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MPL Plastics Ltd.

BSE: 526143 Sector: Industrials
NSE: MILTONPLAS ISIN Code: INE343A01016
BSE 00:00 | 21 Jan 11.22 -0.53
(-4.51%)
OPEN

11.69

HIGH

12.00

LOW

11.17

NSE 05:30 | 01 Jan MPL Plastics Ltd
OPEN 11.69
PREVIOUS CLOSE 11.75
VOLUME 18910
52-Week high 12.82
52-Week low 3.99
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.69
CLOSE 11.75
VOLUME 18910
52-Week high 12.82
52-Week low 3.99
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MPL Plastics Ltd. (MILTONPLAS) - Director Report

Company director report

To

The Members

The Board of Directors present herewith the 29th AnnualReport of the Company together with the Audited Accounts for the year ended 31stMarch 2021. The Management Discussion and Analysis Report has also been incorporated intothis report.

FINANCIAL RESULTS

The Highlights of Financial Results of Company are as follows: -

( Rs. in Lacs
Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
Operating Revenues / Turnover 3 406
Profit/(Loss) before Depreciation & Amortization Finance charges (45) (211)
Depreciation & Amortization 22 21
Finance Charges - -
Profit/(Loss) before tax (67) (232)
Provision for taxation (incl. deferred tax) - -
Profit/(Loss) after tax (67) (232)
Other Comprehensive Income/(Loss) 9 (9)
Total Comprehensive Income/(Loss) (58) (241)

HIGHLIGHTS OF PERFORMANCE

* Operating Revenues for the year is Rs. 3 lacs as compared to Rs. 406Lacs in 2019-20.

* Loss after tax for the year is Rs. 67 lacs as compared to Loss of Rs.232 Lacs in 2019-20.

DIVIDEND

In view of the accumulated losses your Directors regret their abilityto recommend any dividend for the financial year under review.

RESERVES

During the year under review no amount was transferred to GeneralReserve.

MANGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is enclosed as a part of this Report.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 stood atRs.124971000 (BSE Ltd. approved Forfeiture of 2900 Equity shares on 18th March 2020).During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options as sweat equity. As on 31st March 2021 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.

CHANGE IN NATURE OF BUSINESS

The Company during the year manufactured thermoware products. The lockdown induced to contain the spread of COVID- 19 Pandemic brought complete stoppage ofmanufacturing operations of the Company at its Silvassa plant. The Company is now facingdifficulties in recommencing its manufacturing operations as the trained/skilled labourbeing persons from outside the town are not available.

There is no change in the business of the Company however managementof the Company is evaluating options to use the current facilities in the most effectivemanner and is also constantly reviewing the situation and evaluating other businessopportunities.

INTERNAL CONTROL SYSTEM AND Their ADEQUACY

Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is in commensurate with its size scaleand complexities of its operations. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a Management Information System which is an integralpart of the control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors andthe Business Heads are periodically apprised of the internal audit findings and correctiveactions taken. Audit play a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliances with therequirements of the Companies Act 2013 ("Act") and the Indian AccountingStandards (IND AS). The financial statements have been prepared on historical cost basis.The estimates and judgments relating to the financial statements are made on a prudentbasis so as to reflect in a true and fair manner the form and substance of transactionsand reasonably present the Company's state of affairs Profits/loss and Cash Flows for theyear ended 31st March 2021. There is no audit qualification on financial statement by theStatutory Auditors for the year under review.

LOANS GUARANTEES & INVESTMENTS

Details of Loan Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.

DEPOSITS

The Company has not accepted any deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company are on arm'slength basis and in the ordinary course of business. All the Related Party Transactions asrequired under AS-18 are reported in the Notes to the financial statements.

In accordance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated the Related PartyTransactions policy 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 andmismanagement if any. It ensures that strict confidentiality is maintained whilst dealingwith concerns and also no discrimination will be meted out to any person for a genuinelyraised concern. Any suspected or confirmed incident of fraud / misconduct can be reportedthereof.

