Your Directors are pleased to present their Twenty First Annual Report and theCompany's AuditedFinancial Statement for the financial year ended 31st March 2020.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended 31st March 2020 issummarized below:
|PARTICULARS || |
|31.03.2020 ||31.03.2019 |
|Net Sales /Income from Business Operations ||52415659.37 ||67347343 |
|Other Income ||5491990.65 ||2896079 |
|Total Income ||57907650.02 ||70243422 |
|Less Total Expenses ||58864776.51 ||67999313 |
|Profit before Depreciation ||-(957126.49) ||2244109 |
|Less Depreciation ||1233377.79 ||938027 |
|Profit after depreciation and Interest ||-(2190504.28) ||1306081 |
|Less Current Income Tax ||0 ||(250000) |
|Less Previous year adjustment of Income Tax ||251292 ||27136 |
|Less Deferred T ax || ||- |
|Net Profit after Tax ||-(2441796.28) ||1083217 |
|Dividend (including Interim if any and final ) || ||- |
|Net Profit after dividend and Tax ||-(2441796.28) ||1083217 |
|Amount transferred to General Reserve || || |
|Balance carried to Balance Sheet ||-(2441796.28) ||1083217 |
|No. of Shares ||4781600 ||4781600 |
|Earnings per share (Basic) ||-0.51 ||0.22 |
|Earnings per Share (Diluted) ||-0.51 ||0.22 |
2. State of Company's Affairs and Future Outlook:
The year 2019 - 2020 was indeed a challenging year but instead of constantly keeping aclose watch on the various fluctuation and by putting best effort to overcome from itcompany was not able to achieve profit. The lockdown imposed in India due to COVID-19pandemic w.e.f 24th March 2020 had a negative impact on the business of theCompany. The drop of Sale in the march due to lockdown measure announced by Government ofIndia. Because of the increased raw material prices high inflation & volatile marketscenario the company has not been able to achieve profit. There is a Loss of Rs. 24.41Lakhs as against Rs. 10.83 Lakhs profit in last year.
The Company is taking all necessary steps to reduce wastages and make production costefficient and will surely be able to achieve its target.
3. Change In Nature of Business If Any:
There is no change in the nature of business of the company.
In order to conserve the resources and to improve the financial position of theCompany the Directors of your Company do not recommend any dividend for the current year.
5. T ransfer of unclaimed dividend to Investor Education and Protection Fund:
There was no unpaid/unclaimed Dividend declared and paid last year and hence theprovisions of Section 125 of the Companies Act 2013 do not apply.
6. Amounts T ransferred to Reserves in terms of Section 134(3)(j) of the Companies Act2013
The Board in its meeting held on July 7 2020 proposes to carry Rs. 5 62 65352amounts to reserves.
7. Changes in Share Capital If Any:
During the Financial Year 2019-20 the share capital of the Company remained unchanged.
8. Details pertaining to shares in suspense account
There is nil shares in suspense account.
9. Details under Section 67(3) of the Companies Act 2013 in respect of any scheme ofprovision of money for purchase of own shares by employees or by trustee for the benefitsof employees
There is no such shares as per Section 67(3) of the Companies Act 2013.
10. Material changes and commitments if any affecting the financial position of thecompany occurred between the ends of the financial year to which these financialstatements relate and the date of the report:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
11. Directors and Key Managerial Personnel:
The Key Managerial Personnel of the Company are as follows:
|Mr. Jitendra Kumar Modi ||Chief Financial Officer |
|Mr. Amit Rathi ||Whole-time Director |
|Ms. Varsha Gupta ||Company Secretary |
(a) Changes in Directors and KMP:
During the financial year 2019-20 under review No director was appointed and resignedin the Board Except Mrs. Sweta Rathi whose appointment had been regularised in the Annualgeneral Meeting as a Non- executive Independent Women Director in the Annual Generalmeeting held on 16th August 2019 as per Regulation 36(3) of the SEBI(LODR)Regulation 2015. Mr. Puspjeet Kumar (DIN: 00548463) who retires by rotation and beingeligible offers himself for re-appointment.
(b) Declaration by Independent Director(s) and reappointment if any.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and under LODR guidelines 2016 of Listing Agreemententered into with the Stock Exchanges.
(C) Annual Performance and Board Evaluation. A declaration by the Independentdirector(s) under subsection (6) of section 149 of the Companies Act 2013 has beenreceived in the meeting. Pursuant to provision of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination and Remuneration Committee of the Company a structuredquestionnaire was prepared after taking into consideration the various aspect of the BoardFunctioning composition of the Board and its Committee culture execution and performanceof specific duties obligations and governance.
