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Polyplex Corporation Ltd.

BSE: 524051 Sector: Industrials
NSE: POLYPLEX ISIN Code: INE633B01018
BSE 15:28 | 22 Sep 1724.95 1.00
(0.06%)
OPEN

1738.00

HIGH

1747.15

LOW

1715.00

NSE 15:19 | 22 Sep 1728.85 6.30
(0.37%)
OPEN

1730.00

HIGH

1748.00

LOW

1713.05

OPEN 1738.00
PREVIOUS CLOSE 1723.95
VOLUME 10343
52-Week high 1893.20
52-Week low 644.75
P/E 11.82
Mkt Cap.(Rs cr) 5,415
Buy Price 1724.00
Buy Qty 82.00
Sell Price 1724.95
Sell Qty 25.00
OPEN 1738.00
CLOSE 1723.95
VOLUME 10343
52-Week high 1893.20
52-Week low 644.75
P/E 11.82
Mkt Cap.(Rs cr) 5,415
Buy Price 1724.00
Buy Qty 82.00
Sell Price 1724.95
Sell Qty 25.00

Polyplex Corporation Ltd. (POLYPLEX) - Director Report

Company director report

Your Directors have pleasure in submitting the Thirty-Fifth Annual Report together withAudited Standalone and Consolidated Financial Statements for the year ended March 312020.

Financial Highlights and Operations

During the year working results of the Company were as under: a) Standalone WorkingResults:

(Rs in Lacs)
Particulars 2019-20 2018-19
Total Income 149287 153956
Profit before Finance Cost Depreciation and Amortization and Tax and Exceptional Items 37032 33704
Less : Finance Costs 276 485
Less : Depreciation and Amortization 5451 4507
Profit before Tax and Exceptional Item 31305 28713
Less: Exceptional Item - (Gain)/ Loss 0 0
Profit before Tax but after exceptional item 31305 28713
Less/(Add):Tax expense and prior period adjustment 8323 5904
Profit after Tax (PAT) 22982 22808
Other Comprehensive Income/Loss (274) 15
Total Comprehensive Income for the period 22708 22823
b) Consolidated Working Results:
(Rs in Lacs)
Particulars 2019-20 2018-19
Total Income (Previous Year- Net of Excise Duty) 454851 473343
Profit before Finance Cost Depreciation and Amortization and Tax and Exceptional Items 84212 89491
Less : Finance Costs 1802 2908
Less : Depreciation and Amortization 25333 20910
Profit before Tax and Exceptional Item 57077 65673
Less: Exceptional Item - Gain/(Loss) 6941 0
Profit before tax but after exceptional item 64018 65673
Less/(Add):Tax expense and prior period adjustment 14636 7307
Profit after Tax (PAT) 49382 58366
Total Other Comprehensive Income 22320 1197
Total Comprehensive Income 71702 59563
Total Comprehensive Income attributable to owner of the parent 42434 36695
Total Comprehensive Income attributable to Non-Controlling Interest 29268 22868
Earnings Per Share (of Rs 10/- Each) (H) (Basic & Diluted) 88.18 103.18

Year in Retrospect

During the year under review Company earned total income of Rs 149287 Lacs ascompared to Rs 153956 Lacs during the preceding year on Standalone basis includingincome by way of dividend from subsidiary(ies) amounting to Rs 19185 Lacs (Previous YearRs 16984 Lacs). Profit before Tax improved to Rs 31305 Lacs as compared to Rs 28713Lacs. Profit after Tax for the year was at Rs 22982 Lacs as compared to Rs 22808 LacsLacs during the preceding year.

During the year under review Company earned total income of Rs 454851 Lacs ascompared to Rs 473343 Lacs during the preceding year on Consolidated basis. Profitbefore Tax and exceptional item was Rs 57055 Lacs as compared to Rs 65673 Lacs. Profitafter Tax was Rs 49382 Lacs as compared to Rs 58366 Lacs during the preceding year.

Transfer to Reserves and Dividend

A sum of Rs 250.00 Lacs from the Current Year's profit has been transferred to GeneralReserves (Previous Year Rs 250.00 Lacs).

Board of Directors have declared and paid Interim dividend at the rate of Rs 11.00 pershare of the Face Value of Rs 10 each (@110%) (Record Date: November 22 2019).

Your Board of Directors have proposed payment of Final Dividend at the rate of Rs 6.00per share of the Face Value of Rs 10 each (@60%) which would be paid after itsdeclaration by the Members at the ensuing Annual General Meeting.

