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Polyplex Corporation Ltd.

BSE: 524051 Sector: Industrials
NSE: POLYPLEX ISIN Code: INE633B01018
BSE 00:00 | 08 Apr 393.85 11.65
(3.05%)
OPEN

413.90

HIGH

424.00

LOW

386.85

NSE 00:00 | 08 Apr 394.65 12.60
(3.30%)
OPEN

424.00

HIGH

425.30

LOW

386.00

OPEN 413.90
PREVIOUS CLOSE 382.20
VOLUME 9424
52-Week high 655.00
52-Week low 282.50
P/E 5.18
Mkt Cap.(Rs cr) 1,260
Buy Price 393.85
Buy Qty 129.00
Sell Price 396.90
Sell Qty 4.00
OPEN 413.90
CLOSE 382.20
VOLUME 9424
52-Week high 655.00
52-Week low 282.50
P/E 5.18
Mkt Cap.(Rs cr) 1,260
Buy Price 393.85
Buy Qty 129.00
Sell Price 396.90
Sell Qty 4.00

Polyplex Corporation Ltd. (POLYPLEX) - Director Report

Company director report

Your Directors have pleasure in submitting the Thirty-fourth Annual Report togetherwith Audited Standalone and Consolidated Financial Statements for the year ended March 312019.

Financial Highlights and Operations

During the year working results of the Company were as under:

a) Standalone Working Results:

(र in Lacs)
Particulars 2018-19 2017-18
Total Income (Previous Year-Net of Excise Duty) 153956.13 115265.77
Profit before Finance Cost Depreciation and Amortization and Tax and Exceptional 33704.45 14270.54
Items
Less : Finance Costs 484.61 1584.34
Less : Depreciation and Amortization 4507.21 4750.96
Profit before Tax and Exceptional Item 28712.63 7935.24
Less: Exceptional Item - (Gain)/ Loss 0 0
Profit before tax but after exceptional item 28712.63 7935.24
Less/(Add):Tax expense and prior period adjustment 5904.23 2045.48
Profit after Tax (PAT) 22808.40 5889.76
Other Comprehensive Income 15.09 24.41
Total Comprehensive Income for the period 22823.49 5914.17

b) Consolidated Working Results:

(र in Lacs)
Particulars 2018-19 2017-18
Total Income (Previous Year-Net of Excise Duty) 473342.94 361650.93
Profit before Finance Cost Depreciation and Amortization and Tax and Exceptional 89490.76 53833.82
Items
Less : Finance Costs 2907.93 3943.16
Less : Depreciation and Amortization 20910.39 18501.03
Profit before Tax and Exceptional Item 65672.44 31389.63
Less: Exceptional Item - (Gain)/ Loss 0 0
Profit before tax but after exceptional item 65672.44 31389.63
Less/(Add):Tax expense and prior period adjustment 7307.15 2977.91
Profit after Tax (PAT) 58365.29 28411.72
Total Other Comprehensive Income 1197.07 22835.86
Total Comprehensive Income 59562.36 51247.58
Total Comprehensive Income attributable to owner of the parent 36694.50 27464.67
Total Comprehensive Income attributable to Non-Controlling Interest 22867.86 23782.91
Earnings Per Share (of र10/- Each) (H) (Basic & Diluted) 103.18 49.85

Year in Retrospect

During the year under review Company earned total income of र153956.13 Lacs ascompared to र116835.93 Lacs during the preceding year on Standalone basis includingincome by way of dividend from subsidiary(ies) amounting to र16984.05 Lacs (PreviousYear र4513.94 Lacs). Profit before Tax improved to र28712.63 Lacs as compared toर7935.24 Lacs. Profit after Tax for the year was at र22808.40 Lacs as compared toर5889.76 Lacs during the preceding year.

During the year under review Company earned total income of र473342.94 Lacs ascompared to र363221.09 Lacs during the preceding year on Consolidated basis. Profitbefore Tax was र65672.44 Lacs as compared to र31389.63 Lacs. Profit after Tax andbefore Minority Interest was र58365.29 Lacs as compared to र28411.72 Lacs during thepreceding year.

Transfer to Reserves and Dividend

A sum of र250.00 Lacs from the current year's profit has been transferred to GeneralReserves (Previous year र100.00 Lacs).

Board of Directors have declared and paid first Interim dividend at the rate ofर10.00 per share of the Face Value of र10 each (@100%) (Record Date: November 282018) and Second Interim dividend (Special) at the rate of र31.00 per share of the FaceValue of र10 each (@310%) (Record Date: May 29 2019).

