Your Directors have immense pleasure in presenting the Fourth Annual Report of theCompany highlighting the business and operations of the Company and the accounts for thefinancial year ended 31st March 2019.
FINANCIAL PERFORMANCE - STANDALONE & CONSOLIDATED
(Rs. in Crores)
|Particulars || |
| ||2018-19 ||2017-18 |
|2018-19 ||2017-18 |
|Gross turnover ||16.38 ||13.69 ||4710.95 ||5535.96 |
| || || || || |
|Gross profit ||0.05 ||3.42 ||305.78 ||430.1 |
|Less : Depreciation ||- ||- ||221.52 ||241.09 |
|Profit before tax ||0.05 ||3.42 ||84.26 ||189.01 |
|Less: Provision for taxation current tax ||2.38 ||- ||26.35 ||57.45 |
|Deferred tax ||- ||- ||(36.54) ||(42.07) |
|Profit/(loss) after tax from continuing operations ||(2.33) ||3.42 ||94.45 ||173.63 |
|Profit/(loss) from discontinued operations before tax ||- ||- ||- ||(32.81) |
|Tax expense of discontinued operations ||- ||- ||- ||2.61 |
|Profit/(loss) from discontinued operations (after tax) ||- ||- ||- ||(35.42) |
|Profit/(loss) for the Year ||(2.33) ||3.42 ||94.45 ||138.21 |
*The comparative figures for the year ended March 312018 has been restated inaccordance with "IND-AS 8: Accounting Policies Changes in accounting estimates anderrors".
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.
FINANCIAL PERFORMANCE - CONSOLIDATED
Your Company has registered a topline of Rs. 4710.95 crores in 2018-19 against Rs5535.96 crores in 2017-18. Gross Profit stood at Rs. 305.78 crores and the profit aftertax of Rs. 94.45 crores. Consequently the earnings per share (face value of Re. 1) stoodat Rs. 1.51 (basic) and Rs. 1.49 (diluted) for financial year 2018-19.
The drop in performance was due to slow down in domestic automotive business withsqueeze in liquidity large and OEMs facing sluggishness. It was also affected byfluctuation of INR to USD and high volatility in international crude prices which posedchallenges to the external environment.
In view of loss incurred by the Company during the year under review the Board ofDirectors has not recommended dividend for the Year ended on 31st March 2019.
TRANSFER TO RESERVES
In view of loss incurred by the Company during the year under review the Company hasnot transferred any amount to reserves for the Year ended on 31st March 2019.
During the year under review the Company has allotted 16500000 equity shares of Re.1/- each per equity share on exercise of conversion by the Warrant holder and accordinglythe paid-up share capital of the Company on 31st March 2019 stands increased toRs.631028422/- divided into 631028422 equity shares of Re.1/- each. As at 31st March2019 FCCBs worth US$ 13.5 million (of the US$ 67 million FCCB issue) were outstanding forconversion into equity shares.
As on 31st March 2019the Company has utilized full amount of Rs. 399.38 crs raised bythe Company through Preferential Issue of warrants convertible into equity shares toPromoter Group Company for repayment of the existing debt of the subsidiary(ies).
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 there under.
STATE OF COMPANY'S AFFAIRS
Sintex Plastics Technology develops niche solution using plastics and composites at its35 manufacturing facilities located in nine countries. These solutions cater to criticalnation-building sectors and hence are always high on Government priority. The Companyenjoys a global presence through its subsidiaries. This enables cross pollination ofglobal trends with the Indian operations and also helps in growing business for theCompany as a whole.
PERFORMANCE OF SUBSIDIARIES
The Company enjoys a strong presence in the European markets through its subsidiarySintex NP SAS (Europe). In India the Company operates through its subsidiariesSintex-BAPL Limited (developing and delivering high-end custom moulded products andsolutions to diverse sectors) and Sintex Prefab and Infra Ltd. (which undertakes EPCcontracts for various infrastructure projects 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. The Company has subsidiaries namely BAPL Rototech Pvt. Limited SintexLogistics LLC and Sintex NP -with specific strategic road maps for each.
