The Members of
Plastiblends India Limited
Your Directors have pleasure in presenting the TWENTY EIGHTH ANNUALREPORT and the Audited Financial Statements for the Financial Year ended 31stMarch 2019.
1 Financial Highlights
(र in Lacs)
|PARTICULARS ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue from Operations (Net of GST) ||62685.38 ||57993.23 |
|Less : Excise Duty ||- ||1211.21 |
|Revenue from Operation (Net of Tax) ||62685.38 ||56782.02 |
|Other Income ||118.83 ||238.77 |
|Total Revenue ||62804.22 ||57020.79 |
|Other Expenditure ||56655.59 ||51294.51 |
|Earnings before Interest and Depreciation (EBIDTA) ||6148.62 ||5726.28 |
|Less : Interest ||813.66 ||761.43 |
|Depreciation ||1174.25 ||1165.15 |
|Profit Before Tax (PBT) ||4160.71 ||3799.70 |
|Less : Provision for Taxation || || |
|Current Tax ||1200.00 ||965.62 |
|Deferred Tax ||(155.99) ||107.22 |
|(Excess)/short provision for earlier years ||- ||(4.67) |
|Profit After Tax (PAT) ||3116.70 ||2731.52 |
|Other Comprehensive Income ||(261.12) ||100.57 |
|Total Comprehensive Income for the year ||2855.58 ||2832.09 |
During the year under review your Company has achieved severalmilestones in terms of revenue sales volume and production. Revenue from operationsincrease by र 5903 Lacs an increase of 10.40 %. Exports market continued to face severeheadwinds and coupled with volatile currency fluctuations impacted export revenue inFY18-19. Inspite of sharp fluctuation in the prices of raw materials coupled with suddenvolatility in INR vs USD during the year EBIDTA and PBT of the Company is on risedemonstrating that strategic steps taken by Company to move to more value added productswith better margins and effective cost reduction exercises are yielding positive results.
Tight liquidity position led to increase in interest rates from April2018 onwards. Due to effective working capital management there was significant reductionin borrowing byर 3542 Lacs by the year end.
Maharashtra Government had imposed ban on plastic carry bags thinshopping bags and other single-use items like cups plates glasses bottled refills etc.in March 2018 in July 2018 and Tamil Nadu in January 2019. Inspite of these challengesthe domestic sale of the Company has increased during this period which firms up ourbelief that behind each challenges there is a growth opportunity as during demonetisationand immediately after introduction of GST our domestic sales had increased.
Introduction of Goods and Service Tax (GST) was the biggest tax reformin the country and was implemented with motive of one nation one tax' system.It has really helped manufacturing industry to improve its efficiency by simplification oftax system rationalisation of production cost freedom from multiple tax assessments andquick GST refunds thus reducing working capital burden on the manufacturers. Withsustained efforts and faster digital based refund processing negligible GST refund of र 54Lacs was pending as at 31st March 2019 as against र 592 Lacs as at 31stMarch 2018. Introduction of E-way bills has also helped organised sector immensely bystreamlining supply chain reducing paperwork and multiple checkpoints.
PlastIndia subsidy of र 64 Lacs under Scheme for Assistance toIndustrial Units Purchasing Plant and Machinery during the exhibition "PlastIndia 2015" was received during the year for new Palsana unit out ofwhich र12.91 Lacs is considered as revenue till FY 2018-19 and the remaining amount is tobe amortised over a period of twelve years.
During FY 2018-19 Company showcased its products in various domesticand international trade fairs. Company has received overwhelming response from thecustomers in Plasteurasia (Turkey) Maheshwari Global Expo (Jodhpur) and InternationalPlastic Packaging and Printing Industrial Fair (Bangladesh).
The dividend has been recommended @ 55% i.e. र 2.75 per share for theyear ended 31st March 2019. The total outflow inclusive of DividendDistribution Tax (DDT) amounts to र 861.61 Lacs (Previous year the Company has paiddividend of @ 50% i.e. र 2.50 per share and the total outflow inclusive of DDT was र783.28 Lacs.)
