To the Members
Your Directors are pleased to presents their 32nd Annual Report on the business andoperations of the Company for the financial year 2020-21. This report is being presentedalong with the Audited Financial Statements for the year ended 31.03.2021.
(Rs. in Lakhs)
|Particulars ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Revenue ||9048.83 ||8856.62 |
|EBITDA ||784.03 ||898.27 |
|(-) Finance Cost (I) ||376.50 ||368.63 |
|(-) Depreciation (D) ||240.16 ||230.96 |
|Profit Before Tax (PBT) ||167.37 ||298.67 |
|(-) Taxation ||40.42 ||66.31 |
|Net Profit/(Loss) ||126.96 ||232.36 |
During the year your Company registered Total Income of Rs. 9048.83 lakhs as againstRs. 8856.62 Lakhs during the previous year. The EBITDA for the year stands at Rs.784.03Lakhs as compared to Rs.898.27 Lakhs during the previous year. The profit before taxduring the year is Rs. 167.37 Lakhs as compared to Rs. 298.67 lakhs.
Material Changes affecting the Financial Position of the Company
There are no material changes affecting the financial position of the Companysubsequent to the end of the financial year till the date of this report.
Transfer to Reserves
During the year under review your Company has not transferred any amount to generalreserves from the current year profit. Amount is retained to meet the operations andgrowth prospects of the Company.
Considering the need to conserve cash during Covid and for the likely growth prospectsof Company your Directors have not recommend any dividend for the financial year ended31st March 2021.
The paid up Equity Share Capital as on 31.03.2021 was Rs. 60783300. During the yearunder review the Company has not issued any shares or convertible instruments.
The Company has neither received deposits in the previous years nor invited/acceptedany deposits from the public during the year under review.
Directors and Key Managerial Personnel (KMP)
The Board of Directors consists of six Directors.
Board comprises of two Executive Directors two Non-Executive Directors and twoIndependent Directors.
Mr. Sudershan Parakh Director:
Mr. Sudershan Parakh was re-appointed as Managing Director of the Company for a periodof 3 years w.e.f. 1.10.2020 at the Annual General Meeting held on 25.9.2020. However theBoard had at its meeting held on 04.08.2021 approved the change of designation of Mr.Sudershan Parakh from Managing Director to Non-Executive Director. Consequently Mr.Sudershan Parakh will not receive any remuneration from the Company.
Mr. Alok Parakh Joint Managing Director:
Mr. Alok Parakh was re-appointed as Joint Managing Director of the Company for a periodof 3 years w.e.f. 1.10.2019 at the Annual General Meeting held on 11.9.2019. Theremuneration payable to Mr. Alok Parakh is fixed in nature and there is no stock optionpension etc. However Mr. Alok Parakh Joint Managing Director has voluntarily foregonehis remuneration and hence has not received any remuneration during the year 2020-21.
Mr. Sudhir K Patel Independent Director :
Mr. Sudhir K Patel was appointed as an Independent Director of the Company for a periodof 5 years w.e.f. 24.9.2019 at the Annual General Meeting held on 11.9.2019.
Mr. Ajit Kumar Chordia Independent Director :
Mr. Ajit Kumar Chordia was appointed as an Independent Director of the Company for aperiod of 5 years w.e.f. 24.9.2019 at the Annual General Meeting held on 11.9.2019.
Appointment of Directors:
Mrs. Manju Parakh Non-Executive Director :
Mrs. Manju Parakh retires by rotation at the forthcoming Annual General Meeting andbeing eligible has offered herself for reappointment. Approval of the Members is beingsought at the ensuing Annual General Meeting for her reappointment and the requisitedetails in this connection are contained in the Notice convening the Meeting.
Mr. Arihant Parakh Managing Director:
Mr. Arihant Parakh was re-appointed as Wholetime Director of the Company for a periodof 3 years w.e.f. 25.09.2020 at the Annual General Meeting held on 25.09.2020. Howeverthe Board of Directors at its Meeting held on 04.08.2021 appointed Mr. Arihant Parakh asManaging Director w.e.f from 04.08.2021 for the remainder of his tenure. Approval of theMembers is being sought in the ensuing Annual General Meeting for appointment of Mr.Arihant Parakh as Managing Director.
The remuneration payable to Mr. Arihant Parakh is fixed in nature and there is no stockoption pension etc. He has received a remuneration of Rs.7 lakhs for the year 2020-21.
Key Managerial Personnel:
Mr. Manikandan R was appointed as Chief Financial Officer of the Company w.e.f.20.4.2019 and is in charge of the financial operations of the Company.
Mr. Abishek S was appointed as Company Secretary and Compliance Officer of the Companyw.e.f. 24.9.2018.
