. Shri Viren V. Bhimani is the Chairman of the Committee. TheComposition of Nomination and Remuneration committee is pursuant to the provisions ofSection 178 of the Companies Act 2013 and Clause 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company reconstituted Stakeholders Relationship Committee on 29th May 2019.
The Stakeholders Relationship Committee comprises of four Members- Shri Viren V.Bhimani Shri Sharad K. Shukla Shri Parimal D. Banerjee and Shri Madhup B. Vaghani. ShriBansilal I. Vaghani ceased to be a member of the Stakeholders Relationship Committeew.e.f. 29th May 2019.
Shri Viren V. Bhimani is the Chairman of the Committee.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and regulation 17 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the performance evaluation of the Independent Directors is carried out by othernon-independent directors on the basis of their contribution towards importantaspects/affairs of the Company and active participation on the board. The Directorsexpress their satisfaction with the evaluation process.
Further the Company have constituted Performance Evaluation Policy to evaluate theperformance of Independent Directors and the said policy is available on the website ofthe company at http://mplindia.in/category_img/pr_238.pdf
REMUNERATION OF DIRECTORS
Pecuniary Relationship or Transactions with the Non-Executive Directors:
There was no any pecuniary relationship or transaction took place between the companyand its Non-Executive Directors. Criteria of making payments to Non-Executive Directors:
The Company is paying sitting fees to all the Non-Executive Directors as decided by theboard for attending the board meeting Further Company reimburses out of pocket expensesincurred by all the Non-Executive Directors of the Company in connection with variousaffairs of the Company.
PARTICULARS OF EMPLOYEES
Shri Madhup B. Vaghani Whole Time Director has received remuneration as per the limitsprescribed in Section 197 read with Rule 5 of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
The Company does not have any Subsidiaries or Joint Ventures or Associate Companies ason the report date as defined under the Companies Act 2013.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.mplindia.in
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave complied compliance with the Code.
Statements in this report describing the Company's objectives projections estimatesexpectations or predictions may be forward looking statements considering the applicablelaws or regulations. These statements are based on certain assumptions and expectations offuture events. Actual results could however differ materially from those expressed orimplied. Important factors that could make a difference to the Company's operationsinclude global and domestic demand - supply conditions Finished goods prices rawmaterials cost and availability fluctuations in exchange rates change in Governmentregulations and tax structure within India and the countries with which the Company hasbusiness contacts and other factors such as litigation and industrial relations.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from all organizations connected with its business during the yearunder review. Your Directors also wish to place on record their deep sense of appreciationfor the committed services of Executives and Staff of the Company. Your Directors are alsodeeply grateful for the confidence and faith shown by the Shareholders of the Company inthem.
| ||BY ORDER OF THE BOARD |
| ||For MPL PLASTICS LIMITED |
| ||M.B.VAGHANI |
| ||CHAIRMAN |
|CIN: L25209MH1992PLC066635 ||(DIN: 00067115) |
|Website: www.mplindia.in || |
|Email: email@example.com || |
|Registered Office:- || |
|2 Ashish Warehouse Corporation || |
|Punjab Foundry Industrial Estate || |
|Near Classic Studio Mira Bhayander Road || |
|Kashimira Mira Road (East) || |
|Dist. Thane - 401104 || |
|Tel.No.: 022-28455450 || |
|Place: Thane || |
|Date: 14th August2020 || |