4 Transfer To Reserves
Your Directors propose to transfer र 250 Lacs to General Reserve.
5 Transfer to IEPF of Equity Shares and unclaimed Dividend
In terms of the provisions of Section 125 of the Companies Act 2013read with the Companies (Declaration and Payment of Dividend) Rules 2014 all unclaimed /unpaid dividend up to FY 2010-11 has been transferred to the Investor Education andProtection Fund and unclaimed / un-encashed dividend for the FY 2011-12 is due fortransfer to IEPF in November 2019. Company has intimated individually to concernedshareholders and published necessary notice in the newspapers intimating the shareholdersabout the impending transfer and the modus operandi for the same. In compliance with theamended Rules Company will be transferring requisite applicable Equity shares to thedesignated demat account opened by IEPF Authority. Company has uploaded the details of theshareholders whose shares were liable to be transferred to IEPF on its website viz.www.plastiblends.com.
Shri Pushp Raj Singhvi and Shri Sudarshan K. Parab were appointed asIndependent Directors at the 23rd AGM of the Company held on 9thSeptember 2014 for a term of five years and their term ends on 9th September2019. They are eligible for re-appointment for another term of five consecutive yearssubject to approval of the Members by Special Resolution. They have consented to theirre-appointment and confirmed that they are not disqualified from being appointed as anIndependent Director in terms of Section 164 of the Companies Act 2013. Based on theperformance evaluation of the Independent Directors the Nomination & RemunerationCommittee and the Board of Directors of the Company at their Meetings held on 9th May2019 have recommended their reappointment as an Independent Director for a second term offive consecutive years effective th September 2019. During their tenure ofappointment they shall not be liable to retire by rotation as provided under Section152(6) of the Companies Act 2013.
Shri Varun S. Kabra Managing Director and Smt Jyoti V. Kabra Directorof the Company will retire by rotation at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
A brief resume of the Directors seeking appointment/re-appointment atthe forthcoming AGM and other details as required to be disclosed in terms of Regulation36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andSecretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.
7 Board Independence
Based on the confirmation/disclosures received from the IndependentDirectors and on evaluation of the relationships disclosed Shri Pushp Raj Singhvi ShriSudarshan K. Parab Shri Bajrang Lal Bagra and Shri Rahul R. Rathi the Non-ExecutiveDirectors are Independent in terms of Regulation 16 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and Section 149 (6) of the Companies Act 2013;
8 Annual Evaluation By The Board
In compliance with the Companies Act 2013 and Regulation 19 read withSchedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015the Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of Committees. A structured questionnairewas prepared after taking into consideration inputs received from the Nomination andRemuneration Committee Members covering various aspects of the Board's functioningsuch as adequacy of Composition of Board and Committees Board communication timelinessand unbiased information of right length and quality of information Board cultureexecution and performance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance ofIndividual Directors including the Chairman of the Board who were evaluated on parameterssuch as attendance and participation in the discussion and deliberation at the meetingunderstanding role and responsibilities as Board Member demonstration of knowledge skilland experience that make him / her a valuable resource for the Board.
The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors in Independent Director(s)meeting. The Directors expressed their satisfaction with the evaluation process.
9 Familiarization Programme For Independent Directors
The Company conducted familiarization programme for Directors duringthe year. The programme aims to provide insights into the Company's business andfamiliarize Directors with its various aspects and assist them in performing their role asIndependent Director(s). The Company's policy on conducting the familiarizationprogram has been disclosed on the website of the Company athttp://www.plastiblends.com/Upload/PolicyOtherDoc/PLASTIBLENDS-FAMILIARISATION-PROGRAMME.pdf
10 Number Of Board Meetings
During the year 4 (four) Meetings of the Board of Directors were held.The details of the Meetings are furnished in the Corporate Governance Report which formspart of this Annual Report.
11 Audit Committee
The details pertaining to Composition of Audit Committee are includedin the Corporate Governance Report which forms part of this Report.
