Your Directors present the Sixth Annual Report of the Company highlighting the businessand operations of the Company and the Audited Financial Statements for the financial yearended 31st March 2021.
FINANCIAL PERFORMANCE - STANDALONE & CONSOLIDATED
(Rs in crores)
|Particulars ||Standalone ||Consolidated* |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Gross turnover ||0 ||4.44 ||858.37 ||916.51 |
|Gross profit / (loss) ||(16.18) ||(19.05) ||(292.33) ||(698.55) |
|Less : Depreciation ||0 ||0 ||139.45 ||137.17 |
|Profit / (loss) before exceptional items & tax ||(16.18) ||(19.05) ||(431.78) ||(835.72) |
|Exceptional items ||0 ||325.00 ||0 ||512.60 |
|Profit / (loss) before tax ||(16.18) ||(344.05) ||(431.78) ||(1348.32) |
|Less: Provision for taxation - current tax ||(1.13) ||0 ||88.29 ||0.30 |
|Deferred tax ||(6.88) ||(23.92) ||128.24 ||(168.72) |
|Profit / (loss) after tax from continuing operations ||(8.17) ||(320.13) ||(648.31) ||(1179.90) |
|Profit / (loss) from discontinued operations before tax ||0 ||0 ||0 ||61.36 |
|Tax expense of discontinued operations ||0 ||0 ||0 ||10.78 |
|Profit / (loss) from discontinued operations (after tax) ||0 ||0 ||0 ||50.58 |
|Profit / (loss) for the Year ||(8.17) ||(320.13) ||(648.31) ||(1129.32) |
* The comparative figures for the year ended March 31 2020 have been restated inaccordance with "IND-AS 8: Accounting Policies Changes in accounting estimates anderrors".
FINANCIAL PERFORMANCE - CONSOLIDATED
Your Company has registered a topline of ^ 858.37 crores in 2020-21 against Rs 916.51crores in 2019-20. Gross Loss stood at ^ 292.33 crores and the Loss after tax of ^ 648.31crores. Consequently the earnings per share (face value of ^ 1) stood at ^ (10.26)(basic) and ^ (10.18) (diluted) for financial year 2020-21.
This year overall business performance remained low due to economic slowdown and covidimpact.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT:
The continuity of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite period of time.Measures taken to contain the spread of the virus have triggered significant disruptionsto businesses worldwide resulting to an economic slowdown. The subsidiaries companiesoperations were suspended in all the plants during lock down period for substantial periodof time and have resumed post lockdown as per government directives/restrictions onaccount of COVID 19. The Company continues to closely monitor the developments. Though adefinitive assessment of the impact is not possible in view of the high uncertaineconomic environment and the scenario is still evolving.
In view of losses incurred by the Company during the year under review the Board ofDirectors has not recommended dividend for the Year ended on 31st March 2021.
TRANSFER TO RESERVES
In view of losses incurred by the Company during the year under review the Company hasnot transferred any amount to reserves for the Year ended on 31st March 2021.
The Company has allotted 5122874 Equity Shares upon conversion of FCCBs worth US$ 7million during the period under review. Therefore Paid up share capital of the Companystands increased from ^ 631028422/- divided into 631028422 equity shares of ^ 1/-each to ^ 636151296/- divided into 636151296 equity shares of ^ 1/- each as on 31stMarch 2021. FCCBs worth US$ 6.5 million (of the US$ 67 million FCCB issue) wereoutstanding for conversion into equity shares as on 31st March 2021.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made thereunder.
STATE OF COMPANY'S AFFAIRS
Sintex Plastics Technology Limited is a globally-respected plastic processingconglomerate that caters to diverse high-growth sectors. Headquartered in Kalol Gujaratthe Company has an extensive presence in India and across the globe through itssubsidiaries.
PERFORMANCE OF SUBSIDIARIES
In India the Company operates through its subsidiaries Sintex-BAPL Limited (developingand delivering high-end custom moulded products and solutions to diverse sectors) andSintex Prefab and Infra Limited (which undertakes EPC contracts for various infrastructureprojects across the country).
Sintex-BAPL Limited: The Company's custom moulding operations can be classified intotwo segments 1) Application-specific standard products catering to diverse sectors and 2)Customer-specific products primarily catering to the Automotive sector Mass transit &Electrical sectors.
Application-specific custom moulded products: This is the flagship vertical accountingfor major portion of the Company's revenue. Under this vertical the Company has developedniche solutions for critical applications that are high on the Government's priority list.In addition the Company is focused on expanding its presence in India Inc. with the KeyAccount Management process. As a result new customer addition and strong businessrelations with existing corporates are also making a significant contribution to businessgrowth.