Your Board of Directors have proposed payment of Final Dividend at the rate of र10.00per share of the Face Value of र10 each (@100%) which would be paid after itsdeclaration by the Members at the ensuing Annual General Meeting.

Cumulatively the Board of Directors of the Company has declared/Recommended the totaldividend of र51/- per share share (@510%) for the year under review.

Changes in the nature of business if any

There is no change in the nature of business of your Company during the year underreview.

Management Discussion and Analysis Report

As required by Regulation 34 read with Para B of Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 {SEBI(LODR) Regulations 2015} a detailed ‘Management Discussion and Analysis Report'(MDA) is attached in a separate section forming part of the Annual Report.

More details on operations and a view on the outlook for the current year are alsogiven in the 'Management Discussion and Analysis Report'.

Subsidiary Companies

During the year Company had following subsidiaries/ step-down subsidiaries whoseperformance are included in the Consolidated Financial Statements viz. Polyplex (Thailand)Public Company Limited Thailand Polyplex Trading (Shenzhen) Co. Ltd. China EcoBlueLimited Thailand Polyplex (Asia) Pte. Ltd. Singapore Polyplex (Singapore) Pte. Ltd.Singapore Polyplex Europa Polyester Film Sanayi Ve Ticaret Anonim Sirketi TurkeyPolyplex Paketleme Cozumleri Sanayi Ve Tickaret Anonim Sirketi Turkey Polyplex EuropeB.V. Netherlands PAR LLC. USA Polyplex America Holdings Inc. USA Polyplex USA LLC.USA and PT Polyplex Films Indonesia Indonesia.

As required by Section 129 of the Companies Act 2013 ('the Act') and other applicablelaws Consolidated Financial Statements of the Company and its subsidiaries are prepared inaccordance with applicable Accounting Standard(s) issued by Institute of CharteredAccountants of India (ICAI) form part of the Annual Report.

Highlights of performance of Subsidiary Companies and their contribution to the overallperformance of the Company during the period under report are discussed in MDA and FormAOC-I which forms part of the Annual Report.

The Financial Statements of the Subsidiary Companies will be posted on companieswebsite and made available on request.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the respective notes to Financial Statements.

Deposits from public

The Company has not accepted any deposits from public during the Financial Year2018-19. There were no unclaimed deposits as at March 31 2019.

Directors' Responsibility Statement

As required under Section 134(3)(c) of the Act in relation to the Financial Statementsfor the Financial Year 2018-19 the Board of Directors state that : -

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii) The Directors have 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 on March 31 2019 and of the profit ofthe Company for the year ended on March 31 2019;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) Annual accounts have been prepared on a 'going concern' basis;

v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Directors and Key Managerial Personnel

Independent Directors and Declaration by Independent Directors

During the year Mr. Brij Kishore Soni Mr. ditender Balakrishnan Dr. SureshInderchand Surana Ms. Pooja Haldea and Mr. Ran jit Singh served on the Board of theCompany.

Mr. Brij Kishore Soni and Mr. ditender Balakrishnan were appointed as IndependentDirector for second term of five consecutive years w.e.f. April 1 2019 to March 31 2024by the Members of the Company in their meeting held on March 30 2019.

Dr. Suresh Inderchand Surana resigned from the Board of the Company w.e.f. dune 112018 due his personal professional commitments. Your Board of Directors place on recordtheir appreciation for the services rendered by Dr. Surana during his tenure on the Board/Committees of the Board.

Further Dr. Suresh Inderchand Surana has been re-appointed as an Additional Directorin the Independent Directors category w.e.f. July 10 2019. He holds office upto the dateof ensuing Annual General Meeting. A Special Resolution for his re-appointment is includedin the Notice of the ensuing Annual General Meeting.

First term of Ms. Pooja Haldea as Independent Director will be expiring on March 292020. Based on her successful performance evaluation Nomination and RemunerationCommittee has recommended her re-appointment for a second term from March 30 2020 toMarch 29 2025. The Special Resolution for her re-appointment is included in the Notice ofthe ensuing Annual General Meeting.

All the Independent Directors have given the requisite declaration that they meet thecriteria of independence as prescribed under the Act and SEBI (LODR) Regulations 2015.

The Board of Directors has been noted and take on record the deceleration andconfirmation submitted by the Independent Directors after due assessment of the veracityof the same.

Non-Independent Directors and Directors Retiring by Rotation

During the year following Non-Independent Directors (including one Whole Time Director)served on the Board viz. Mr. Sanjiv Saraf Mr. Sanjiv Chadha and Mr. Pranay Kothari(Whole Time Director).