12 Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 your Directorshereby confirm that :
(i) in the preparation of Annual accounts for the year ended 31stMarch 2019 the applicable Accounting standards had been followed along with properexplanation relating to material departures; (ii) the Directors had selected suchAccounting Policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give the true and fair view of the state of affairsCompany as at end of the Financial Year ended on 31st March 2019 and of theprofit and loss of the Company for the said Financial Year;
(iii) the Directors had taken proper and sufficient care for theaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) theDirectors had prepared the annual accounts on a "going concern basis"; (v) theDirectors had laid down Internal Financial controls to be followed by the Company and suchInternal Financial controls are adequate and were operating effectively;
(vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.
13 Awards Recognitions And Certifications
Best Brand Award
Recognized as the "Best Brand" by Economic Times in itsPlastics & Polymers Brands Awards 2019.
Listed as "The Next 500" Company by Fortune India
The Company is listed at Sr. no. 492 in the next 500 list of Companiesidentified by Fortune India Magazine in their quarterly issue for Mar 2019 to Jun 2019quarter.
R & D Recognition
Research & Development facility of Company is recognized byDepartmentofScientific& Industrial Research (DSIR) as "In-house R & DUnit". Company has robust R & D which facilitates development of value addedproducts as per demand in various segments with constant innovation. Due to R&Dfacility we are consistently able to produce superior quality products at competitiveprices.
Accredited with the prestigious ISO 9001:2015 ISO 14001:2015 OHSAS18001:2007 certifications.
14 Credit Ratings
During the year credit rating agency CRISIL has reaffirmed CRISIL(Short Term Rating) ratings to the Bank loan facilities availed by the Company.
15 Nomination And Remuneration Policy (NRP)
The NRP of the Company for Directors Key Managerial Personnel (KMP)and Senior Management Personnel is hosted on the website of the Company at the followingweb link : http://www.plastiblends.com/Upload/PolicyOtherDoc/ PLASTIBLENDS-NRC.pdfDisclosure pertaining to remuneration and other details as required under Section 197 (12)of the act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed disclosed in Corporate Governance Report.
16 Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Section 177(9) the Board ofDirectors of the Company has framed the "Whistle Blower Policy" as the vigilmechanism for Directors and employees of the Company. The Whistle Blower Policy isdisclosed on the website of the Company athttp://www.plastiblends.com/Upload/PolicyOtherDoc/PLASTIBLENDS-VIGIL-MECHANISM.pdf
17 Prevention Of Insider Trading
The Board of Directors has adopted revised Insider Trading Policy intheir meeting held on 30th January 2019 in compliance with the requirement ofthe SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.The Insider trading policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with the shares of the Company. Thepolicy has been formulated to regulate monitor and ensure reporting of deals bydesignated person/employees and maintain the highest ethical standards of dealing inCompany securities.
18 Internal Financial Controls
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observations has been received from the Auditors of the Company forinefficiency or inadequacy of such controls.
19 Risk Management Policy
The Board of Directors of the Company has formulated a Risk ManagementPolicy which aims at enlarging shareholders value and providinganoptimumriskrewardtradeoff.The risk management approach is based on a clear understandingof the variety of risks that the organization facesdisciplined risk monitoring andmeasurement and continuous risk assessment and mitigation measures.
20 Corporate Governance
As required by Regulation 27 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 a Report on Corporate Governance is appendedalong with a Certificate of Compliance from the Auditors forming part of this Report. TheBoard of Directors of the Company adopted the Code of Conduct and the same is posted onthe Company's website. The Directors and Senior Management personnel haveaffirmedtheir compliance with the Code.
21 Related Party Transactions
All contracts / arrangements / transactions entered by the Companyduring the Financial Year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company has not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.
The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on theCompany's website at the link : http://www.plastiblends.com/Upload/PolicyOtherDoc/PBI-POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf. Your Directors draw attention of the Membersto Notes on financial statement which sets out related party disclosures.