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 managingsignificant risks faced through a risk management process designed to identify the keyrisks facing business. During the year a risk analysis and assessment was conducted andno major risks were noticed.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed under Listing Regulationsmandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issue to be discussed meaningful and constructivecontribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole was evaluated taking intoaccount the views of executive directors and non-executive directors.

The same discussed in the Board meeting that followed the meeting ofthe Independent Directors at which the performance of the Board its committees andindividual directors was also discussed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Shri Madhup B. Vaghani Whole Time Director of theCompany retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers himself for re-appointment.

Shri Bansilal I. Vaghani resigned from the office of directorship ofthe 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 IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

'Appointment Letters' of Independent Directors and 'FamiliarizationProgram' process to provide insights of the Company to Independent Directors are hosted onwebsite of the Company - 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

http://mplindia.in/category_img/pr_226.pdf andhttp://mplindia.in/category_img/pr_228.pdf

BOARD MEETINGS

During the year under review the Company has conducted seven BoardMeetings on the following dates: 26th May 2020 30th June 2020 14thAugust 2020 14th September 2020 10th November 2020 18thDecember 2020 and 8th February 2021. The intervening gap between the meetingswas within the period prescribed under the Companies Act 2013.

STATUTORY AUDITORS

Messers Bastawala and Associates Chartered Accountants (ICAI FirmRegistration Number 121789W) tendered their resignation to discontinue as StatutoryAuditor of the Company for the remaining term of their period.

Hence in order to fill up casual vacancy the Company has appointedM/s. Jain Vinay & Associates. Chartered Accountants Mumbai having FRN.: 006649W inthe Board Meeting convened on 3rd September 2021.

The office of M/s. Jain Vinay & Associates. Chartered AccountantsMumbai having FRN.: 006649W are to be confirmed by the members in the ensuing AGM of theCompany. Further their appointment shall be for tenure of 5 years subject to approval ofmembers in the ensuing Annual General Meeting.

As required under section 139 of Companies Act 2013 the Company hasreceived consent from M/s. Jain Vinay & Associates. Chartered Accountants Mumbai forsuch appointment and also a certificate to that effect that their appointment if madewould be in accordance with the Section 139(1) of Companies Act 2013 and the rules madethereunder.

SECRETARIAL AUDIT

As required under Section 204 of the Companies Act 2013 SecretarialAudit Report obtained from Shri Shailesh Kachalia Practising Company Secretary is annexedand forms part of the Board Report.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There is no audit qualification on financial statements by theStatutory auditors for the year under review.

The Secretarial Auditor has observed that 1250000 equity shares ofRs.10/- each allotted to the promoters on preferential basis are pending for listing withBSE Ltd. The Company is taking steps to list the said shares.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the act theAnnual Return as on March 31 2021 is available on the Company's website atwww.mplindia.in. in form MGT-7.

COST AUDITORS

As per the Companies (cost records and audit) Rules 2014 and theamendments made thereof notified by Ministry of Corporate Affairs cost audit is notapplicable to the company. Therefore the board did not proceed with the appointment ofcost auditor and cost audit for the year 2021-22. The company is properly maintaining itscost record internally.

MATERIAL CHANGES AND COMMITMENTS

The material changes took place affecting the financial position of theCompany from the date of closure of financial year till the signing of Accounts were:

1. Reclassification of status of Promoters to Public Category underRegulation 31A of Listing Obligations

The Application of Reclassification of status of Promoters to PublicCategory has been approved by BSE Ltd. on 26.05.2021.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been complied with.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance of sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules made there under. ThePolicy aims to provide protection to employees at workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure. Nocomplaints relating to Sexual harassment was received during the year.

CORPORATE GOVERNANCE

As per Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on 'Report on CorporateGovernance' practices followed by the Company together with a certificate from thePracticing Company Secretary confirming compliances forms integral part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134 (3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for theyear ended 31st March 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b. that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of the loss of theCompany for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. that the annual financial statements have been prepared on a goingconcern basis;

e. that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO

A) Conservation of Energy: -

a) The Company has taken all measures to conserve the Energy byinstalling latest equipments for Conservation of Energy.

b) The cumulative effect of the Energy Conservation steps taken by theCompany has considerably reduced the consumption of Energy and saved the cost of theCompany.

