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Planters Polysack Ltd.

BSE: 523105 Sector: Industrials
NSE: N.A. ISIN Code: INE293E01023
BSE 00:00 | 14 Oct 76.95 3.65
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OPEN 76.90
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VOLUME 11
52-Week high 77.25
52-Week low 22.10
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Mkt Cap.(Rs cr) 1
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Planters Polysack Ltd. (PLANTERSPOLY) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 35th Annual Report andAudited Financial Statements of your Company for the year ended 31st March 2020and the Report of the Auditors thereon.

1. FINANCIAL SUMMARY OR HIGHLIGHTS OF THE COMPANY:

Your Company has not carried on any business activities in current and previousfinancial years and accumulated losses have increased from Rs. 3838511 to Rs. 4476910due to loss in the financial year 2019-20 which is on account of expenses.

Since the Company has suffered loss during the current year there is no provision forincome tax in the year.

Your Board of Director are evaluating various business opportunities from time to timeand is in continuous efforts to raise resources from investors or institutions howeverduring the financial year none of this materialized.

2. BRIEF STATE OF COMPANY'S AFFAIR: The Company is a professionally managedCompany and the Company has business objectives of manufacturing trading etc. ofcontainers packaging textile and textile related products as also can carry out realestate related business activities however in view of the poor financial conditions ofthe Company during the year no business operation has taken place and efforts made by theBoard of Directors were not materialised.

3. DIVIDEND: Your Directors regret their inability to recommend any dividendsince the Company has suffered loss during the current financial year.

4. TRANSFER TO RESERVES: Since the Company has no surplus during the year noamount has been transferred to the Reserves maintained by the Company.

5. SHARE CAPITAL: The Paid up Equity Share Capital of the Company as onMarch 31 2020 is Rs. 1400000 divided into 140000 Equity shares having face value ofRs. 10 each.

During the year under review the Company has not issued any shares with differentialrights sweat equity shares and equity shares under Employees Stock Option Scheme.

6. DISCLOSURES RELATING TO SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES: Ason 31st March 2020 the Company does not have any Subsidiary or Associate andJoint Venture Company.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS: Duringthe year no such material and significant event occurred.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION: There are no materialchanges and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

9. DEPOSITS: Your Company has not accepted any fixed deposits from thepublic under Section 73 of the Companies Act 2013 and is therefore not required tofurnish information in respect of outstanding deposits under and Companies (Acceptance ofDeposits) Rules 2014 and as per the provisions of Reserve Bank of India.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION

186 OF THE ACT: During the year your Company has not given any loan Guarantee ornot made any investment under Section 186 of the Act.

11. EXTRACT OF THE ANNUAL RETURN: The extract of the Annual Return in form MGT– 9 as required under Section 92 (3) of the Companies Act 2013 read with rule 12(1)of the Companies (Management and Administration) Rules 2014 is attached herewith as Annexure- A.

12. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT 2013 FOR CONSERVATIONOF ENERGY TECHNOLOGY ABSORPTION and FOREIGN

EXCHANGE EARNING AND OUTGO: Presently your Company has not carried on any businessactivities and therefore not required to disclose the details related to conservation ofenergy technology absorption. Further there was neither Foreign Exchange Earning norForeign Exchange outgoing during the year under review.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

(A) COMPOSITION OF BOARD: There was no change in composition of the Board ofDirectors during the year under review. As on end of financial year Board ofDirectors of your company comprises of 4 (Four) Directors out of which 2 (Two) areIndependent Non Executive Directors including 1 (One) Woman Director.

(B) RETIREMENT BY ROTATION: Mr. Kamal Jain (DIN 00418536) Director retires byrotation and being eligible offers himself for reappointment.