Application-specific custom moulded products: This business segment registered ahealthy performance as the Company worked on strengthening its presence in the Indianlandmass. New product launches and a greater focus on creating product awareness improvedproduct acceptability increased business volumes. In addition the Key Account Managementprocess facilitated in strengthening relations with sector experts opinion makersdecision influencers and corporate clients. This initiative also helped in generatingadditional volumes.
Customer-specific custom moulding: This high-value business vertical reported improvedgrowth numbers as business from the automotive sector improved over the previous year.Moreover the Company added new SKUs to its product offering to existing customers; italso received product approvals from new OEM in the automotive space operating in India -these factors augur well for an improved performance going forward.
The team also made considerable headway in the precision parts space - in theelectrical components segment it garnered additional volumes from existing customerswhile in the auto space it secured business from new global clients.
BAPL Rototech Pvt. Limited: While business from existing clients continued unabatedthe Company made a significant breakthrough by establishing relations with Tata Motors -for this the Company is setting up a manufacturing and assembling facility dedicated tocater to the client's needs. Besides the domestic operations the Company registeredsubstantial growth in its exports business.
Sintex Logistics LLC: The Company cemented its relations with Cummins US and resumedbusiness relations with other global corporates such as Alstom and Siemens. In additionthe Company increased its capability matrix which facilitated in securing big
programs namely AMTRAK CALIDOT PHOENIX from Alstom and Siemens to be delivered inupto next three years.
Sintex NP: The European operations witnessed healthy growth through most part of 2018;however growth remained muted towards the close of the year due to the economic andautomotive slowdown in Europe.
Sintex Prefab and Infra Limited: The Company is a Pan-India player offering range ofproducts from Mid-day meal kitchens to classrooms health care centres project & siteoffices sanitation police chowkis Labour camps bunk houses army shelters and coldchains among others.The Company focuses purely on private sector business and reducedgovernment exposure. Due to this Company's performance was subdued during the year underreview.
CHANGES IN SUBSIDIARIES ASSOCIATES AND JOINT VENTURES/WHOLLY OWNED SUBSIDIARIES
There was no change in the status of Subsidiaries Associates and JointVentures/Wholly-Owned Subsidiaries during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the provisions for Corporate Social Responsibility underSection 135(1) of the Companies Act 2013 were not applicable to the Company.
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.
Response to qualifications with respect to Internal Financial controls made by thestatutory auditors in Consolidated Audit Report:
Board of Directors of the Company took cognizance of the qualifications made withrespect to weaknesses in areas of revenue
recognition & general IT controls and will take necessary corrective measures toaddress the said weaknesses during the current financial year.
STATUTORY AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. B S R & Associates LLP Chartered Accountants (Firm RegistrationNo. 116231W/W-100024) were appointed as Statutory Auditors of the Company at 3rd AnnualGeneral Meeting (AGM) of the Company held on 17th September 2018 to hold office for termof 5 years i.e. till the conclusion of the 8th Annual General Meeting of the Company to beheld in the calendar year 2023.
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: Several Term loanfacilities of Sintex-BAPL Limited the Wholly Owned Subsidiary of the Company hadcertainfinancial debtcovenants to be adhered to but there was breach in the covenants for someof the term loan facilities as on 31.03.2019. Due to this breach the Statutory auditorshave opined that borrowing for which confirmation regarding continuance of applicabilityof original repayment schedule has not been received amounting to Rs. 672.28 Crores arerequired to be classified as Current Borrowings as loans becomes payable on demand as perterms of agreement with those lenders. However in the opinion of the Board of the Companyterm loan repayment schedules of these term loans will be as per the originally sanctionedterms hence the same are classified as Non-Current Borrowings.
Emphasis of matter: Please refer to the section of "Emphasis of matter" ofthe Independent Auditors' Report on Consolidated Financial Statements.
