The Members of
POLYMECHPLAST MACHINES LIMITED
Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Financial Statements for the !nancial year ended 31 March st 2021.
1. FINANCIAL & OPERATIONAL RESULTS:
| ||2020-21 ||2019-20 |
|PARTICULARS || || |
| ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
|Pro!t/(Loss) before Depreciation Exceptional Item and Tax ||411.20 ||266.8 |
|(Less) Depreciation and Amortisation expenses ||(46.02) ||(31.29) |
|Pro!t/(Loss) before Tax ||365.18 ||235.51 |
|Add/(Less)Tax expense || || |
|(i)Current tax ||(87.69) ||(60.06) |
|(ii)Deferred tax ||1.79 ||4.36 |
|(less)Income tax adjustments relating to earlier year ||(1.11) ||(0.68) |
|Net Pro!t for the Year ||278.17 ||171.78 |
|(Less: ) Share of Associates' loss ||(0.41) ||- |
|Net Pro!t after Tax and Share of Associate's Loss ||277.76 ||171.78 |
|Add: BALANCE BROUGHT FORWARD ||853.14 ||729.32 |
|(Less): Remeasurement of the Net De!ned Bene!t ||(0.15) ||(1.84) |
|(less) Dividend Paid ||(38.25) ||(46.12) |
|PROFIT CARRIED FORWARD TO BALANCE SHEET ||1092.50 ||853.14 |
During the year under review the Company earned total income of Rs. 6142.15lacs asagainst Rs. 4420.38lacs in the previous year.. recording growth of about 38.95%. TheCompany registered Net pro!t of Rs. 277.76/- as against Rs 171.78/- in the previous yearexhibiting growth of about 61.70% which can be mainly attributed to Reduction in !nancecost.
Your Directors are pleased to recommend dividend at the rate of 10% i.e. Rs. 1 perequity share for the year ended 31st March 2021 subject to approval of shareholders.
3. INFORMATIONABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY
Neither the Company has any Subsidiary Joint venture nor any other Company has becomeor ceased to be Subsidiary/Joint Venture Company of the Company during the year.
HoweverPramukh Medical Devices Pvt. Ltd. has become Associate Company during the yearconsequent to Investment of the Company in M/s. Pramukh Medical Devices Pvt. ltd of 20000Equity Shares of Rs. 10/- each aggregating to Rs. 200000/- being 40% of the total paidup Equity Share capital of M/s. Pramukh Medical Devices Pvt. ltd.
4. TRANSFER OFAMOUNT TO INVESTOR EDUCATIONAND PROTECTION FUND
Since there was no unpaid/unclaimed amount to be transferred to Investor Education& Protection Fund(IEPF) during the year under review pursuant to provisions of Section125 of the Companies Act 2013 ('the Act') and accordingly no amount is transferred toIEPF.
5. EXPLANATION(S)/COMMENT(S) ON QUALIFICATION(S)/ RESERVATION(S)/ ADVERSE REMARK(S)/DISCLAIMER BY STATUTORYAUDITOR/SECRETARIALAUDITOR IN THEIR RESPECTIVE REPORT
There are neither any quali!cation/ reservation/ adverse remark nor any disclaimer byStatutory Auditor or SecretarialAuditor in their draft report and accordingly noexplanation/ comment is required.
6. MATERIAL CHANGESAND COMMITMENTS
No material change and commitment affecting the !nancial position of the Company haveoccurred between the period of end of !nancial year to which this !nancial statementrelates and the date of this report and hence not reported.
7. EXTRACT OF THEANNUAL RETURN U/S 92(3) OF THEACTAS PER FORM MGT-9
The Company has placed its Annual Return on its website pursuant to Section 92(3) ofthe Act and is available on weblink www.polymechplast.com
8. MEETING OF THE BOARD OF DIRECTORS DURING THE YEAR
During the Financial Year 2020-21 Eight meetings of the Board of Directors of theCompany were held.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of theAct 2013 the Board of Directors of the Companycon!rms that
I. Your Directors have followed the applicable accounting standards along with properexplanation relating to material departure if any while preparing the annual accounts;
ii. Your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of !nancial year and of thePro!t & Loss of the Company for the period;
iii. Your Directors have taken proper and suf!cient care for maintenance of adequateaccounting records in accordance with the provisions of thisAct for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. Your Directors have prepared the annual accounts on a going concern basis.
v. Your Directors have laid down internal !nancial controls which are adequate &effectively operational.
vi. Your Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and effectively operational.
