To the Members
Your Directors are pleased to present the 28th Annual Report of the Company along withthe audited financial statements for the financial year ended March 31 2017.
| || ||(Rs. in Lakhs) |
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue ||6909.53 ||7254.88 |
|EBITDA ||436.22 ||601.20 |
|(-) Finance Cost (I) ||216.85 ||260.76 |
|(-) Depreciation (D) ||142.18 ||131.24 |
|Profit Before Tax (PBT) ||77.19 ||209.20 |
|(-) Taxation ||8.24 ||69.06 |
|Net Profit/(Loss) ||68.95 ||140.14 |
During the year your company registered a gross revenue of Rs. 6909.53 lacs. TheEBITDA for the year is Rs. 436.22 lacs. The profit before tax during the year is Rs. 77.19lacs.
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 of the Company 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 for the internal growth of company the Board ofDirectors have not recommended any dividend for the financial year ended 31.03.2017.
The paid up Equity Share Capital as on March 31 2017 was Rs. 60783300. During theyear under review the company has not issued any shares or convertible instruments.
The Company has neither received deposits in the previous year nor invited/accepted anydeposits from the public during the year under review.
Directors and Key Managerial Personnel (KMP)
The Board of Company consist of five Directors.
Board comprises of two Executive Directors one Non-executive Director and twoIndependent Directors.
Mr. Sudershan Parakh Managing Director Mr. Alok Parakh Joint Managing Director andMr. E. Balasubramanian Chief Financial Officer and Company Secretary continue to be theKey Managerial Personnel of the Company as per Section 203 of the Companies Act 2013 andthere were no changes during the year.
Re-appointment of Directors
Mr. Sudershan Parakh Managing Director
The Board at its Meeting held on 24.08.2017 reappointed Mr. Sudershan Parakh asManaging Director for a period of 3 years from 01.10.2017 whose term expires on 30.09.2017subject to the approval of shareholders at the Annual General Meeting. Detailed notes onterm qualifications and experience have been given in explanatory statement which isforming part of Notice to Annual General Meeting.
Mrs. Manju Parakh Non Executive Director
Mrs. Manju Parakh retires by rotation at the forthcoming Annual General Meeting andbeing eligible has offered herself for re-appointment. Approval of the Members is beingsought at the ensuing Annual General Meeting for her re-appointment and the requisitedetails in this connection is contained in the Notice convening the Meeting.
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.
During the year five Board Meetings were held the details of which are given in theCorporate Governance Report.
In compliance to 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 Meeting and terms of reference of the Committee forms 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 ofthe Committee is obtained for transactions which are of foreseen and repetitive nature.The details of transactions proposed to be entered into with Related Parties on an annualbasis are placed before the Committee at the commencement of the financial year. Besidesthe related party transactions entered during the year are also reviewed by the Board onan annual basis.
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 Company Associate Company and Joint Venture Company
The Company does not have any Subsidiary or Associate and joint venture company andhence disclosure about subsidiary associate and joint venture company does not arise.
Internal controls system and their adequacy
The Company has designed and implemented a process driven framework for internalfinancial controls within the meaning of the explanation to Section 134(5)(e) of theCompanies Act 2013 and the necessary control systems considering the businessrequirements scale of operations and applicable statutes of the company are in place inthe organization. The system includes the policies and procedures delegation ofauthority internal check segregation of duties internal audit and review frameworksafeguarding of its assets the prevention and detection of frauds and errors accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information.
Details of recommendations of Audit Committee which were not accepted by the Boardalong with reasons
The Audit Committee generally make certain recommendations to the Board of Directors ofthe Company during their meetings held to consider any financial results (unaudited andaudited) and such other matters placed before the Audit Committee as per the CompaniesAct 2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 from time to time. During the year the Board of Directorshave considered and accepted all the recommendations made by the Audit Committee.
