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National Plastic Industries Ltd.

BSE: 526616 Sector: Industrials
NSE: N.A. ISIN Code: INE233D01013
BSE 10:24 | 29 Sep 43.95 0.80
(1.85%)
OPEN

43.50

HIGH

43.95

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43.30

NSE 05:30 | 01 Jan National Plastic Industries Ltd
OPEN 43.50
PREVIOUS CLOSE 43.15
VOLUME 120
52-Week high 55.00
52-Week low 32.75
P/E 10.77
Mkt Cap.(Rs cr) 40
Buy Price 43.65
Buy Qty 50.00
Sell Price 45.00
Sell Qty 50.00
OPEN 43.50
CLOSE 43.15
VOLUME 120
52-Week high 55.00
52-Week low 32.75
P/E 10.77
Mkt Cap.(Rs cr) 40
Buy Price 43.65
Buy Qty 50.00
Sell Price 45.00
Sell Qty 50.00

National Plastic Industries Ltd. (NATLPLASTIC) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 35th Annual Report on business and operationsof your company together with the Audited Financial Statements of the Company for theyear ended March 312022.

FINANCIAL RESULTS:

Particulars 2021-2022 2020-2021
Sales & Other Income 958903976 890013908
Gross Profit before Depreciation & Interest 77140842 68488947
Less : Interest 27797923 27713423
Depreciation 26174115 26149781
Profit for the year 23168804 14625743
Less :
Current Tax 5500000 -
Deferred Tax Liabilities (10582247) (9136024)
Net Profit after Tax 28251051 23761767
Add : Balance brought forward from previous year (Adjusted) 91085219 66957030
Balance Available for appropriation 119336270 90718797
Appropriation
Proposed Dividend - -
Dividend Tax - -
Grant Adjustments - -
Other Comprehensive Income 809426 366422
Transfer to General Reserve - -
Balance C/f to Balance Sheet 120145696 91085219

COMPANY'S OPERATIONAL PERFORMANCE:

The gross turnover of the Company has improved to Rs. 95.58 Crore from Rs. 87.64 Crorein last year registering a growth of around 9.06%. The growth in gross turnover hashappened as the Company came out with new and innovative rage of product.

Your Company has registered higher profit before tax of Rs. 2.31 Crore as compared toRs. 1.46 Crore in the previous year along with higher net profit after tax of Rs. 2.82Crore as compared to Rs. 2.37 Crore in previous year.

Your Company performed well after the first quarter during the Financial Year of2021-22 by efficiently managing the resources which resulted into improved quality of theproducts. The Silvassa Factory of the Company has reported higher profit and sale ascompare to the Patna and Nerrole Factory. The Company is taking all necessary steps toreduce wastages and make production cost efficient and will surely be able to achieve itstargets.

The PVC flooring Mats business in Nellore Andhra Pradesh in the southern part of thecountry under the brand name INSTA has done fairly well during the year 2021 -2022. The air-cooler business of the Company was marginal during the year.

DIVIDEND:

The Company does not propose any dividend for the year 2021-2022.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any Subsidiary Company or Joint Venture.

SHARE CAPITAL

There was no change in the Company's share capital during the year under review. TheCompany's paid up Equity Share Capital to stand at Rs. 912.96 lakhs comprising of9129600 equity shares of Rs.10 each as on March 312022.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to Reserves out of profits of thefinancial year 2021-22.

EXTRACT OF ANNUAL RETURN

As required pursuant sub-section (3) of Section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 312022 is available on the Company'sWebsite:http://www.nationalplastic. com/MenuDetailsCommon/Details/187

NUMBER OF MEETINGS OF THE BOARD:

During the year under review four (4) Board meetings were held. Details of which areas follows:

Sr. No. Date of Board Meeting
1 10th June 2021
2 11th August 2021
3 11th November 2021
4 14th February 2022

The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings and the attendance of the Directors are mentioned in theCorporate Governance Report.

Separate Meeting of Independent Directors

A meeting of the Independent Directors of the Company was held on June 10 2021 and thesame was attended by Mr. Purnachandra Rao Dendukuri Chairman of the Meeting Mr. BimalParekh Member Mr. Rajeev Ranjan Kapur Member and Vipul Desai Member.