(C) INDEPENDENT DIRECTORS: Your Company has received the confirmation / disclosuresfrom the Independent Directors for the year as mandated under Section 149(7) of theCompanies Act 2013 as well as under Regulation 25(8) of the Listing Regulationsconfirming that they meet the criteria of independence as prescribed thereunder. TheIndependent Directors have complied with the Code for Independent Directors prescribedunder Schedule IV to the Companies Act 2013. The Independent Directors of the Companyhave registered their names with the Institute of Corporate Affairs for inclusion of thename in the data bank for a period of one year as per the provisions of Rule 6 of TheCompanies (Appointment and Qualifications of Directors) Rules 2014.

The following are the Independent Non – Executive Directors of the Company: Mr.Hemant Ameta and Ms. Ruchi Mandora.

(D) RE-APPOINTMENT OF INDEPENDENT DIRECTOR: Your Board has recommendedre-appointment of Ms. Ruchi Mandora for another term of 5 years as Independent Director onthe Board of the Company.

(E) WOMAN DIRECTOR: In terms of the provisions of Section 149(1) of the CompaniesAct 2013 a Company shall have at least one Woman Director on the Board of the Company.Your Company has Ms. Ruchi Subhash Mandora as a Woman Director on the Board of theCompany.

(F) KEY MANAGERIAL PERSONNEL: During the year under review there arefollowing changes in Key Managerial Personnel:

Mr. Sarvesh S. Nandgaonkar resigned from the office of the Company Secretary of theCompany with effect from 24.04.2019 and ceased to be the Compliance officer of theCompany.

Ms. Rani Amod Jha was appointed as the Company Secretary and Compliance Officer of theCompany with effect from 05.06.2019 and has resigned with effect from 04.10.2019 andceased to be the Compliance officer of the Company.

Ms. Prutha Desai was appointed as the Company Secretary and Compliance Officer of theCompany with effect from 05.03.2020.

In terms of Section 203 of the Act following are the Key Managerial Personnel of theCompany as on date:

Mr. Kanhaiyalal S Basotia Whole Time Director
Mr. Sushil S Basotia Chief Financial Officer (CFO)
Ms. Prutha Desai Company Secretary

14. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE:

During the year the meetings of the Board of Directors were held at regular intervaland the Board met 6 (Six) times. Dates of Board meetings and attendance of Directors aregiven below;

Date of Board Meeting Total Directors Present Directors
1. 30-05-2019 4 4
2. 05-06-2019 4 4
3. 14-08-2019 4 4
4. 14-11-2019 4 4
5. 14-02-2019 4 4
6. 05-03-2019 4 4

15. MEETING OF INDEPENDENT DIRECTORS: Independent Directors duly met during theyear under review.

16. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ADIRECTOR KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES: The Company strives tomaintain an appropriate combination of Executive Non-Executive and Independent Directorssubject to a maximum as provided in Articles of Association and Company's policy asreferred under Section 178(3) of the Companies Act 2013 is forming part of this report asAnnexure - B.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: There are no such particularsas the Company has not made any such transactions referred under Section 186 of theCompanies Act 2013.

18. FORMAL ANNUAL EVALUATION OF BOARD COMMITTEE AND INDIVIDUAL

DIRECTORS: A formal evaluation of performance of the Board it's Committees and theindividual Directors was carried out. Led by the Nomination and Remuneration Committeethe evaluation was done using individual questionnaires receipt of regular inputs andinformation functioning performance and structure of Board Committees ethics andvalues skill set knowledge and expertise of Directors leadership etc.

19. AUDITORS:

Statutory Audit and Auditors Appointment:

In line with Section 139 of the Companies Act 2013 and the Rules made thereunder M/s.Bansilal Shah & Co. Chartered Accountants (Firm Reg. No. 000384W) were reappointedas the Statutory Auditors of the Company from the conclusion of 34th AnnualGeneral Meeting until the conclusion of 37th Annual General Meeting of Company.

There is no audit qualification or observation on the financial statements of Companyby the statutory auditors for the year under review and therefore do not call for anyfurther explanation or comments from the Board under Section 134(3) of the Act..