Cumulatively the Board of Directors of the Company have declared/Recommended the totaldividend of Rs 17/- per share (@ 170%) for the year under review.

For the previous year 2018-19 Company paid first interim dividend @ Rs 10/- per sharesecond interim dividend (special) @ Rs 31/- per share and final dividend @ Rs 10/- pershare.

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) isattached in a separate section forming part of the Annual Report.

More details on operations and views on the outlook for the current year are also givenin the 'Management Discussion and Analysis Report'.

Buy Back

After the Closure of Financial Year the Board of Directors of your Company havedecided to Buy-Back 1154000 Equity Shares of Company which represents 9.9924 % of theaggregate of the Company's paid up capital and free reserves (including SecuritiesPremium) as on March 31 2019 on Standalone basis at a price not exceeding Rs 475 pershares from open market through Stock Exchanges. The buyback was scheduled to start fromApril 16 2020 and is expected to be completed latest by October 15 2020.

Till June 30 2020 Company has bought back 589225 shares which have since beenextinguished.

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(Wound upduring the Financial Year 2020-21) EcoBlue Limited Thailand Polyplex (Asia) Pte. Ltd.Singapore Polyplex (Singapore) Pte. Ltd. Singapore Polyplex Europa Polyester FilmSanayi Ve Ticaret Anonim Sirketi Turkey Polyplex Paketleme Cozumleri Sanayi Ve TickaretAnonim Sirketi Turkey Polyplex Europe B.V. Netherlands PAR LLC. USA Polyplex AmericaHoldings 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 givenin Form AOC-I which forms part of the Annual Report.

The Financial Statements of the Subsidiary Companies will be posted on Company'swebsite 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 Year2019-20. There were no unclaimed deposits as at March 31 2020.

Directors' Responsibility Statement

As required under Section 134(3)(c) of the Act in relation to the Financial Statementsfor the Financial Year 2019-20 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 2020 and of the Profit ofthe Company for the year ended on March 31 2020;

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. Jitender Balakrishnan Dr. SureshInderchand Surana (w.e.f. July 10 2019) Ms. Pooja Haldea and Mr. Ranjit Singh served onthe Board of the Company.

AH 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 have noted and taken on record the declaration and confirmationsubmitted by the Independent Directors after due assessment of the veracity of 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 (WholeTime Director).

Mr. Sanjiv Chadha retires by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for re-appointment.

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 2019-20 six meetings of the Board were held and the gapbetween two consecutive meetings was not more than 120 days. Details about the attendanceof Directors at these meetings are given in the Corporate Governance Report attached.

A separate meeting of the Independent Directors was held on July 10 2019 without theattendance 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 /schemes of the Company. The appointment and overall remuneration as far as possible bewithin the statutory ceilings and subject to requisite approvals of the Members of theCompany and Central 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 framedthereunder. Further Non-executive directors may also be paid commission up to 1% of theNet Profits 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 Remunerationof Managerial Personnel) Rules 2014 are given in the Annexure A and B and as also in theCorporate 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 Stakeholders' 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

Your Company contributes towards Healthcare Education Promoting Culture and Languageas per details given in the CSR Report.

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.

Business Responsibility Report (BRR)

The Company is pleased to inform that it is among the top 1000 companies as per themarket capitalisation as on March 31 2020. Accordingly pursuant to Securities andExchange Board of India (herein after referred as 'SEBI') circular dated November 4 2015and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company presents its first Business Responsibility Report for thefinancial year ended on March 31 2020. The Report is forming part of the Annual Report.

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.polyplex.com.

Auditors

Statutory Auditors

In accordance with the provisions of the Companies Act 2013 and Rules made thereunderM/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' Report on the Financial Statements of the Company for the Financial Year2019-20 to the Members is part of Annual Report. There are no qualifications reservationsor adverse remarks or disclaimers in their report requiring any explanation.

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 2020-21.

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 202021. 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 2019-20 pursuant to the provisions of Section 204 of the Act andRules made thereunder. Secretarial Audit Report received from them is annexed herewith andmarked as Annexure D.

Observations and 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 given inAnnexure 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 IndAs - 24 has been made inthe notes to the Financial Statements. All related party transactions are negotiated on anarms-length basis and are in the ordinary course of business. Therefore the provisions ofSection 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 other material changes and commitments affecting the financialposition of the Company which have occurred between March 31 2020 and date of thisReport.

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013 and the Rules framed thereunder either to the Company or to theCentral 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 constituted Internal ComplaintsCommittee to redress the complaints. There were no complaints received 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 20 2020 Sanjiv Saraf
Place : New York (USA) Chairman

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