Number of Meetings of Committees of the Board of Directors

The Board has established various Committees as a matter of good corporate governancepractice and as per the requirements of the Companies Act 2013:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Executive Management Committee

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Composition:

During the year under review the Board of your Company is duly constituted inaccordance with the requirements of Companies Act 2013. During the year under review theBoard Comprised of 8 Directors out of which 3 are Executive Directors 1 Non-ExecutiveDirector and 4 Non-Executive Independent Director.

b) Retirement by Rotation:

As per the provisions of the Companies Act 2013 Mrs. Neeta Ketan Parekh NonExecutiveDirector who retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment to the Board. Her profile details are contained in theaccompanying Notice of the AGM.

c) Declaration by Independent Directors

The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended time totime.

d) Familiarization Program for Independent Directors

The Company has set Familiarization Program for Independent Directors with regard totheir roles rights responsibilities in the Company nature of the industry in which theCompany operates the business model of the Company etc. The details of which areavailable on the website of the Company (www.nationalplastic.com).

e) Board Evaluation

In terms of the provisions of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration the various aspects of the Board functioning likecomposition of the Board and its committees culture execution and performance ofSpecific duties obligations and governance.

The Independent Directors in their separate meeting held on June 10 2021 evaluatedthe performance of the Board the Chairperson and the Non-Independent Directors. Theresult of the evaluation is satisfactory and sufficient and meets the requirements of theCompany.

Further the Annual Performance Evaluation was also carried out by the Board for thefinancial year 2021-2022 in respect of its own performance the evaluation of the workingCommittees Directors through peer evaluation excluding director being evaluated.

f) Key Managerial Personnel

Mr. Paresh Parekh Managing Director of the Company who was appointed in the AnnualGeneral Meeting held on September 19 2018 whose term is expired. On recommendation ofNomination and Remuneration Committee in its Meeting held on May 28 2022 the Board ofDirectors of the Company is proposing to shareholders for their approval to re-appoint himas Managing Director of the Company for another term of 5 years in forthcoming AGM.

Mr. Ketan Parekh Joint Managing Director of the Company who was appointed in theAnnual General Meeting held on September 19 2018 whose term is expired. On

recommendation of Nomination and Remuneration Committee in its Meeting held on May 282022 the Board of Directors of the Company is proposing to shareholders for theirapproval to re-appoint him as Joint Managing Director of the Company for another term of 5years in forthcoming AGM.

Mr. Harsh Parekh Whole Time Director of the Company who was appointed in the AnnualGeneral Meeting held on September 20 2017 whose term is expired. On recommendation ofNomination and Remuneration Committee in its Meeting held on May 28 2022 the Board ofDirectors of the Company is proposing to shareholders for their approval to re-appoint himas Whole-Time Director of the Company for another term of 5 years in forthcoming AGM.

Mr. Umesh Shenoy Chief Financial Officer and Mr. Amit Jain Company Secretary of theCompany are the Key Managerial Personnel as per the provisions of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the

provisions of Section 134(3) read with Section 134(5) of the Companies Act 2013 in the

preparation of annual accounts for the year ended on March 312022 and states that:

i. in the preparation of the annual accounts for the year ended March 312022 theapplicable accounting standards had been followed along with proper explanations relatingto material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 312022 and of the profits of theCompany for the financial year ended March 312022;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

vi. they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

POLICY RELATING TO DIRECTORS:

The policy framed by the Nomination & Remuneration Committee under Section 178(3)of the

Companies Act 2013 is as below:

Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

b) The Committee shall identify the extent to which the appointee is likely tocontribute to the overall effectiveness of the Board work constructively with theexisting directors and enhance the efficiencies of the Company;

c) The Committee has discretion to decide whether qualification expertise andexperience possessed by a person are sufficient / satisfactory for the concerned position.

Remuneration to Directors

a) Remuneration to Whole-time / Executive / Managing Director:

The Remuneration/ Compensation/ Commission etc. to be paid to Director /ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under including any amendments thereto or any other enactment for the timebeing in force. The Whole-time / Executive / Managing Director shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break-up of the pay scale and quantum of perquisites including employer'scontribution to PF pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders and Central Government wherever required.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration in accordance with the provisions in Schedule V of theCompanies Act 2013 and if it is not able to comply with such provisions with theprevious approval of the Central Government.

If any Whole-time Director/Managing Director draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whereverrequired he/she shall refund such excess remuneration to the Company and until such sumis refunded hold it in trust for the Company. The recovery of such sums refundable shallnot be waived by the Company unless permitted by the Central Government.

b) Remuneration to Non- Executive / Independent Director:

The Non-Executive/Independent Director may receive remuneration / compensation /commission as per the provisions of Companies Act 2013 and the rules made thereunder. Theamount of sitting fees shall be subject to ceiling/ limits as provided under CompaniesAct 2013 and rules made there under including any amendments thereto or any otherenactment for the time being in force.