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 thermowareproducts there is no R&D activity carried out by the Company except when requested bycustomers or required by customers.

(b) Benefits derived as a result of the R & D.

Benefits were derived by the Company of securing continuity of itsbusiness activities.

(c) Future Plan of Action.

The Company is exploring new business opportunities and accordinglyrequired R&D will be carried out by the Company.

C) Technology Absorption Adaptation and Innovation.

(a) Efforts in brief made towards technology absorption adaptationand innovation as enumerated 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 tothe society at large and it shall pursue the commitment of Social Responsibility and carryout the social work directly and/or through other registered welfare organizations.

The Company has no prescribed average net profits networth andturnover as per the provisions of Section 135 of the Companies Act 2013. The Company hascarried forward losses.

The Company voluntarily re-constituted Corporate Social ResponsibilityCommittee (CSR) on 29th May 2019 consisting of 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 Corporate Social Responsibility Committee w.e.f. 29th May2019. Shri Viren V Bhimani is the Chairman of the Committee.

AUDIT COMMITTEE

The Audit committee was re-constituted on 29th May 2019.

The Audit Committee comprises of four Members- Shri Viren V BhimaniShri Sharad K. Shukla Shri Parimal D. Banerjee and Shri Madhup B. Vaghani. Shri BansilalI. Vaghani ceased to be a member of the Audit Committee w.e.f. 29th May 2019. Shri VirenV. Bhimani is the Chairman of the Committee. The details of all related partytransactions if any are placed periodically before the Audit Committee. During the yearthere were no instances where the Board had not accepted the recommendations of the AuditCommittee.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee was re-constituted on 29th May2019.

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. Shri Bansilal I. Vaghani ceased to be a member of the Nomination and RemunerationCommittee w.e.f. 29th May 2019. Shri Viren V. Bhimani is the Chairman of the Committee.The Composition 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 29thMay 2019.

The Stakeholders Relationship Committee comprises of four Members- ShriViren V. Bhimani Shri Sharad K. Shukla Shri Parimal D. Banerjee and Shri Madhup B.Vaghani. Shri Bansilal I. Vaghani ceased to be a member of the Stakeholders RelationshipCommittee w.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 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the performance evaluation of the Independent Directorsis carried out by other non-independent directors on the basis of their contributiontowards important aspects/affairs of the Company and active participation on the board.The Directors express their satisfaction with the evaluation process.

Further the Company have constituted Performance Evaluation Policy toevaluate the performance of Independent Directors and the said policy is available on thewebsite of the company at http://mplindia.in/category_img/pr_238.pdf

REMUNERATION OF DIRECTORS

Pecuniary Relationship or Transactions with the Non-ExecutiveDirectors:

There was no any pecuniary relationship or transaction took placebetween the company and its Non-Executive Directors. Criteria of making payments toNon-Executive Directors:

Company reimburses out of pocket expenses incurred by all theNon-Executive Directors of the Company in connection with various affairs of the Company.

PARTICULARS OF EMPLOYEES

The disclosure required under section 197 of the Companies Act 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as "Annexure II".

The statement of particulars of employees pursuant to Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Annual Report and attached as "Annexure III".

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The Company does not have any Subsidiaries or Joint Ventures orAssociate Companies as on the report date as defined under the Companies Act 2013.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the 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 isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have complied compliance with the Code.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectivesprojections estimates expectations or predictions may be forward looking statementsconsidering the applicable laws or regulations. These statements are based on certainassumptions and expectations of future events. Actual results could however differmaterially from those expressed or implied. Important factors that could make a differenceto the Company's operations include global and domestic demand - supply conditionsFinished goods prices raw materials cost and availability fluctuations in exchangerates change in Government regulations and tax structure within India and the countrieswith which the Company has business contacts and other factors such as litigation andindustrial relations.

APPRECIATION

Your directors would like to express their grateful appreciation forthe assistance and co-operation received from all organizations connected with itsbusiness during the year under review. Your directors also wish to place on record theirdeep sense of appreciation for the committed services of Executives and Staff of theCompany. Your directors are also deeply grateful for the confidence and faith shown by theShareholders of the Company in them.

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