As per the provisions of the Act the period of officeof A. G. Ogale& Co. Chartered Accountants as Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s. Kirtane & Pandit LLP CharteredAccountants Pune for a term of 5 (five) consecutive years. M/s. Kirtane & PanditLLP Chartered Accountants Pune have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.
The notes on financial statements referred to in the Auditors Reportare self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualifications reservation or adverse remark.
In terms of Section 148 of Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 and other applicable provisions if any of the CompaniesAct 2013 the Board of Directors of your Company has appointed M/s. Urvashi Kamal Mehta& Co. Cost Accountants as the Cost Auditor of your Company to conduct audit of CostAccounting records for Financial Year 2019-20 on the recommendation made by the AuditCommittee. The remuneration proposed to be paid to the Cost Auditors subject to theratification by the Members at the ensuing Annual General Meeting would be र 120000/-(Rupees One Lac Twenty Thousand Only) excluding applicable statutory taxes conveyance andout of pocket expenses if any.
As required under provisions of Section 204 of the Companies Act 2013the report in respect of the Secretarial Audit carried out by M/s. Bhandari &Associates Company Secretaries in Form MR-3 for the FY 2018-19 form part of this Report.
There is no qualification and adverse remarks except regarding delayedtransfer of shares to Investor Education and Protection Fund (IEPF) and delay in filing ofdetails of Investors Grievance to regularised.
23 Corporate Social Responsibility (CSR)
The Report on CSR activities as required under Companies (CorporateSocial Responsibility) Rules 2014 including a brief outline of the Company's CSRPolicy total amount to be spent under CSR for the Financial Year amount unspent and thereason for the unspent amount is set out at CSR statement forming part of this Report.
24 Extract Of Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 extract of the Annual Return for the Financial Year ended 31st March2019 made under the provisions of Section 92(3) of the Act forms part of this Report.
25 Material Changes
There have been no material changes and commitments if any affectingthe financial position of the Company which have occurred between the end of the FinancialYear of the Company to which the financial of the Report.
26 Particulars Of Loans Guarantees Investments
The particulars of loans guarantees and investments given / madeduring the Financial Year under review and governed by the provisions of Section 186 ofthe Companies Act 2013 have been disclosed in the Financial Statements.
27 Conservation Of Energy Technology Absorption And ForeignExchange Earnings & Outgo
The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct forms part of this Report.
During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014.
29 Significant & Material Court Orders
No significant and material orders have been passed by any Regulator orCourt or Tribunal which can have an impact of the going concern status and theCompany's operations in future.
30 Disclosure Under The Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal)
The Company pursuant to the Section 4 of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 has constituted an InternalComplaints Committee. During the year no complaint was lodged with the Internal ComplaintCommittee.
31 Particulars Of Employee And Related Disclosures
In terms of the provisions of Section 197 (12) of the Act read withRules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the details required therein forms part of this Report. Thestatement containing names of top ten employees in terms of remuneration drawn and theparticulars of employee(s) as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this Report.Further the Report and Account are being sent to the Members excluding aforementionedannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary.
32 MD & CFO Certification
Certificate from Managing Director and Chief Financial Officer of theCompany pursuant to the Regulation 17 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations 2015 forthe Financial Year 2018-19 under review was placed before the Board of Directors of theCompany at its meeting held on 9th May 2019.
33 Secretarial Standard
The Company complies with all applicable Secretarial Standards issuedby The Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act 2013 for the Financial Year ended 31stMarch 2019.
Your Directors would like to express their appreciation for theassistance and co-operation received from the Shareholders Bankers GovernmentAuthorities Export Promotion Council Other Semi Government Authorities Stock ExchangesCustomers Dealers Suppliers and Business Associates at all levels during the year underreview.
Your Directors also wish to place on record their appreciation for thecommitted services of the Executives staffs and workers of the Company.
|Place : Mumbai ||S. V. Kabra |
|Date : 9th May 2019 ||Chairman |