The Company at its 27th AGM held on 22nd September 2016 appointed M/s. C.A. Patel& Sanklecha Chartered Accountants Chennai (Firm Registration No.005026S) asstatutory auditors of the Company to hold office for a period of 5 years from theconclusion of the said AGM subject to ratification at every AGM. The auditors haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the rulesframed there under for continuation of their term.
The report given by the auditors on the financial statements of the company is providedin the financial section of the Annual Report. There are no qualifications reservationsor adverse remarks or disclaimers given by the auditors in their report. No instance offraud have been reported by the auditors under Section 143(12).
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 March 31 2017. TheSecretarial Audit Report is attached. As regard to Form MGT-14 for audited financials theBoard took note that the said form has already been filed for Board's report whichincludes audited financials. The audit report does not contain any qualificationreservation or adverse remark.
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 has been provided as Annexure to this report. There was no employeewho received remuneration in excess of prescribed threshold limit.
Particulars of Loans Guarantees and Investments U/S 186(4) of the Companies Act 2013
The Company has not given Loans Guarantees and Investments u/s186 of Companies Act2013.
Conservation of energy technology transfer and foreign exchange earnings and outgo
(i) Conservation of energy
The Company understands the significance of conservation of energy; it is not only seenas a method for cost reduction. The company has taken following steps for conserving theenergy:
1.Change of circuitry in the machines developed in house to reduce power consumption.
2.Power saving equipments have been installed on machines and there has beenconsiderable reduction in power consumption.
3.Heater insulation jackets have been provided on the machines to prevent the energylosses.
4.Timers have been installed to reduce the idle running of the motors preventing energylosses.
5.Natural lighting is being used in plants to avoid usage of industrial lamps in theday.
6.APFC Panels have been installed in all plants to maintain power factor thus ensuringefficient energy management.
(ii) Research and Development and Technology absorption
During the year under review the Company continued to improve the quality of productsthrough its normal research and development system. The Company has not acquired anyimported or indigenous technology.
(iii) Foreign Exchange Earnings and Outgo
|(a) Foreign Exchange Earnings ||- Rs. Nil |
|(b) Foreign Exchange outgo ||- Rs.1842534 |
Corporate Governance Report
The report on corporate governance for the year ended March 31 2017 pursuant toRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed 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.
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 is forming part of the Annual Report.
Extract of Annual return
Extract of Annual Return in the prescribed form is given as Annexure to this report interms of the requirement of Section 134(3)(a) of Companies Act 2013 read with Companies(Accounts) Rules 2014.
Significant and material orders passed by the Regulators
There is no significant and material order passed by the Regulators or Court orTribunals impacting the going concern status of the Company's operations in future.
Risk Management Policy
The Policy framework enables the Company to identify and evaluate risks appropriatelyrate these risks and grade the same in accordance with their potential impact andlikelihood. The two key components of risks are the probability (likelihood) of occurrenceand the impact (consequence) of occurrence if the risk occurs. Risk is analyzed bycombining estimates of probability and impact in the context of existing control measures.This framework seeks to create transparency minimize adverse impact on business objectiveand enhance the Company's competitive advantage. The risk framework defines the riskmanagement approach across the Company at various levels including documentation andreporting.
The Directors appointed on the Board are from diverse fields with considerableexperience in their fields and have been in business for decades. Non-Executive Directorsadd substantial value through the deliberations at the Meetings of the Board andCommittees thereof. To safeguard the interests of the investors they play a crucial rolein important Committees of the Board such as Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee etc. The Directors play an important roleby contributing to the deliberations of the Committee Meetings. Besides contributing atthe Meetings of the Board and Committees the Non-Executive Directors also have off-linedeliberations with the Management of the Company and add value through such deliberations.
In a separate Meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman haveevaluated taking into the account the views of Executive and Non-Executive Directors.
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 31st March 2017the applicable accounting standards have been followed by your Company and there were nomaterial departures. 2.That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial 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 31st March2017 on 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
The mandatory provisions under section 135 of the Companies Act 2013 is not applicableto 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 ||Sd/- ||Sd/- |
|Date:24.08.2017 ||Managing Director ||Director |