Statement on Declaration given by the Independent Director
As required under Section 149(7) of the Companies Act 2013 all the IndependentDirectors have given their respective declarations that they meet the criteria ofindependence as specified in Section 149(6) of the Companies Act 2013.
In compliance with the provisions of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has constituted variousCommittees of the Board. The details on composition of the Committees attendance of theDirectors at the Committee Meetings and terms of reference of the Committees form part ofthis Annual Report.
Related Party Transactions
As per the requirements of the Companies Act 2013 all the Related Party Transactionsare placed before the Audit Committee for review and approval. Prior omnibus approval/ratification of the Committee have been obtained for transactions which are of foreseenand repetitive nature. The details of transactions proposed to be entered into withRelated Parties on an annual basis are placed before the Committee. Besides the RelatedParty Transactions entered during the year are also reviewed by the Board on an annualbasis.
Contracts and Arrangements with Related Parties
All transactions entered by the Company during the financial year with Related Partieswere in the ordinary course of business and on arm's length basis. The particulars oftransactions entered with Related Parties as referred to in Section 188(1) of theCompanies Act 2013 are provided in AOC-2 which is given as Annexure to this report.
Particulars of Subsidiary Associate or Joint Venture Company
The Company does not have any Subsidiary or Associate or Joint Venture Company andhence the need for disclosure about Subsidiary Associate and Joint Venture Company doesnot arise.
Internal controls system and their adequacy
The Company has designed and implemented a process driven framework for internalfinancial controls within the meaning of explanation to Section 134(5)(e) of the CompaniesAct 2013 and the necessary control systems considering the business requirements scaleof operations and applicable status of the Company are in place in the organisation. Thesystem includes the policies and procedures delegation of authority internal checkssegregation of duties internal audit and review framework safeguarding of its assetsprevention and detection of frauds and errors ensuring of accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.
Details of recommendations of Audit Committee which were not accepted by the Boardalong with reasons
The Audit Committee generally makes recommendations to the Board of Directors of theCompany at its meetings held to consider any financial results (unaudited and audited) andsuch other matters placed before the Audit Committee as per the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year the Board of Directors have considered and acceptedall the recommendations made by the Audit Committee.
The Members of the Company at the 27th Annual General Meeting ('AGM') approved theappointment of Messrs. CA Patel & Sanklecha Chartered Accountants as the Auditors ofthe Company for a period of five years from the conclusion of the said AGM. The existingStatutory Auditors will complete their present term on conclusion of this AGM in terms ofthe said approval and Section 139 of the Companies Act 2013 ('the Act') read with theCompanies (Audit and Auditors) Rules 2014. The Board of Directors of the Company at itsmeeting held on 04.08.2021 recommended for the approval of the Members the appointment ofMessrs. CA Patel & Associates Chartered Accountants as the Auditors of the Companyfor a period of five years from the conclusion of this AGM till the conclusion of the 37thAGM.
CA Patel & Associates have given their consent to act as the Auditors of theCompany and have confirmed that the said appointment if made will be in accordance withthe conditions prescribed under Sections 139 and 141 of the Act.
The Auditors Report for the year ended 31.03.2021 does not contain any qualificationobservation or adverse remark. No instance of Fraud has been reported.
Since the business activities do not fall under the scope of cost audit the Companyhas not appointed Cost Auditor to audit the records of the Company.
Pursuant to provisions under Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. BP & Associates Company Secretaries to undertakethe Secretarial Audit of the Company for the financial year ended 31.03.2021.TheSecretarial Audit Report is attached. There are no qualifications reservations ordisclaimers given by the Secretarial Auditor for the year ended 31.03.2021.
Particulars of remuneration of Directors and Employees u/s 197(12) of the CompaniesAct 2013
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been provided as Annexure to this report. There was noemployee who received remuneration in excess of prescribed threshold limit.
Particulars of Loans or Guarantees and Investments U/S 186(4) of the Companies Act2013
The Company has not given Loans Guarantees u/s186 of Companies Act 2013. The Companyhas not made any investments during the financial year. Please refer Note No.4 in Notes onaccounts for financial year 2020-21 for investments as on 31.3.2021.
Conservation of energy technology transfer and foreign exchange earnings and outgo
(i) Conservation of energy
The Company understands the significance of conservation of energy which is also seenas a method for cost reduction. The Company has taken following steps for conserving theenergy:
Change of circuitry in the machines developed in house to reduce power consumption.
Power saving equipments have been installed on machines and there has been considerablereduction in power consumption.
Heater insulation jackets have been provided on the machines to prevent the energylosses. Timers have been installed to reduce the idle running of the motors preventingenergy losses. Natural lighting is being used in plants to avoid usage of industrial lampsin the day.
