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Padmanabh Alloys & Polymers Ltd.

BSE: 531779 Sector: Industrials
NSE: N.A. ISIN Code: INE630U01014
BSE 05:30 | 01 Jan Padmanabh Alloys & Polymers Ltd
NSE 05:30 | 01 Jan Padmanabh Alloys & Polymers Ltd

Padmanabh Alloys & Polymers Ltd. (PADMANABHALLOYS) - Director Report

Company director report

To

The Members

Padmanabh Alloys & Polymers Limited

Your directors present Annual report on the business and operations of the company togather with Audited Statement of Accounts of the company for the year ending 31st March2021.

The particulars pursuant to sub section 3 of section 134 of the companies act 2013 aregiven below.

a) The web address if any where annual return referred to in sub-section (3) ofsection 92 has been placed:

The Annual Return of the company as on 31st March 2021 is available on the Company'swebsite on www.padmanabh.in

b) Number of meetings of the Board:

During the year 2020-21 6 meetings of Board of Directors were held.

c) Director's Responsibility Statements:

The director's state that:

i) In the preparation of annual accounts for the financial year ended 31st March 2021the applicable accounting standards had been followed along with proper explanationrelating to material departures;

ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March and of the profit/lossof the company for that period;

iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

vi) The director had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

ca) Details of frauds reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of TheCompanies Act 2013.

d) A Statement on Declaration given by Independent Directors under sub-section (6) ofsection 149.

The independent Directors have submitted declaration pursuant to Section 149(7)confirming that they meet the criteria of independence pursuant to section 149(6). Thestatement has been noted by Board of Directors.

e) If Company covered under sub-section (1) of section 178 company's policy ondirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of director and other matter provided under sub-section(3) of section 178.

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of director and key managerial personal and theirremuneration. The policy is disclosed at "Annexure A" in pursuance of provisionto section 178(3) of the companies Act 2013.

The Company does not pay any remuneration to the Non-Executive/Independent Directors ofthe company other than sitting fees for attending the meeting of the Board/Committee.Remuneration to the Whole Time Director is governed by the relevant provisions of theCompanies Act 2013.

f) Explanations or comments by the board on every qualification reservation or adverseremark or disclaimer made by the auditor in his report / by the company secretary inpractice in his secretarial audit report.

The disclosures made by the statutory auditors in the report are self explanatory andno explanation by the board is required.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act 2013 inprescribed Form MR-3 is attached to as "Annexure B" to this report. The Companyhas taken note of Qualification Reservation etc in the Said report and shall makearrangement for necessary compliance in future.

g) Particulars of loans guarantees or investments under section 186 of Companies act2013

Company has not during the year under review

(a) given any loan to any person or other body corporate

(b) Given any guarantee or provide security in connection with a loan to any other bodycorporate or person; and

(c) Acquired by way of subscription purchase or otherwise the securities of any otherbody corporate Exceeding sixty per cent of its paid-up share capital free reserves andsecurities premium account or one hundred per cent of its free reserves and securitiespremium account whichever is more and hence the particulars are not required to beincluded in this report.

h) Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form (Form AOC-2)

The company has entered into transactions referred to in section 188(1) of TheCompanies Act 2013 with related party and particulars in form AOC-2 are as under:-

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

I. Details of contract or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements or transactions entered into during the yearended 31st March 2021 which were not at arm's length basis

II. Details of material contracts or arrangements or transactions at arm's lengthbasis:

The details of material contracts or arrangements or transactions at arm's length basisfor the year ended 31st March 2021 are as follows.

Name of the Related Party & Relationship Nature of Transaction Duration Salient Terms Amount
01 Multiplast Corporation - Associate Concern Job Work

Ongoing

On arm's length basis in ordinary course of business

1858241/-
02 Bhikhubhai M Desai - Director's Relative Salary 2100000/-
03 Dhwanil Desai - Director's Relative Salary 150000/-

i) The state of Company's Affairs

There is no Material change in the state of affairs of the company particularly natureof business being carried out.

Company had a turnover of Rs. 282592525/- in the year 2019-20 whereas in the year2020-21 turnover of the company is Rs. 292676226/-. The Company had a net profit of Rs.4779942/- in the year 2019-20 whereas in the year 2020-21 the net profit of the companyis Rs. 1814658/-.

The Company has not issued any shares or Debentures during the year. There is no changein the status of the company or the accounting year.

j) The amount if any which it proposes to carry to any reserves

The Directors do not proposes to carry any amount to reserves.

k) The amount if any which it recommends should be paid by way of dividend

The Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments if any Affecting the Financial Position of theCompany which have occurred between the Ends of the financial year of the company to whichthe financial statements relate and the date of the report.

There are no material changes and/or commitments affecting financial position of theCompany occurred after end of financial year till date of this report.

m) The Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo in such manner as may be prescribed.

Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules 2014with respect to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION-

i) The efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a. The details of technology imported : Not Applicable

b. The year of import: Not Applicable

c. Whether the technology been fully absorbed: Not Applicable

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable and

iv) The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Foreign Exchange earned (actual inflows during the year): Rs. NIL Foreign Exchangeoutgo (actual outflows): Rs. NIL

n) A statement including development and implementation of a Risk Management Policy forthe company including identification therein of elements of risk if any which in theopinion of the board may threaten the existence of the company;

The Directors do not foresee any risk that may threaten the existence of the company innormal course. The Directors proposes to develop and implement specific Risk ManagementPolicy on identification of any risk.

o) The details about the policy developed and implemented by the company on corporatesocial responsibility initiatives taken during the year;

Since the net worth of the company is below Five Hundred crores Turnover of thecompany is below one thousand crores Net Profit of the company is below five crores theprovision of Section 135 of The Companies Act 2013 is not applicable to the company andhence the company is not required undertake any corporate Social Responsibility (CSR)initiatives.

p) In case of a listed company and every other public company having such paid-up sharecapital as may be prescribed a statement indicating the manner in which formal annualevaluation has been made by the Board of its own performance and that of its committeesand individual directors;

Pursuant to provision of the Companies Act 2013 the board has carried out the annualperformance evaluation of its own performance as well as the evaluation of the AuditCommittee and Nomination & Remuneration Committee.

The chairman of Board of directors and the chairman of Nomination & remunerationCommittee met all the directors individually to get an overview of the functioning of theboard and its constituents inter alia on the following board criteria i.e. attendance andlevel of participation independence of judgment exercised by independent directorsinterpersonal relationship etc.

Based on the valuable inputs received the directors are encouraged for effective rolein company's management.

q) Such other matters as may be prescribed.

(Pursuant to rule 8(5) of The Companies (Accounts) Rules 2014)

i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as under:-

Particulars As on 31/03/2021 As on 31/03/2020
Turnover and other income 293554513.00 282685703.00
Finance Cost 2643689.00 2585504.00
Depreciation and Amortisation Expense 1347201.00 1344028.00
Profit /Loss(-) Before Tax for the year 2735411.00 7056642.00
Net Profit /Loss(-) After Tax for the year 1814658.00 4779942.00

ii) The Change in the nature of business if any:

There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who were appointed or haveresigned during the year:

Ms. Yugma Hitendrabhai Desai was appointed as additional director of the company witheffect from 13/11/2020.

(iii a) A statement regarding opinion of the Board with regard to integrity expertiseand experience (including the proficiency) of the independent directors appointed duringthe year:

No Independent director was appointed in the company during the year.

iv) The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;

No company has become or ceases to be subsidiary joint venture or associate company.

v) The details relating to deposits covered under Chapter V of the Act-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-

(i) At the beginning of the year: Not Applicable

(ii) Maximum during the year: Not Applicable

(iii) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with the requirements ofChapter V of the Act:

NIL

vii) The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future: NIL

viii) The details in respect of adequacy of internal financial controls with referenceto the Financial Statements.

The company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on continuous basis covering allmajor operation. During the year no Reportable Material weakness in the operation wasobserved.

ix) A disclosure as to whether maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 is required bythe Company and accordingly such accounts and records are made and maintained.

Company has maintained the prescribed cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.

x) A statement that the company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

The Company has adopted a policy on prevention prohibition and Redressal of Sexualharassment at workplace and has duly constituted an Internal Complaints Committee in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Disclosures under Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Sr. No. Requirement under Rule 5(1) Details
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. Chetan M. Desai : 14.42:1 Hemal R. Desai : 14.42:1
(ii) The percentage increase in remuneration of each director chief financial officer Chief Executive officer company secretary or manager in the financial year. Chetan M. Desai : 16.66 % Hemal R. Desai : 16.66 % CEO : 0.54 % CFO : 1.27 % CS: 7.93 %
(iii) The percentage increase in the median remuneration of employees in the financial year 29.70 % increase in median wages of the workmen.
(iv) Number of permanent employees on the rolls of the company as on 31st March 2021. 40
(v) Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. 29.70% increase in workmen wages during the year. The salaries are based on performance and availability of talented staff however no exceptional circumstances exist.
(vi) Affiirmation that the remuneration is as per the remuneration policy of the company. The company affirms remuneration as per the remuneration policy of the company.

No Employee of the company has been paid Remuneration in excess of limits laid down inrule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and hence statement showing details thereof is not applicable.

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013. The Audit committee comprises of 3 directors namely ShriDilipkumar Khandubhai Desai Shri Hiler Kiranbhai Desai and Shri Chetankumar MohanbhaiDesai. Shri Dilipkumar Khandubhai Desai is the Chairman of the Audit Committee. During theyear there was no instance where the board had not accepted the Recommendation of AuditCommittee.

Vigil Mechanism / Whistle Blower Policy

Pursuant to section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Power) Rules 2014 the Board of Director has adopted vigilmechanism in the form of Whistle Blower Policy through which its Directors Employees andStakeholders can report their genuine concerns about unethical behaviors actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.

It is the Company's Policy to ensure that no employee is victimised or harassed forbringing such incidents to the attention of the Company. The practice of the WhistleblowerPolicy is overseen by the Audit Committee of the Board and no employee has been deniedaccess to the Committee. The said policy provides for adequate safeguards againstvictimization and also direct access to the higher levels of supervisors.

Shri Dilipkumar Khandubhai Desai the Chairman of the Audit Committee can be contactedto report any suspected / confirmed incident of fraud/misconduct on:

Email: investor@padmanabh.in Contact no.: 0261-2232598

Your Company hereby affirms that no director/employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

The Board of Directors place on records the services of all stakeholders and associateswho have co-operated in the working of the Company.

By Order of the Board
For Padmanabh Alloys & Polymers Limited
sd/-
Chetankumar Mohanbhai Desai
Place: Surat Chairman and Whole time director
Date: 23/07/2021 (DIN: 00051541)

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