12. Number of Board Meetings:
Detail showing the Number of Board Meeting held in the financial year 2019-20 alongwith the detail of Directors attending the Board Meeting
|Name of Directors ||17.05.2019 ||29.05.2019 ||24.06.2019 ||16.09.2019 ||13.11.2019 ||15.03.2020 |
|Pramod Kumar Agarwal ||y ||y ||y ||y ||y ||y |
|Amit Rathi ||y ||y ||y ||y ||y ||y |
|Puspjeet Kumar ||y ||y ||y ||y ||y ||y |
|Sweta Rathi ||y ||y ||y ||y ||y ||y |
|Varsha Gupta ||y ||y ||y ||y ||y ||y |
13. Audit Committee:
During the period under review the Board of Directors of your Company constituted aAudit Committee in accordance with the provisions of Section 177 of the Companies Act2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules2013.
The Audit Committee consists of the following member's:
|Name of the members ||29.03.2019 ||29.05.2019 ||20.08.2019 ||13.11.2019 ||28.02.2020 |
|Pramod Kumar Agarwal ||y ||y ||y ||y ||y |
|Amit Rathi ||y ||y ||y ||y ||y |
|Sweta Rathi ||y ||y ||y ||y ||y |
|Varsha Gupta ||y ||y ||y ||y ||y |
All the recommendations made by the Audit Committee were accepted by the Board.
14. Nomination and Remuneration Committee:
During the year under review the Board of Directors of your Company constituted aNomination and Remuneration Committee in accordance with the provisions of Section 178 ofthe Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 andregulation 19 of Sebi LODR guidelines 2015 which has been enclosed as Annexure III. Thecomposition of the committee is as under:
|Name of the members ||17.05.2019 ||15.08.2019 ||13.11.2019 ||02.03.2020 |
|Pramod Kumar Agarwal ||? ||? ||? ||? |
|Puspjeet Kumar ||? ||? ||? ||? |
|Sweta Rathi ||? ||? ||? ||? |
|Varsha Gupta ||? ||? ||? ||? |
(a) Company's policy relating to directors appointment payment of remuneration anddischarge of their duties:
The Committee has formulated the Nomination and Remuneration Policy which broadly laiddown the various principles of remuneration and covers the procedure for selectionappointment and compensation structure of Board members Key Managerial Personnel (KMPs)and Senior Management Personnel (SMPs) of your Company.
(b) Performance evaluation:
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for Performance Evaluation of the Board (including Committees) and everyDirector (including Independent Directors) pursuant to provisions of Section 134 Section149 read with Code of Independent Directors (Schedule IV) and Section 178 of the CompaniesAct 2013 and the regulation 19 of SEBI LODR guidelines 2015 covering inter-alia thefollowing parameters namely:
1. Board Evaluation
2. Board Committee Evaluation
3. Individual Director Evaluation
Based on these criteria the performance of the Board various Board Committees viz.Audit Committee Nomination and Remuneration Committee and Individual Directors (includingIndependent Directors) was evaluated to be satisfactory.
During the year under review the Independent Directors of your Company reviewed theperformance of NonIndependent Directors and Chairperson of your Company taking intoaccount the views of Executive Directors and Non-Executive Directors.
15. Subsidiaries Joint Ventures and Associate Companies:
The Company does not have any Subsidiaries Joint Ventures or Associates Companiesduring the year under review.
16. Statutory Auditors:
M/s. CBA & Associates Chartered Accountants (Firm Registration No. 329282E) haveresigned as Statutory Auditor of the Company vide their letter dated May 17 2019 due tounavoidable circumstances the Company has opted for an early rotation. Subsequent toresignation on the recommendation of Audit Committee the directors of the Companyapproved the appointment of KGR & Associates Chartered Accountant (FRN No: 326755E)Kolkata as Statutory Auditor of the Company for the financial Year 2018-19 to fill thecasual vacancy pursuant to provision of Section 139(8) of the Companies Act 2013 till theensuing AGM subject to the approval of shareholders by way of E-Voting. The Board alsorecommend to the shareholders for the appointment of KGR & Associates CharteredAccountant as the Statutory Auditor of the Company for a term of 5years from theconclusion of ensuing AGM until the conclusion of the of the 5th Annual GeneralMeeting for audit of accounts for the Financial Year
2018-2019 to 2022-2023. Mr. KGR & Associates would be within the limits prescribedunder the section 141 of the Companies Act 2013 read with rules and that they are notdisqualified for reappointment within the meaning of Section 141 of the Companies Act2013.They have also confirmed that they hold a valid peer review certificate as prescribedunder Regulation 33(1) (d) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
17. Cost Auditors:
The provision for conducting Cost Audit and or maintaining Cost Record as per the Actdoes not apply to your Company during the financial year under report.