The Independent Director shall not be entitled to any stock option of the Company. Evaluation

The Committee shall carry out evaluation of performance of every Director at regularinterval (yearly).

Removal

The Committee may recommend to the Board with reasons recorded in writing removal ofa Director KMP or Senior Management Personnel subject to the provisions and compliance ofthe said Act rules and regulations.

Retirement

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company were drawing a remuneration exceeding Rs.10200000/- per annum or Rs. 850000/- per month or part thereof. Theinformation required under Section 197 (12) of the Companies Act 2013 read with Rule 5(2)& (3) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedby Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016is given in the Annexure - 1 to this report.

Your Directors value the commitment of the employees towards the Company and appreciatetheir valuable contributions for the progress and growth of the Company.

AUDITOR AND AUDITOR'S REPORT:

a) Statutory Auditor:

At the Company's 30th Annual General Meeting held on September 20 2017 M/s. R.S.Prabhu & Associates Chartered Accountants (Firm registration No. 127010W) wereappointed as Company's Statutory Auditors to hold office till the conclusion of the 35thAnnual General Meeting subject to ratification by the members at every Annual GeneralMeeting until the expiry of the period of original appointment.

Therefore pursuant to section 139 (2) of Companies Act 2013 M/s. R.S. Prabhu &Associates Chartered Accountants (Firm registration No. 127010W) were eligible toreappointment proposed to re-appoint in forthcoming Annual General Meeting as StatutoryAuditors of the Company for period of 5(five) years from the conclusion of Thirty-FifthAnnual General Meeting till the conclusion of Fortieth Annual General Meeting subject tothe approval of member at forthcoming AGM.

The Auditors Report to the shareholders for the year under review below mentionedqualification.

Qualification:

As per the information and explanations provided to us title deeds of immovableproperties and lease agreements of leasehold property are generally in the name of theCompany except for freehold land held by the Company located at Kashimira MumbaiMaharashtra title of which is under dispute. (Gross Block & Net Block as at31/03/2022 Rs.886603).

Management view:

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013

The Board of Directors states that M/s. R.S. Prabhu & Associates CharteredAccountants Mumbai (Firm Reg no. 110639W) Statutory Auditors have not reported of anyfraud involving any amount committed by the Company to the Central Government or to theBoard of Directors or Audit Committee of the Company.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Ragini Chokshi & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2021 - 2022. The Report of the SecretarialAudit carried out is annexed herewith as Annexure -2.

The Board at its meeting held on May 28 2022 has on the recommendation of the AuditCommittee re-appointed M/s. Ragini Chokshi & Co. Practicing Company Secretaries asSecretarial Auditor for conducting Secretarial Audit of the Company for the FY 2022-2023.

c) Cost Auditor

M/s. N. Ritesh & Associates Cost Accountants were appointed as the Cost Auditorsof the Company under Section 148 of the Companies Act 2013 to conduct the audit of thecost records of the Company for the financial year 2021- 2022. Necessary resolution forratification of the remuneration to be paid to the Cost Auditors is incorporated in theNotice of the ensuing Annual General Meeting for approval of members.

LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given during the year under review any loan and guarantee orinvested any funds falling under the purview of Section 186 of the Companies Act 2013.

Details of outstanding investments are given in the notes to financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere at arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Directors Promoters KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

All Related Party Transactions as required under Indian Accounting Standards AS-24 arereported in Note 32 Notes to Accounts of the financial statements of the Company.

All related party transactions were placed before the Audit Committee and the Board forapproval.

CORPORATE GOVERNENCE:

The compliance with the provisions of Corporate Governance under the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 has been applicable to theCompany in the financial year 2021 - 2022 on the basis of the turnover of the Company.Hence the Report on Corporate Governance as stipulated under Regulation 33 (1) (e) readwith Schedule IV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 has been applicable to the Company which is integral part of this Report. The Companyis committed to maintain the highest standards of Corporate Governance and adhere to theCorporate Governance requirements set out by the Securities and Exchange Board of India(SEBI). The requisite certificate from the Secretarial Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the Report onCorporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis is set out in this Annual Report.

DEPOSITS

The Company has not accepted any Deposit covered under Section 73 of the Companies Act2013 from the Shareholders or the Public during the year under review.