Mr. Sanjiv Saraf retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act Mr. Pranay Kothari Whole TimeDirector Mr. Manish Gupta Chief Financial Officer and Mr. Ashok Kumar Gurnani CompanySecretary are the Key Managerial Personnel of the Company.

Number of meetings of the Board

During the Financial Year 2018-19 Six meetings of the Board were held and the gapbetween two consecutive meetings was not more than 120 days. Details about the attendanceat these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on August 14 2018 withoutthe attendance of non-independent directors and members of management pursuant to theprovisions of Code for Independent Directors prescribed in Schedule IV of the Act.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) constituted by the Board of Directorshas laid down the criteria and process of identification/ appointment of Directors andpayment of remuneration. These include possession of requisite qualification experienceethics integrity and values absence of conflict with present or potential businessoperations of the company balanced and maturity of judgement willingness to devotesufficient time and energy high level of leadership vision and ability to articulate aclear direction for an organisation.

While selecting or recommending appointment of any Director NRC shall have regard tothe total strength of the Board prescribed under the Articles of Association and the Actcomposition of the Board with respect to Executive and Non-Executive Directors andIndependent and Non-Independent Directors and gender diversity.

Appointment of Independent Directors must satisfy the criteria laid down under the Actand Listing and other Regulations.

Components of remuneration for Executive Directors would include normal Salarystructure including perquisites as applicable to senior employees as per policies/schemesof the company. The appointment and overall remuneration as far as possible be within thestatutory ceilings and subject to requisite approvals of the Members of the Company andCentral Government if required.

Non-executive directors would be entitled to payment of sitting fee for attending ameeting of the Board or Committee thereof of such amount as may be approved by the Boardof Directors keeping in view the ceiling prescribed under the Act or Rules framed thereunder. Further Non-executive directors may also be paid commission up to 1% of the NetProfits of the Company subject to requisite approval of the Board and Members.

Board Committees and Directors Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and theCorporate Governance requirements prescribed under SEBI (LODR) Regulations 2015.

The performance of the Board and Committees was evaluated by the Board after seekinginputs from all the directors on the basis of following criteria:

a) Degree of achievement of key responsibilities.

b) Structure and Composition.

c) Establishment and delineation of responsibilities to Committees.

d) Effectiveness of Board processes information and functioning.

e) Board culture and dynamics.

f) Quality of relationship between Board and Management.

g) Efficacy of communication with external stakeholders.

The performance of individual directors was evaluated on following criteria:

a) Participation at Board/ Committee Meetings.

b) Knowledge and Skill.

c) Managing Relationships.

d) Personal Attributes.

Independent Directors of the Company in a separate meeting reviewed the performance ofnon-independent directors and the Board as a whole and as also the performance ofChairperson of the Company.

Managerial and Employee Remuneration

Disclosures pertaining to Managerial Remuneration and other details as required underSection 197(12) of the Act read with

Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in the Annexure A and B as also in the Corporate Governance Report.

Board Committees

Pursuant to the requirements under the Act and SEBI (LODR) Regulations 2015 the Boardof Directors have constituted various committees of Board such as Audit CommitteeNomination and Remuneration Committee Stakeholder's Relationship Committee and CorporateSocial Responsibility Committee. The details of composition and terms of reference ofthese committees are mentioned in the Corporate Governance Report.

Corporate Social Responsibility (CSR) Initiatives

Corporate Social Responsibility Report pursuant to Section 134(3) (o) of the Act andRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 forms part ofthis Report and is marked as Annexure C.

The details of the number of meetings held and attendance of members thereof areprovided in detail in the Corporate Governance Report attached.

Corporate Governance

Corporate Governance Report forms part of this Annual Report. Certificate of theAuditors regarding compliance with the conditions of Corporate Governance as stipulated inSEBI (LODR) Regulations 2015 is attached.

Whistle Blower Policy - Vigil Mechanism

The Company has formulated Whistle Blower Policy in line with the provisions ofsub-section 9 and 10 of Section 177 of the Act and SEBI (LODR) Regulations 2015. ThisPolicy establishes a vigil mechanism for Directors and employees to report genuineconcerns regarding unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct.

A copy of the Policy is available on the website of the Company at www.polvplex.com .

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act 2013 and Rules made there underM/s. S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No. 000756N)were appointed as Statutory Auditors of the Company for a term of five years from theconclusion of 32nd Annual General Meeting held on September 11 2017 until the conclusionof 37th Annual General Meeting to be held in the year 2022.