Customer-specific custom moulding: As the name suggests the Company designs anddevelops components as per customer specification. While product development and approvaltake considerable time once approved customer stickiness is high owing to prohibitiveswitch-over costs leading to long revenue visibility and high profitability. While theIndian operations are primarily concentrated on developing components for the automobilesector the team is working on making inroads into the domestic Mass Transit Electricalsbusiness spaces.
BAPL Rototech Private Limited: BAPL Rototech Private Limited is a joint venture companybetween Sintex-BAPL Limited and Rototech Srl (Italy). The Company has two manufacturingfacilities one at Pithampur M.P and new facility commenced at Jamshedpur Jharkhandwhich manufactures plastic fuel tanks Diesel Exhaust Fluid (DEF) / Urea Tanks / AdblueTanks and CV exterior parts Fender Mud Guards snorkels etc. using Roto-Moulding and BlowMolding technology catering the needs of the Commercial Vehicle sector in India andacross the globe.
The Company's current customer portfolio includes established OEMs viz Volvo- EicherVolvo (India and Thailand) Tata Motors Limited - All locations UD Trucks (Japan)Cummins Technologies Mahindra Trucks to name a few. Apart from the Domestic suppliesthe Company is also equally focused on its Export business to UD Trucks Japan and VOLVOTSA co. Limited Thailand. The Company has been actively involved in the export of ad-bluetanks for the last 3 years and it has witnessed substantial growth in its export business.The export revenue for FY 21 was @ 11% of our total revenue.
The Ramp up of BS VI range of regulatory products has helped register robust growth forthe entity.
Sintex Logistics LLC: Financial year 2020-21 had major impact of two waves of Covid-19pandemic forcing widespread restrictions in industrial activities in US. This led toeither complete shutdown or reduced production at customers during Q1. During Q4 therewere many restrictions and lockdown at Indian facilities supplying to SLLC therebyrestricting supply chain. This was aggravated by global shortage of containers andshipping routes.
Despite the above challenges the Company could complete major projects with Siemensviz Orange County Twin City III Phoenix. Further the Company also continued to meetdemand for projects e.g. Houston 4 (Siemens) and AMTRAK (Alstom) with some delays. TheCompany won Virgin Heavy Rail interior program from Siemens and FRP seats program fromFreedman.
The Company continued to maintain relationship with all the customers in US. It ispitching in for a bigger share of Cummins business of plastic parts including newprograms. It has completed half of the AMTRAK program and shall be completing balance 14train sets to Alstom by Q1 2022.
Sintex Prefab and Infra Limited: The Company is a Pan-India player offering range ofprefabricated products from Mid-day meal kitchens to classrooms health care centresproject & site offices sanitation police chowkis Labour camps bunk houses armyshelters and cold chains among others. The Company is also engaged in the construction ofaffordable housing for various government projects using monolithic techniques. During theyear under review the Company has revised its business strategy to focus on prefabbusiness with customers in the private sector where the requirement of working capital isless due to timely realization of receivables. However due to ongoing liquidity issuesfaced by the Company and change in target customer profile the Company has decided todownsize its operations till the time liquidity constraints are addressed and volumes withcustomers in the private sector pick up.
For Information relating to contribution of each of the subsidiary company to theoverall performance of the company please refer form AOC-1 forming part of this AnnualReport.
CHANGES IN SUBSIDIARIES ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES
During the year under review Sintex Holdings UK Limited a step down Wholly OwnedSubsidiary of the Company has been dissolved w.e.f. 6th October 2020 in UnitedKingdom. Apart from this there was no change in the status of subsidiaries/Wholly OwnedSubsidiaries during the year under review.
The Company does not have any associate or joint venture at the end of the year underreview.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 read with Schedule VII of the Companies Act2013 CSR Committee of the Board of Directors has framed the policy on Corporate SocialResponsibility. The Corporate Social Responsibility policy as approved by the Board hasbeen hosted on the Company's website at the linkhttp://www.sintexplastics.com/investors/policies/.
The Composition of CSR Committee as on 31st March 2021 is as follow:
|Name of the Committee Members ||Category of Director ||Designation |
|Mr. Dinesh Khera ||Independent & Non-Executive Director ||Chairman |
|Mr. Rahul A. Patel ||Non-Independent & Non-Executive Director ||Member |
|Mr. Amit D. Patel ||Executive Director ||Member |
The Annual Report on CSR activities for the Financial Year 2020-21 is annexed herewithas 'Annexure-A'.