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act 2013 the Company has appointed M/ s JainRahul & Associates Practicing Company Secretaries as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the Financial Year 2019-20. The Companyhas provided all assistance and facilities to the Secretarial Auditor for conducting theiraudit. The report of Secretarial Auditor for the financial year ended 31stMarch 2020 is annexed to this report as Annexure - C.

Further with respect to the observations in the Secretarial Audit Report in view ofthe poor financial conditions of the Company the Company is not able to publish noticesand financials results in the newspaper and is making all its details available to stockexchanges from time to time. However the management of the Company is being carried outunder the supervision of the professional Board and assistance of professionals was takenfrom time to time and notices and financial results were displayed on the website ofCompany and stock exchanges.

20. DIRECTOR'S RESPONSIBILITY STATEMENT: Your Directors in terms of Section 134 (5)of the Company's Act 2013 confirm that:

a) All applicable accounting standards have been followed in the preparations ofthe annual accounts with proper explanation relating to material departures;

b) Your Directors have selected such accounting policies and applied themconsistently made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the statement of affairs of the Company as of 31.03.2020 and of theloss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in thenotes on accounts;

e) The Company follows internal financial controls and that such internal controlsare adequate and are operating adequately.

f) There are proper system devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS: The Company has implemented such internal financial controlscommensurate with the size of the Company to provide a true and fair view of the financialstatements and has laid down such standards and processes which ensures that the same areadequate and operating efficiently.

22. AUDIT COMMITTEE: The Company has Audit Committee constituted under thechairmanship of Mr. Hemant Ameta in accordance with the provisions of Section 177(1) ofthe Companies Act 2013. As on 31st March 2020 the Composition of theCommittee is Mr. Hemant Ameta Chairman; Ms. Ruchi Mandora and Mr. Kamal Jain are themembers;

All the recommendations made by the Audit Committee were accepted by the Board duringthe year. During the year the Committee met 4 (four) times.

23. VIGIL MECHANISM: As required in terms of the provisions of Section 177 (9) ofthe Act your Company has implemented a Whistle Blower Policy pursuant to which WhistleBlowers can raise and report genuine concerns relating to reportable matters such asbreach of code of conduct fraud employee misconduct misappropriation of funds healthand safety matters etc. the mechanism provides for adequate safeguards againstvictimization of Whistle Blower who avail of such mechanism and provides for direct accessto the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committeefrom time to time. None of the Whistle Blower has been denied access to the AuditCommittee of the Board.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR): The Company's net worth turnover or netprofit are below the limits specified under Section 135 of the Act and therefore therequirement for constituting Corporate Social Responsibility Committee; formation ofpolicy and other related provisions are not applicable during the year.

25. RISK MANAGEMENT POLICY: The Board of Director are overall responsible foridentifying evaluating mitigating and managing all significant kinds of risks faced bythe Company. The Board has approved Risk Management policy which acts as guidingprinciples by which key risks are managed in the Company.

The Board itself monitors and reviews the risks which have potential bearing on theperformance of the Company and in the opinion of the Board there is no risk faced by theCompany which threatens its existence.

26. CORPORATE GOVERNANCE REPORT: In terms of the provisions of regulation 15 (2) ofSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015 the compliance with Corporate Governance provisions as specified is notapplicable as the Company's Paid up Equity Share Capital is not exceeding rupees 10 Croresand net worth is not exceeding rupees 25 Crores as on 31st March 2020.

27. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES: In terms of theprovisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(2) of theCompanies (Appointment and Remuneration) Rules 2014 as amended from time to time theCompany is required to disclose the ratio of the remuneration of each director to themedian employee's remuneration and such other details. However there are no such detailsreportable.