The Auditors Reports' on the Financial Statements of the Company for the Financial Year2018-19 to the Members is part of Annual Report. There are no qualifications reservationsor adverse remarks or disclaimers requiring any explanation in their report.

Internal Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointedM/s. Jain Pramod Jain & Co. Chartered Accountants as the Internal Auditors of theCompany for the Financial Year 2019-20.

Cost Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointedM/s. Sanjay Gupta & Associates Cost Accountants (Firm Registration No. 000212) asCost Auditors to audit the Cost Records of the Company for the Financial Year 2019-20. Interms of Rule 14 of the Companies (Audit and Auditors) Rules 2014 the remunerationpayable to the Cost Auditor is required to be ratified by the Members. Accordingly aresolution seeking ratification of the remuneration payable to the said Auditors has beenincluded in the Notice convening the ensuing Annual General Meeting.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit Committee have reappointedM/s. RSM & Co. Company Secretaries New Delhi as Secretarial Auditors of the Companyfor the Financial Year 2018-19 pursuant to the provisions of Section 204 of the Act andRules made there under. Secretarial Audit Report received from them is annexed herewithand marked as Annexure D.

Observations or other remarks in the Secretarial Audit Report are self explanatory.

Other Statutory Information

Details relating to conservation of energy technology absorption foreign exchangeearnings and outgo prescribed under Section 134(3) (m) of the Act read with Companies(Accounts) Rules 2014 are given in Annexure E.

Annual Return/Extract of Annual Return

In Compliance with the provisions of the section 134(3)(a) of the Act the AnnualReturn of the Company as per Section 92(3) of the Act is available on the Company'sWebsite www.polyplex . com. An extract of the Annual Return in Form MGT-9 is givenin Annexure F.

Related Party Transactions

None of the transactions with any of related parties were in conflict with theCompany's interest. Prescribed disclosure as required by the Accounting Standard (AS) 18has been made in the notes to the Financial Statements. All related party transactions arenegotiated on an arms-length basis and are in the ordinary course of business. Thereforethe provisions of Section 188(1) of the Act are not applicable to such transactions.

Wherever required omnibus approval of the Audit Committee is obtained and such RelatedParty Transactions are reported to the Audit Committee for its review. Further there wereno material Related Party Transactions during the year requiring approval of the members.

The Related Party Transactions Policy as approved by the Board is available on thewebsite of the Company at www.polyplex.com .

Risk Management

A detailed note has been provided under the Management Discussion and Analysis Report.

Internal Financial Control

The Company has laid down well defined and documented Internal Financial Controls. TheCompany has an overall framework for managing the risks in terms of the Enterprise RiskManagement Policy. In the opinion of Board Internal Financial Controls affecting thefinancial statements are adequate and are operating effectively.

Confirmation

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India (ICSI).

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the March 31 2019 and the date of this Board'sReport (i.e. July 10 2019).

There have been no instances of frauds reported by the auditors under Section 143(12)of the Companies Act 2013 and the Rules framed thereunder either to the Company or tothe Central Government.

Significant and material orders

There are no significant and material orders passed by the regulators or courts ortribunals during the year impacting the going concern status and Company's operations infuture.

Human Resources

Your Company is committed towards creation of opportunities for its employees that helpattract retain and develop a diverse workforce. Your Company lays due importance toconducive work culture for its employees.

To reinforce core values and belief of the Company various policies for employees'empowerment have been framed to enrich their professional personal and social life. Inaddition to above Company has also laid down Code of Conduct for Directors and SeniorManagement Personnel and Whistle Blower Policy.

Company has also laid down a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Constitute Internal ComplaintsCommittee to redress the complaints. There were no complaints recieved during the year(previous year: nil).

Listing of Shares and Depository System

Your Company's equity shares are listed on the BSE Ltd. and the National Stock Exchangeof India Ltd.

Your Company's equity shares are being traded in 'demat' form since April 30 2001.Shareholders of the Company who are still holding shares in physical form are advised toget their physical shares dematerialized by opening an account with one of the DepositoryParticipants.

Acknowledgement

Your Directors wish to place on record their appreciation of the wholehearted andsincere cooperation the Company has received from the various departments of Central/StateGovernments Financial Institutions Bankers and the Auditors of the Company. YourDirectors also wish to place on record their appreciation of the dedicated and sincereservices rendered by the employees of the Company.

For and on behalf of the Board
Sd/-
Date : July 10 2019 Sanjiv Saraf
Place : Noida Chairman