INTERNAL FINANCIAL CONTROLS ("IFC") AND THEIR ADEQUACY
As per the provisions of the Companies Act 2013 the Directors have the responsibilityfor ensuring that the Company has implemented robust system / framework for IFCs toprovide them with reasonable assurance regarding the adequacy and operating effectivenessof controls to enable the Directors to meet with their responsibility.
The Company has in place a sound financial control system and framework in place toensure:
the orderly and efficient conduct of its business including adherence toCompany's policies
safeguarding of its assets
the prevention and detection of frauds and errors
the accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.
A formal documented IFC framework has been implemented by the Company. The Boardregularly reviews the effectiveness of controls and takes necessary corrective actionswhere weaknesses are identified as a result of such reviews. This review covers entitylevel controls process level controls fraud risk controls and Information Technologyenvironment. Based on this evaluation there is nothing that has come to the attention ofthe Directors to indicate any material break down in the functioning of these controlsprocedures or systems during the year. There have been no significant events during theyear that have materially affected or are reasonably likely to materially affect ourinternal financial controls. The management has also come to a conclusion that the IFC andother financial reporting was effective during the year and is adequate considering thebusiness operations of the Company.
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Prakash Tekwani & Associates Chartered Accountants Ahmedabad(Firm Registration No: 120253W) were appointed as the Statutory Auditors of the Company at5th Annual General Meeting(AGM) of the Company held on 28thSeptember 2020 to hold the office for the term of five years i.e. till the conclusion of10th Annual General Meeting of the Company to be held in the calendar year 2025.
Responses to qualifications observations & emphasis of matter made by thestatutory auditors in Consolidated Audit Report:
Audit Qualifications: Please refer to the section of "Basis of QualifiedOpinion" of the Independent Auditors' Report on Consolidated Financial Statements.Explanation and comments of the Board on Audit Qualifications:
Sintex Prefab and Infra Ltd ("SPIL) has reversed MAT credit amounting to ^ 128.91crores. SPIL having carried forwarded business loss amounting to ^ 15.41 crores andunabsorbed depreciation amounting to ^ 224.46 crores. The Company can utilize MAT creditwhen tax is payable under normal provisions of the Act. Considering the substantialcarried forwarded loss under the Income Tax Act and considering current business volume ofthe SPIL the Company will not able to utilize the MAT credit. Therefore the Company hasreversed MAT credit and reversal of MAT does not effect going concern of SPIL since ithas carried forwarded said MAT credit in tax records and reversal of MAT credit in booksis just only book entry.
The statement on impact of Audit Qualifications for audit report with modified opinionis attached along with Consolidated Audited Financial Statements.
The notes on financial statement referred to in the Auditor's Report except abovementioned qualifications observations and emphasis of matter are selfexplanatory and donot call for any further comments. The Statutory Auditors have not reported any incidentof fraud to the Audit Committee of the Company in the year under review.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules
2014 the Company had appointed M/s. Chirag Shah & Associates Practicing CompanySecretaries Ahmedabad to undertake the Secretarial Audit of the Company. The SecretarialAudit Report for the financial year 2020-21 is annexed herewith as 'Annexure B'. Therewere no qualifications observations reservation or comments or other remarks in theSecretarial Audit Report which have any adverse effect on the functioning of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amit D. Patel Director is due to retire by rotation at this Annual General Meetingin terms of Section 152(6) of the Companies Act 2013 and is eligible for reappointment.
During the year under review Mr. Amal D. Dhru resigned as Director of the Companyw.e.f. 20th August 2020. Dr. Rajesh B. Parikh (DIN: 00171231) was appointed asan Additional Director in the category of Independent Director of the Company w.e.f. 11thNovember 2020. Dr. Rajesh B. Parikh to hold the office up to the ensuing Annual GeneralMeeting of the Company.
Nomination & Remuneration Committee at its meeting held on 28th June2021 has recommended to the Board of Directors for continuance of Dr. Rajesh B. Parikhwhose term is expiring at ensuing Annual General Meeting of the Company. The Company hasreceived notice from a Member proposing appointment of Dr. Rajesh B. Parikh as Director ofthe Company pursuant to the provisions of Section 160 of the Companies Act 2013. TheBoard of Directors of the Company recommended appointment of Dr. Rajesh B. Parikh as anIndependent Director under the Companies Act 2013 to hold office till the conclusion ofthe 10th Annual General Meeting of the Company to be held in the calendar year2025.
The Board places on record its deep appreciation of the valuable services rendered aswell as advice and guidance provided by Mr. Amal D. Dhru during his tenure.