INSURANCE

All the insurable interests of the company including inventories building plant &machinery etc. are adequately insured.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The policy provides for protection against SexualHarassment of Women at Workplace and for prevention and Redressal of complaints.

No complaints were received from any employee during the financial year 2021-2022.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism Policy for Directors and employees toreport their genuine concerns about unethical behavior actual or suspected fraud orviolation of the Codes of Conduct or policy. The necessary mechanism is in line with therequirements under the Companies Act 2013. It provides for adequate safeguards againstvictimization of Directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in exceptional cases. None of theWhistle Blowers have been denied access to the Audit Committee. The said policy isavailable on the Company's website www. nationalplastic.com under the Investor Section.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to Section 134 of theCompanies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules 2014 form part ofthis report and are set out in the Annexure - 3 to this report.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has formulated a Risk Management Policy for theCompany. It aims to identify evaluate risks associated with the business viz. economicenvironment and market conditions fluctuations in foreign currency politicalenvironment contractual compliance credit risks technology obsolescence inflationcommodity prices price fluctuation of raw materials and finished goods etc. Mitigationplans for the identified risks are drawn up based on the type of risks.

In the opinion of the Board none of the above mentioned risks threaten the existenceof the Company.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The Company has appointed Internal Auditors comprisingprofessional Chartered Accountants who periodically audit the adequacy and effectivenessof the internal controls laid down by the management and suggest improvements. Based onthe audit observation and recommendations follow ups and remedial measures are beingtaken including review and increase in scope if necessary.

The Audit Committee of the Board of Directors periodically reviews the audit plansinternal audit reports and adequacy of internal controls. As a matter of proactiveplanning the Board has also constituted an Audit Committee which meets periodically toreview the financial performance and the accuracy of financial records. The managementduly considers and takes appropriate action on the recommendations made by the InternalAuditors Statutory Auditors and the Audit Committee of the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year your Company has complied with applicable SecretarialStandards issued by Institute of Company Secretaries of India.

STATUTORY DISCLOSURE:

Your Directors' state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. There is no change in the nature of business of the Company.

b. In terms of the first proviso to Section 136 of the Companies Act 2013 the Reportand Accounts are being sent to all the shareholders and is available on the Company'swebsite.

c. There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

d. Issue of equity shares with differential rights as to dividend or voting orotherwise.

e. No significant material orders were passed by the Regulators or Courts or Tribunalswhich impacts the going concern status and Company operations in the future.

LISTING FEES

The Company has paid the Annual Listing fees to BSE Ltd. for the Financial Year 2021 -2022.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review Your Company has not transferred any amount to InvestorEducation and Protection Fund due to non-declaration of Dividend in the year 2013-14 incompliance with the provisions of Section 124(5) of the Companies Act 2013.

During the year 2021 - 2022 no equity shares were transferred to the InvestorEducation and Protection Fund pursuant to the provisions of Section 124(6) of theCompanies Act 2013 and the rules there under.

Further attention is drawn to the members that unclaimed/unpaid Dividend for theFinancial Year 2014-15 to 2018-19 is due to transfer to IEPF Fund. In view if this theMembers of the Company who have not encashed their Dividend warrants) or those who havenot claimed their dividend amount may write to Company/ Company's Registrar and sharetransfer agent M/s. Link Intime India Pvt. Ltd.

GREEN INITIATIVE

Your Company has considered and adopted the initiative of going green minimizing theimpact on the environment. The Company has been circulating the copy of the Annual Reportin electronic format to all those members whose email addresses are available with theCompany. Your Company appeals other Members also to register themselves for receivingAnnual Report/ documents in electronic form. The E-Communication Registration Form hasbeen annexed at the end of the annual report.

AWARDS AND CERTIFICATION

During the year your Company has received Awards for the Year 2019-2020 and 2020-2021from The Plastics Export Promotion Council Sponsored by The Ministry of Commerce& Industry Dept. of Commerce Government of India for Top Exporter of PlasticFurniture in India.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep and sincere gratitude to thecustomers and investors for their confidence and patronage as well as to the vendorsbankers financial institutions and business associates regulatory and governmentalauthorities for their co-operation support and guidance. Your Directors would like toexpress a deep sense of appreciation for the support extended by the Company's unions andcommitment shown by the employees in its continued robust performance on all fronts.

For and on behalf of the Board of Directors
Paresh V. Parekh Ketan V. Parekh
Managing Director Joint Managing Director
DIN: 00432673 DIN: 00432734
Date: May 28 2022
Place: Mumbai

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