18. Secretarial Audit Report:
The present Secretarial Auditor of the Company-Mr. Saket Kumar Practicing CompanySecretary have resigned as Secretarial Auditor of the Company vide their letter datedMarch 31st 2020 due to unavoidable circumstances. Subsequent to resignation on therecommendation of Audit Committee the directors of the Company approved the appointmentof Ms. Puja Pujari Company Secretary (COP No: 20171) as Secretarial Auditor of theCompany for the financial Year 2019-20 and Financial Year 2020-21 pursuant to provision ofSection 204 read with rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Secretarial Audit Report for the financial year ended on March 31 2020 is annexedherewith marked as annexure-4 to this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.
19. Audit Qualifications on Auditor's Report:
There were no qualifications reservations or adverse remarks made by the Auditors.
20. Vigil Mechanism/Whistle Blower Policy
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company
21. Extract of Annual Return:
The extract of Annual Return in format MGT -9 as required under Section 92 of theCompanies Act 2013 for the Financial Year 2019-20 has been enclosed with this report asAnnexure I and is also available on the Company Website i.e. www.polymacthermoformers.com.
22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:
No such orders have been passed against the Company.
23. Internal Financial Controls:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014.
25. Energy Conservation Technology Absorption Foreign Exchange Earnings and Outgo:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureII and is attached to this report
26. Details of Policy Developed and Implemented by The Company on Its Corporate SocialResponsibility Initiatives:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 along withCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable.
27. Particulars of Loans Guarantees or Investments made Under Section 186 of TheCompanies Act 2013:
There were no loans guarantees investments made by the Companies under Section 186 ofthe Companies Act 2013 during the year under review which was as per section 186 of theCompanies Act 2013.
28. Particulars of Contracts or Arrangements made with Related Parties:
All the related party transactions of your Company are entered on arm's length basisand are in compliance with the applicable provisions of the Companies Act 2013 and theListing Agreement. There are no materially significant transactions made by the Companywith Promoters Directors or Key Managerial Personnel (KMPs) which have potential conflictwith the interest of your Company at large .Members may refer to the notes to thefinancial statements for details of related party transactions. Since all related partytransactions entered into by your Company were in the ordinary course of business and wereon an arm's length basis Form AOC-2 is not applicable to your Company.
29. Particulars of Employees and Related Disclosures:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therewere no such employees drawing remuneration in excess of the limits set out in the saidrules.
In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring business hours on working days of the Company up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard.
30. Corporate Governance:
As per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015"15(2) The compliance with the corporate governance provisions asspecified in regulations 17 1819 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not applyin respect of 15(2)(b): the listed entity which has listed its specified securitieson the SME Exchange Provided that for other listed entities which are not companies butbody corporate or are subject to regulations under other statues the provisions ofcorporate governance provisions as specified in regulation 17 18 19 202122 23 2425 26 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and para C D andE of Schedule V shall apply to the extent that it does not violate their respectivestatutes and guidelines or
directives issued by the relevant authorities.10 Hence your company is exempted tocomply with aforesaid provisions of the SEBI(LODR) Regulation 2015
31. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL ACT 2013
There were no complaints received during the financial year 2019-20 and hence nocomplaint is outstanding as on 31.03.2020 for redressal. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.
32. Risk Management Policy:
Your company already has "Risk Management Policy" in writing which is alsouploaded on the website of the company. The policy is regularly updated taking intoconsideration the changes taking place in the business environment. Your company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.
33. Secretarial Standards:
The Company has adhered to applicable Secretarial Standard i.e. SS-1 and SS-2 relatingto " Meeting of the Board of Directors' and "General Meetings".
34. Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) 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 2018 and of the profit/loss of the Company for that period;
c) 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
35. Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review as stipulatedunder LODR Guidelines is presented in a separate section forming part of the Annual Reportand enclosed as Annexure V.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company
| ||For and on Behalf of the Board Of Directors |
| ||Pramod Kumar Agrawal |
| ||Chairman & Director |
|Date: 03.09.2020 ||DIN:03268014 |
|Place: Kolkata || |