In accordance with the provisions of section 139 and other applicable provisions ifany of the Act and the relevant Rules framed thereunder your Company has appointed M/sCNK & Associates LLP Chartered Accountants Vadodara as a Statutory Auditors of theCompany to hold of!ce up to the conclusion of 35th Annual General Meeting to be held in2022.
b) SecretarialAuditors and Report
The Company has appointed M/s Devesh Pathak & Associates Practising CompanySecretaries as SecretarialAuditors. Their report is enclosed as per Annexure-A.
c) InternalAudit and Report
The Company has appointed M/s JHS &Associates CharteredAccountants asInternalAuditors.
d) CostAudit and Report
There is no requirement for CostAudit as the Company does not fall in the criteria forthe same.
11 LOANS GUARANTEESAND INVESTMENTS
The Company has not given any guarantees or securities covered under the provisions ofSection 186 of theAct.
However the aggregate of loans and advances granted as also investments are within thelimits of Section 186 of theAct.
12 RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to inSection 188 (1) of the Act in the prescribed FormAOC-2 is enclosed as per Annexure-Bforming part of this report.
13 CONSERVATION OF ENERGY TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE OUTGO: (A)CONSERVATION OF ENERGY:
(i) the steps taken or impact on conservation of energy;
- Installation of Solar Photo Voltic systemearlier helps in conservation of energy.
(ii) the steps taken by the Company for utilizing alternate sources of energy;
- Installation of Solar Photo Voltic system earlier helps in using alternative sourceof energy i.e. Solar Power
Since the Company has not imported technology the Company has no information to offerin respect of Technology absorption.
(C) FOREIGN EXCHANGE EARNINGSAND OUTGO:
During the year under review actual in#ow and actual out#ow of foreign exchange wasRs. 8672751/- and Rs. 17364493/- respectively.
Risk Management Policy is in place.
15 DIRECTORS AND KMP
Mr. K RBhuva resigned from the Board including as a Chairman and Managing Directoron11th February 2021 due to pre occupation. The Board of Directors placed on record of it'sappreciation for valuable services rendered by Mr. K. R. Bhuva as a Founder Director ofthe Company and subsequentlyas a Chairman & Managing Director Mr. M R Bhuva wasappointed as a Chairman and Managing Director of the Company w.e.f. 1st June 2021 subjectto approval of shareholders.
Mr. M R Bhuva retires by rotation as a Director at the ensuing Annual General Meetingand being eligible offers himself for re election as a Retiring Director.
The Company has neither accepted nor renewed any deposit within the meaning of theCompanies (Acceptance of Deposits) Rules 2014.
17 CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall in any of the criteria of Section 135(1) of Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.
18 MEDIAN EMPLOYEE DETAILS
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be made available to any member on request.
19 PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration of Rs 10200000 or more per annum or Rs.850000 per month for any part of the year or more and hence no particulars have beenfurnished as required under Section 197 of the Companies Act 2013 read with Rule 5(2) and5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
2.0 ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('LODR') the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of the working of itsAuditAppointment& Remuneration Committees.
2.1 CORPORATE GOVERNANCE REPORT
In view of paid up capital and Net Worth of the Company being lesser than Rs. 10 Croresand Rs. 25 Crores respectively Corporate Governance Report as prescribed in Clause C ofschedule V to LODR is not required and accordingly included in theAnnual Report in termsof Regulations 15(2) of LODR.
22. INDEPENDENT DIRECTORS
(A) Statement on Declaration given by Independent Directors under Section 149(6) oftheAct.
The Board of Directors of the Company hereby declares that all the Independentdirectors duly appointed by the Company have given the declaration and that they meet thecriteria of independence as provided under section 149(6) of the CompaniesAct 2013.
