To the Members
Your Directors are pleased to present the 30th Annual Report of the Company along withthe audited financial statements for the financial year ended March 31 2019.
(Rs. in Lakhs)
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Revenue ||7833.18 ||6821.60 |
|EBITDA ||658.13 ||504.13 |
|(-) Finance Cost (I) ||317.72 ||218.52 |
|(-) Depreciation (D) ||183.66 ||153.28 |
|Profit Before Tax (PBT) ||156.75 ||132.33 |
|(-) Taxation ||-19.30 ||47.65 |
|Net Profit/(Loss) ||176.05 ||84.68 |
During the year your Company registered a revenue of Rs. 7833.18 lakhs as against Rs.6821.60 Lakhs during the previous year. The EBITDA for the year has increased to Rs.658.13 Lakhs as compared to Rs.504.13 Lakhs during the previous year. The profit beforetax during the year is Rs. 156.75 Lakhs as compared to Rs. 132.33 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 for the growth of Company the Board of Directorshave not recommended any dividend for the financial year ended 31.03.2019.
The paid up Equity Share Capital as on 31.03.2019 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 three Executive Directors one Non-Executive Director and twoIndependent Directors.
Appointment of Directors:
Mr. Arihant Parakh Director
The Board at its Meeting held on 25.09.2017 appointed Mr. Arihant Parakh as anAdditional Director in Wholetime Capacity to manage and look after the operations of theCompany. Subsequently the Shareholders of the Company approved his appointment asWholetime Director by way of Resolution dt.30.05.2018 passed through postal ballot.
Reappointment of Directors
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. 24.9.2014 at the Annual General Meeting held on 24.9.2014. His termexpires on 23.9.2019. He is proposed to be reappointed as Independent Director for afurther period of 5 years w.e.f. 24.9.2019 at the forthcoming Annual General Meeting. Heis eligible for reappointment and his appointment is being sought at the ensuing AnnualGeneral Meeting by way of a Special Resolution. The requisite details in this connectionare contained in the Notice convening the Meeting.
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. 24.9.2014 at the Annual General Meeting held on 24.9.2014. Histerm expires on 23.9.2019. He is proposed to be reappointed as Independent Director for afurther period of 5 years w.e.f. 24.9.2019 at the forthcoming Annual General Meeting. Heis eligible for reappointment and his appointment is being sought at the ensuing AnnualGeneral Meeting by way of a Special Resolution. The requisite details in this connectionare contained in the Notice convening the 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 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. Alok Parakh Joint Managing Director:
Mr. Alok Parakh was appointed as Joint Managing Director of the Company for a period of3 years w.e.f. 1.10.2016 at the Annual General Meeting held on 22.9.2016. His term expireson 30.9.2019.
He is proposed to be reappointed as Joint Managing Director for a further period of 3years w.e.f. 1.10.2019 at the forthcoming Annual General Meeting. He is eligible forreappointment and his appointment is being sought at the ensuing Annual General Meeting.The remuneration payable to Mr. Alok Parakh is fixed in nature and there is no stockoption pension etc. The requisite details in this connection are contained in the Noticeconvening the Meeting.
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.
During the year Six Board Meetings were held the details of which are given in theCorporate Governance Report.
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 checksegregation of duties internal audit and review framework safeguarding of its assetsthe prevention and detection of frauds and errors ensuring of accuracy and completenessof the accounting records and the timely preparation of reliable financial information.
Details of recommendations of Audit Committee which were not accepted by theBoard along 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 Company at its 27th AGM held on 22.09.2016 appointed M/s. C.A. Patel &Sanklecha Chartered Accountants Chennai (Firm Registration No.015669S) as StatutoryAuditors of the Company to hold office for a period of 5 years from the conclusion of thesaid AGM. The Auditors have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the rules framed 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 or reservationsin their report. No instance of fraud was 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 31.03.2019.TheSecretarial Audit Report is attached. There is no qualification made by the SecretarialAuditors. With regard to the observation on appointment of Chief Financial Officer andCompany Secretary within six months from the date of such vacancy it is clarified thatthe process of identifying suitable candidates for the position of Chief Financial Officerand Company Secretary took some time and the same were later complied with.
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 Guarantees and Investments U/S 186(4) of the Companies Act 2013
The Company has not given Loans or Guarantees u/s186 of Companies Act 2013. Pleaserefer Note No.4 to Notes on Accounts for financial year 2018-19 for details of investmentmade by the Company.
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 powerconsumption.
Power saving equipments have been installed on machines and there has beenconsiderable reduction in power consumption.
Heater insulation jackets have been provided on the machines to prevent theenergy losses. Timers have been installed to reduce the idle running of the motorspreventing energy losses. Natural lighting is being used in plants to avoid usage ofindustrial lamps in the day.
APFC Panels have been installed in all plants to maintain power factor thusensuring efficient energy management.
LED Lamps and Fittings have been installed in place of Metalhylide to saveprecious energy and costs.
(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. 699 lacs |
Corporate Governance Report
The report on Corporate Governance for the year ended 31.03.2019 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
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. The same is available on the Company's websitewww.nationalplasticsgroup.com.
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 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 24.09.2018 performance wasevaluated 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 31.03.2019 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 31.03.2019on 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. No Compliant is pending as on 31.03.2019.
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 ||Sudershan Parakh ||Alok Parakh |
|Date:19.07.2019 ||Managing Director ||Joint Managing Director |
| ||DIN: 01161124 ||DIN: 01417398 |