APFC Panels have been installed in all plants to maintain power factor thus ensuringefficient energy management.
LED Lamps and Fittings have been installed in place of Metalhylide to save preciousenergy and costs.
HP Motor Gland Rop changed to Seal type thus saving water leakage.
Gardening has been done so as to enhance air quality and improve environment andminimise pollution.
(ii) Research and Development and Technology absorption
During the year under review the Company continued to improve the quality of productsthrough its normal development systems. The Company has not acquired any imported orindigenous technology.
(iii) Foreign Exchange Earnings and Outgo
|(a) Foreign Exchange Earnings ||- Rs. Nil |
|(b) Foreign Exchange Outgo ||- Rs. 312 lacs |
Corporate Governance Report
The report on Corporate Governance for the year ended 31.03.2021 pursuant to Regulation34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed hereto and forms an integral part of this Report. The certificate from theAuditors regarding the compliance of conditions of Corporate Governance is attached to thereport on Corporate Governance as an Annexure.
Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.
Extract of Annual Return
As required by Section 134(3)(a) of the Companies Act 2013 read with Companies(Account) Rules 2014 the Annual Return in Form MGT-9 for the financial year ended March31 2021 is available on the Company's websitewww.nationalplasticsgroup.com/Annualreturn.
Significant and material orders passed by the Regulators
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status of the Company's operations in future.
Risk Management Policy
The Company has developed and implemented Risk Management Policy. The Policy frameworkenables the Company to identify and evaluate risks appropriately rate these risks andgrade the same in accordance with their potential impact and likelihood. The two keycomponents of risks are the probability (likelihood) of occurrence and the impact(consequence) of occurrence if the risk occurs. Risk is analyzed by combining estimatesof probability and impact in the context of existing control measures. This frameworkseeks to create transparency minimize adverse impact on business objective and enhancethe Company's competitive advantage. The risk framework defines the risk managementapproach across the Company at various levels including documentation and reporting.
The various key risks to business objectives are as follows:
Liquidity Risk: It is the risk that the Company will be unable to meet its financialcommitment to a Bank/Financial Institution in any location any currency at any point intime. Liquidity risk can manifest in three different dimensions for the Company.
Funding Risk: To replace net outflows due to unanticipated outflow.
Time Risk: To compensate for non-receipt of expected inflows of funds.
Call Risk: Due to crystallization of contingent liabilities or inability to undertakeprofitable business opportunities when desirable.
Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition.The short term/immediate impact ofchanges in interest rates are on the Company's Finance Cost. On a longer term changes ininterest rates impact the cash flows on the assets liabilities and off-balance sheetitems giving rise to a risk to the net worth of the Company arising out of all repricingmismatches and other interest rate sensitive positions.
The Directors appointed on the Board are from diverse fields with considerableexperience in their fields for decades. Non-Executive Director(s) add substantial valuethrough the deliberations at the Meetings of the Board and Committees thereof. Tosafeguard the interests of the investors they play a crucial role in important Committeesof the Board such as Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee etc. Besides contributing at the Meetings of the Board andCommittees the Non-Executive Directors also have offline deliberations with theManagement of the Company and add value through such deliberations. The Non-ExecutiveDirectors are only paid Sitting Fees for attending Meetings of the Board. They are notpaid any remuneration apart from Sitting Fees.
In a separate Meeting of Independent Directors held on 19.07.2020 performance wasevaluated taking into the account the views of Executive and Non-Executive Directors. AllIndependent Directors were present at the Meeting.
Director's Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm:
1. That in the preparation of the annual accounts for the year ended 31.03.2021 theapplicable accounting standards have been followed by your Company and there were nomaterial departures.
2. That the Directors have 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 the end of thefinancial year and of the profit or loss of the Company for that period.
3. That the Directors have taken proper and sufficient care for the 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.
4. That the Directors have prepared the annual accounts for the year ended 31.03.2021on a going concern basis.
5. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Adequate measures have been taken to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year under review there were no complaintsreceived pursuant to the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.
Corporate Social Responsibility (CSR)
The mandatory provisions of CSR under Section 135 of the Companies Act 2013 are notapplicable to the Company.
Your Directors place on record their appreciation of the co-operation and supportextended by the Customers Suppliers Employees and assistance received from BankersLocal Bodies and other Government Authorities.
| || ||On behalf of the Board |
| || ||For National Plastic Technologies Ltd |
|Place:Chennai || || |
|Date: 04.08.2021 ||Arihant Parakh ||Alok Parakh |
| ||Managing Director ||Joint Managing Director |
| ||DIN: 07933966 ||DIN: 01417398 |