28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013: The Company believesin creating an environment for its employees which is free from discrimination. TheCompany culture embraces treating everyone with dignity and respect and believes inequality irrespective of the gender of an employee. The Company is committed to takeprogressive measures to increase representation of women particularly at leadership level.During the year there are no such complaints and therefore not required to be reported.

29. ADDITIONAL INFORMATION: Your Company provides additional information related tothe Company's business matter of interest to the investors like financial informationetc. on its website www.planterspolysacks.com.

30. DISCLOSURE: The Company has complied with applicable provisions of SecretarialStandards i.e. SS-1 and SS-2.

31. ACKNOWLEDGEMENT: Your Directors place on record their appreciation forassistance and co-operation received from various Government agencies Banks FinancialInstitutions Stock Exchanges customers suppliers and other business associates duringthe financial year.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31ST March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L19129MH1985PLC243116
ii. Registration Date 17th May 1985
iii. Name of the Company Planter's Polysacks Limited
iv. Category / Sub-Category of the Company Limited by Shares / Indian
Company Non-Government Company
v. Address of the Registered office and contact details Office No. 1401 Realtech Park
Plot No. 39/2 Sector No. 30A Vashi
Navi Mumbai – 400 703 Maharashtra
Tel: 022 – 2781 2035
www.planterspolysacks.com
vi. Whether Listed Company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any Sharex Dynamic (India) Pvt. Ltd.
C 101 247 Park L.B.S. Marg
Vikhroli (West) Mumbai - 400 083.
Tel : 022 - 2851 5606 / 44
Fax : 022 - 2851 2885
E-mail ID : support@sharexindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated) :-

Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company**
1. NIL NIL NIL

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :–

Name and Address of the Company CIN / GLN Holding / Subsidiary / Associate Applicable Section
1. N.A. N.A. N.A. N.A.

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as % of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. PROMOTERS:
1) Indian
a) Individual / HUF - - - - - - - - -
b) Any Other - - - - - - - - -
Sub-total A (1) 0 0 0 0 0 0 0 0 0
2) Foreign
a) NRIs Individuals - - - - - - - - -
b) Any other - - - - - - - - -
Sub-total A (2) 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter 0 0 0 0 0 0 0 0 0
(A) = A(1) + A(2)
B. PUBLIC SHAREHOLDING:
a) Mutual Funds / UTI - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Others (Specify) - - - - - - - - -
Sub-total B (1) - - - - - - - - -
2. Non-Institutions
a) Bodies Corp
i. Indian 1094 - 1094 0.78 1925 - 1925 1.38 0.59
ii. Overseas - - - - - - - - -
b) Individuals
i. Individual Share- holders holding nominal share capital upto Rs. 1 Lac 108483 3447 111930 79.95 108841 3184 112025 80.018 0.07
ii. Individual share- holders holding nominal share capital in excess of Rs. 1 Lac 25550 0 25550 18.25 25550 0 25550 18.25 0
c) Others specify
NBFC/Trust/HUF 2263 0 2263 1.62 2262 0 2262 1.62 0
Clearing Members 1146 0 1146 0.82 200 0 200 0.14 (0.68)
Sub-Total B (2) 136383 3617 140000 100 136573 3427 140000 100 -
Total Public Share- holding (B)=B (1) = B (2) 136383 3617 140000 100 136573 3427 140000 100 -
C. SHARES HELD BY CUSTODIAN FOR GDRS & ADRS (NIL)
Grand Total (A+B+C) 136383 3617 140000 100.00 136573 3427 140000 100 -

(ii) Shareholding of Promoters : There are no Promoter's in the Company.