Brief details of Director(s) proposed to be appointed/re-appointed as required underRegulation 36(3) of the SEBI Listing Regulations and Secretarial Standards-2 issued by theInstitute of Company Secretaries of India are provided in the Notice of the Annual GeneralMeeting.
The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarise with theCompany's procedures and practices.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) read with Regulation 25(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations
2015. There has been no change in the circumstances affecting their status asindependent directors of the Company.
In the opinion of the Board all independent directors of the Company appointed duringthe year have integrity necessary expertise and experience required for effectivelyperforming their roles and discharging responsibilities. Also your Company has receivedannual declarations from all the Independent Directors of the Company confirming that theyhave already registered their names with the data bank maintained by the Indian Instituteof Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairsunder the relevant rules.
During the year under review Mr. Pradeep M. Shah resigned as Chief Financial Officerand Key Managerial Personnel of the Company w.e.f. 6th January 2021. Mr.Jigneshkumar B. Raval was appointed as Chief Financial Officer and Key ManagerialPersonnel of the Company w.e.f. 10th February 2021.
Independent director databank registration
Pursuant to a notification dated October 22 2019 issued by the Ministry of CorporateAffairs all directors have completed the registration with the Independent DirectorsDatabank. Requisite disclosures have been received from the directors in this regard. YourCompany has received annual declarations from all the Independent Directors of the Companyconfirming that they have already registered their names with the data bank maintained bythe Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministryof Corporate Affairs under the relevant rules. Out of six Independent Directors of theCompany two Independent Directors have cleared the online proficiency self-assessmenttest as prescribed under said rules and rest of the Independent Directors will attempt thesaid test in due course of time.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE:
The Company has taken Directors' and Officers' Liability Policy to provide coverageagainst the liabilities arising on them.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the Board has carried out annual performance evaluation of its own its committeesand individual directors of the Company. The annual performance evaluation was carried outthrough structured evaluation process which was based on the criteria as laid down byNomination and Remuneration Committee which includes various aspects such as compositionof the Board & Committees diversity of the Board experience & competencies ofindividual directors performance of specific duties & obligations contribution atthe meetings and otherwise team work exercise of independent judgements andimplementation of corporate governance principals etc. Based on performance evaluationthe Board has concluded that efforts and contribution made by all directors individuallyas well as functioning and performance of the Board as a whole and its committees wereproactive effective and contributing to the goals of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statements in terms of Section 134(3)(c) ofthe Companies Act 2013 that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 at the end of the financial year and ofthe profit and 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; and
(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively SINTEX PLASTICS ESOP2018
The Company had instituted the Sintex Plastics Technology Limited -Employees StockOption Plan-2018 (ESOP Plan) to grant equity based incentives to eligible employees of theCompany and its subsidiaries and directors of the Company excluding independent directorsand a total of 3000000 options were available for grant under the ESOP Plan. The Companyhas not granted any stock options pursuant to ESOP Plan to eligible employees of theCompany and looking to the present financial position of the Company the Board hasterminated the ESOP Plan.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held to discuss and decide on various businessstrategies policies and other issues. During the year four Board Meetings were convenedand held on 24th July 2020 11th September 2020 11thNovember 2020 and 10th February 2021. The intervening gap between the twoconsecutive meetings was not more than one hundred and twenty days. Detailed informationon the Meetings of the Board is included in the Corporate Governance Report which formspart of the Annual Report.
COMMITTEE OF BOARD OF DIRECTORS
In compliance with the requirements of applicable laws and as part of the bestgovernance practice the Company has following Committees of the Board as on 31stMarch 2021:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee
iv. Corporate Social Responsibility Committee
v. Share & Debenture Transfer Committee AUDIT COMMITTEE
The Audit Committee consists of four Members viz. Mr. Bhavan Trivedi (Chairman) Mr.Dinesh Khera (Member) Mr. Desh Raj Dogra (Member) and Mr. Amit D. Patel (Member) as on 31stMarch 2021. There was no instance where recommendations of Audit Committee were notaccepted by the Board of Directors.
The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on 10th February 2021 without the attendanceof Non-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
EXTRA ORDINARY GENERAL MEETINGS / POSTAL BALLOT
During the year under review the Company has neither convened any Extra OrdinaryGeneral Meeting of the members of the Company nor passed any resolution through PostalBallot.
CONSOLIDATED FINANCIAL STATEMENTS
The Board reviewed the affairs of the Company's subsidiaries during the year at regularintervals. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company and all its subsidiaries whichform part of this Annual Report. The consolidated Financial Statements have been preparedon the basis of audited financial statements of the Company and its subsidiaries. Furthera statement containing salient features of the Financial Statements of each subsidiary inForm AOC-1 forms part of the Consolidated Financial Statements. The statement alsoprovides the details of contribution to overall performance of the Company and financialposition of each subsidiary.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of the Directors the senior management andtheir remuneration. The details of remuneration policy are stated in the CorporateGovernance Report.
Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information
Pursuant to amendments in the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 vide the Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 the Company adopted thenew "Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information"("Fair Disclosure Code") incorporating a policy fordetermination of "Legitimate Purposes" as per Regulation 8 and Schedule A to thesaid regulations w.e.f. 1st April 2019.
Code of Conduct to Regulate Monitor and Report Trading by Designated Persons
Pursuant to amendments in the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 vide the Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 the Company adopted therevised "Code of Conduct to Regulate Monitor and Report Trading by DesignatedPersons" as per Regulation 9 and Schedule B to the said regulations w.e.f. 1st April2019.
Whistle blower policy
The Company has adopted a Whistle Blower Policy through which the Company encouragesits employees to bring to the attention of Senior Management including Audit Committeeany unethical behaviour and improper practices and wrongful conduct taking place in theCompany. The details of the same is explained in the Corporate Governance Report and alsoposted on the website of the Company at the link http://www.sintexplastics.com/investors/policies/.
Policy for Determining Material Subsidiaries
Pursuant to amendments in the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 vide the the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements)(Amendment)Regulations 2018 the Company adopted the revised "Policy for Determining MaterialSubsidiaries" for laying down a criterion for determining Material Subsidiaries andtheir governance as per Regulation 16(1)(c) to the said regulations w.e.f. 1stApril 2019.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 are provided in the standalone financialstatement (Please refer to Note 4 & 8 to the standalone financial statements) forutilization for the general business purpose of the recipient.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any Related Party Transactions during the year underreview in terms of relevant provisions of the Companies Act 2013. Hence there were nocontracts or arrangements or transactions with related parties which are required to bereported under Section 188(1) of the Companies Act 2013 in form AOC-2 pursuant toprovisions of Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014.
Disclosures of Related Party transactions as per Regulation 34(3) read with Schedule Vof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are providedas Note No. 25 to Standalone Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING GOING CONCERN STATUS
No significant or material orders are passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's future operations. However there wereorders passed by the National Company Law Tribunal Ahmedabad bench for admission ofpetition(s) filed for initiation of Corporate Insolvency Resolution Process under theInsolvency and Bankruptcy Code 2016 against two material subsidiaries i.e. M/s. SintexPrefab and Infra Limited and M/s. Sintex-BAPL Limited during the review period.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section and forms part of this Annual Report.
Corporate Governance is essentially a philosophy. It encompasses not only theregulatory and legal requirements but also the voluntary practices developed by theCompany to protect the best interests of all stakeholders. The Company complies with allthe Standards Guidelines and Principles governing disclosures and obligations set out bythe Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporategovernance.
A separate report on Corporate Governance along with Certificate from M/s. Chirag Shah& Associates Practicing Company Secretaries Ahmedabad on compliance with theconditions of Corporate Governance as per Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is provided as a part of thisAnnual Report.
Your Company has made all information required by investors available on theCompany's website www.sintexplastics.com/investors .
EXTRACT OF THE ANNUAL RETURN
A copy of the annual return for finacial year 2020-21 is placed on the website of theCompany at www.sintexplastics.com/investors in accordance with the provisions of theCompanies Act 2013 with the information available up to the date of this report andshall be further updated as soon as possible but no later than sixty days from the date ofthe Annual General Meeting.
The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. During the year the Board ofDirectors has reviewed the risks associated with the business of the Company its rootcauses and the efficacy of the measures taken to mitigate the same.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year since the Company was not engaged in manufacturing business. Hencethere is no such information which is required to be appended pursuant to Section134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin separate annexure forming part of this Report as Annexure-C.
The statement containing particulars of employees as required under Section 197 of theAct read with rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Actthe Report and Accounts are being sent to the members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe members at the Registered Office of the Company during business hours on working daysof the Company. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary in this regard.
MAINTAINANCE OF COST RECORDS
Cost records as specified by the Central Government under sub - Section (1) of section148 of the Companies Act 2013 is not required to be maintained by the company and hencesuch accounts and records are not made and maintained.
INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
During the year under review there was no case filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks Members Esteemed Customers and Suppliers &Buyers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Employees of the Company.
| ||BY ORDER OF THE BOARD OF DIRECTORS |
| ||Amit D. Patel |
|Date: 28th June 2021 ||Chairman & Managing Director |
|Place: Ahmedabad ||DIN:00171035 |