(B) Astatement with respect to integrity expertise and expenses of IndependentDirectors
Your Directors are the opinion that the Independent Directors are of high integrity andsuitable expertise as well as experience (including pro!ciency)
2.3 NOMINATIONAND REMUNERATION COMMITTEE
The Company has duly constituted Nomination & Remuneration committee pursuant tosection 178(1) of the Act and accordingly formulated the policy on Directors'Appointmentand Remuneration.
24. REMUNERATION POLICY
Pursuant to provisions of the Act the Nomination and Remuneration Committee (NRC) ofyour Board has formulated a Remuneration Policy for the appointment and determination ofremuneration of the Directors Key Managerial Personnel Senior Management and otheremployees. The NRC has developed criteria for determining the quali!cation positiveattributes and independence of Directors and for making payments to Executive andNon-Executive Directors. The remuneration policy of the Company can also be seen at thewebsite of the Company i.e.
2.5 CODE OF CONDUCT
The Company has suitably laid down the code of conduct for all Board members and seniormanagement personnel of the Company. The declaration by Managing Director and CFO of theCompany relating to the compliance of the aforesaid code of conduct forms an integral partof this annual report.
2.6 VIGIL MECHANISM
In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation22(1) of LODR the Company has formulated the Vigil Mechanism for Directors and employeesto report genuine concerns and made provisions for direct access to the chairperson oftheAudit Committee.
27 . NO SIGNIFICANT OR MATERIAL ORDER
No signi!cant or material order was passed by any regulator court or tribunalimpacting the going concern status or Company's operations in future during the year underreview.
2.8 REPORTING OF FRAUDS
There has been no instances of fraud reported by the Statutory Auditors under section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
29. TRANSFER TO GENERAL RESERVE
The Company is not required to transfer any amount to its reserves. Hence no amount istransferred to reserves during the year under review.
3.0 CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business during the year under review.
3.1 DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The summary of sexual harassment complaints received and disposed off during the!nancial year under review is as under:
|- Number of Complaints Received ||NIL |
|- Number of Complaints Disposed off ||NIL |
3.2 MANAGEMENT DISCUSSIONANDANALYSIS REPORT
Management Discussion & Analysis Report as stipulated under Para B of Schedule V ofLODR is attached to this Report as perAnnexure.
3.3 INTERNAL CONTROL SYSTEMSAND THEIRADEQUACY
The Company has an adequate system of internal controls in place. It has documentedprocedures covering all !nancial and operating functions. These controls have beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations protecting assets from unauthorized use or lossescompliances with regulations and for ensuring reliability of !nancial reporting. TheCompany has continued its efforts to align all its processes and controls with global bestpractices in these areas as well.
Audit Committee of the Board of Directors regularly reviews the audit planssigni!cant audit !ndings adequacy of internal controls compliance with AccountingStandards as well as reasons for changes in accounting policies and practices if any.
34. STATEMENT ON COMPLIANCES OFAPPLICABLE SECRETARIAL STANDARDS
Your Directors state that the Company has been Compliant of applicable SecretarialStandards during the year under review.
35. DISCLOSURE OF MATERIAL IMPACT OF COVID-19 PANDEMIC
The physical and !nancial performance of the Company for the year 2020-21 was affectedbecause of COVID-19 pandemic. Due to the nationwide Lockdown production slowed downinitially but later it improved.
Impact of COVID- 19 on Business:
During the lockdown period the manufacturing facilities were shut down completely. Thelockdown has caused signi!cant loss of production and sales during the !nancial year. TheCompany had resumed operations after respective Government approvals. During the periodthe Company continued to honor all its !nancial obligations towards its Vendors Statutorydues and its Employees.
Your Directors take opportunity to express their gratitude to government bankerssuppliers customers advisers employees and shareholders for their valuable support andco-operation
| ||FOR AND ON BEHALF OF THE BOARD |
|Date : 29/05/2021 ||M. R. Bhuva |
|Place: Vadodara ||Chairman & Managing Director |