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Particulars No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
(No Changes)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Kuntal P. Shah
At the beginning of the year 14500 10.36 14500 10.36
Changes during the year - - 14500 10.36
At the end of the year - - 14500 10.36
2. Padma Pradeep Babel
At the beginning of the year 11050 7.90 11050 7.90
Changes during the year - - 11050 7.90
At the end of the year - - 11050 7.90
3. Chandadevi Bhutiya
At the beginning of the year 7000 5.00 7000 5.00
Changes during the year - - 7000 5.00
At the end of the year - - 7000 5.00
4. Nishant Sharma
At the beginning of the year 7000 5.00 7000 5.00
Changes during the year - - 7000 5.00
At the end of the year - - 7000 5.00
5. Ramchandra G. Chhipa
At the beginning of the year 7000 5.00 7000 5.00
Changes during the year - - 7000 5.00
At the end of the year - - 7000 5.00
6. Mamta Anish Saraf
At the beginning of the year 7000 5.00 7000 5.00
Changes during the year - - 7000 5.00
At the end of the year - - 7000 5.00
7. Rajkumar R. Bhutia
At the beginning of the year 6000 4.29 6000 4.29
Changes during the year - - 6000 4.29
At the end of the year - - 6000 4.29

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs): (Continued)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
8. Manoj J. Saraf
At the beginning of the year 6000 4.29 6000 4.29
Changes during the year - - 6000 4.29
At the end of the year - - 6000 4.29
9. Anish J. Saraf
At the beginning of the year 6000 4.29 6000 4.29
Changes during the year - - 6000 4.29
At the end of the year - - 6000 4.29
10. Prakash Chandra Rathi
At the beginning of the year 0 0.00 0 0.00
Changes during the year 4200 3.00 4200 3.00
At the end of the year 4200 3.00 4200 3.00

(v) Shareholding of Directors and Key Managerial Personnel :

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholding of each Directors and each Key Managerial Personnel No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Kanhaiyalal Basotia
At the beginning of the year 1560 1.11 1560 1.11
Changes during the year - - 1560 1.11
At the end of the year - - 1560 1.11

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount - 2427308 - 2427308
ii. Interest due but not paid - - - -
iii. Interest accrued but not due - - - -
TOTAL (i+ii+iii) - 2427308 - 2427308
Change in Indebtedness during the Financial Year
Additions - 600000 - 600000
Reductions - - - -
Indebtedness at the end of the financial year
i. Principal Amount - 3027308 - 3027308
ii. Interest due but not paid - - - -
iii. Interest accrued but not due - - - -
TOTAL (i+ii+iii) - 3027308 - 3027308

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration toManaging Director Whole-time Directors and / or Manager:

Particulars of Remuneration Name of MD / WTD / Manager Mr. Kanhaiyalal Basotia Total Amount
1. Gross Salary Nil Nil
a. Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 Nil Nil
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission
- as % of profit Nil Nil
- others specify Nil Nil
5. Others please specify Nil Nil
Total (A) Nil Nil
Ceiling as per Act Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

B. Remuneration to other directors:

Particulars of Remuneration Name of Directors 1 2 Total Amount
3. Independent Directors Mr. Hemant Ameta Ms. Ruchi Mandora
• Fee for attending board committee meetings - - -
• Commission - - -
• Others please specify - - -
Total (1) - - -
4. Other Non-Executive Directors Mr. Kamal Jain
• Fee for attending board committee meetings - -
• Commission - -
• Others please specify - -
Total (2) - -
Total (B)=(1+2) - -
Total Managerial Remuneration - -
Overall Ceiling as per the Act - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Key Managerial Personnel

Particulars of Remuneration

Mr. Sushil Basotia CFO

Mr. Sarvesh Nandgaonkar CS resigned on 24.04.2019

Ms. Rani Jha Company Secretary w.e.f. 05.06.2019 – resigned on 04.10.2019

Ms. Prutha Desai Company Secretary w.e.f. 05.03.2020

1. Gross Salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 27000/- 100000 17420/-
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- others specify
5. Others please specify - - - -
TOTAL - 27000/- 100000 17420/-

VII. PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES: During the there were no instancesof any penalty / punishment / Compounding fees being imposed on the Company; any of itsDirectors or other officer in default by any authority under the Companies Act 2013.

.