Explanation and comments of the Board on Emphasis of matter:
1) As mentioned in point no. 1 of Emphasis of matter of Independent Auditors' Report onConsolidated Financial Statements the comparative information for the Financial Yearended 31st March 2018 has been restated in the Consolidated Financial Statements inaccordance with "IND AS 8: Accounting Policies Changes in Accounting Estimates andErrors". This point is self- explanatory in nature.
2) As mentioned in point no. 2 of Emphasis of matter of Independent Auditors' Report onConsolidated Financial Statements valuation of brand at fair value recognised inFinancial Statements of Sintex- BAPL Limited the Wholly Owned Subsidiary of the Companyis as per court approved composite scheme of arrangement. As per requirements of IND-AS36: Impairment of Assets" to test the impairment of assets having indefinite usefullife the valuation of "Sintex" brand amounting to Rs. 1500 Crores at fair valueis carried out by independent valuer and according to report of Independent valuer thereis no impairment in the value of brand.
3) As mentioned in point no. 3 of Emphasis of matter of Independent Auditors' Report onConsolidated Financial Statements with regard to non-compliance of Foreign ExchangeManagement Act 1999 by one of the subsidiaries of the Company the subsidiary company ispresently in the process of regularizing the same. Management is of the view that therewould not arise any significant penalty from the said non-compliance.
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 self-explanatory 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 hasappointed M/s. Chirag Shah & Associates Practicing Company Secretaries Ahmedabad toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2018-19 is annexed herewith as 'Annexure A'. There were no qualificationsobservations reservation or comments or other remarks in the Secretarial Audit Reportwhich 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.
Pursuant to provisions of Regulation 17(1 A) of the SEBI(LODR) Regulations 2015 aspecial resolution including justification for continuance of directorship of Mr. PravinK. Laheri Non-Executive Independent Director of the Company (who is about to attain theage of seventy five years) till the expiry of his term is provided in the Notice of theAnnual General Meeting.
During the year under review Mr. Arun P. Patel Mr. Dinesh B. Patel and Mrs. Indira J.Parikh ceased to be Directors of the Company w.e.f. 29th March 2019 due to resignationtendered by them owing to age criterion prescribed under Regulation 17(1 A) of the SEBI(LODR) Regulations 2015. Mr. Amal Dhru and Mr. Dinesh Khera were appointed as AdditionalDirectors in the category of Independent Directors of the Company w.e.f. 29th March 2019.Mr. Amal Dhru and Mr. Dinesh Khera hold the office up to the ensuing Annual GeneralMeeting of the Company. The Company has received notices from a Member proposingappointment of both Mr. Amal Dhru and Mr. Dinesh Khera as Directors of the Companypursuant to the provisions of Section 160 of the Companies Act 2013. The Board ofDirectors of the Company has recommended appointment of Mr. Amal Dhru and Mr. Dinesh Kheraas Independent Directors under the Companies Act 2013 to hold office till the conclusionof the 8th Annual General Meeting of the Company to be held in the calendar year 2023.
The Board places on record its deep appreciation of the valuable services rendered aswell as advice and guidance provided by Mr. Arun P. Patel Mr. Dinesh B. Patel and Mrs.Indira J. Parikh during their 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 of Independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) read with Regulation 25(8) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year review Mr. Ankit Somani resigned as a Company Secretary &Compliance Officer and Key Managerial Personnel of the Company w.e.f. 16th July 2018 andMr. Manan Bhavsar was appointed as a Company Secretary & Compliance Officer and KeyManagerial Personnel of the Company w.e.f. 17th July2018.Mr. Gaurav Agrawal resigned as aChief Financial Officer and Key Managerial Personnel of the Company w.e.f. 30th May2019and Mr. Yashpal Jain was appointed as a Chief Financial Officer and Key ManagerialPersonnel of the Company w.e.f. 6th June2019.
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 (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out a formal annualevaluation of the performance of the Board itself its Committees and of individualdirectors through a structured evaluation process covering various aspects of the Boardfunctioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report which forms part of the Annual Report.
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 ESOP 2018
The Company has 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 independentdirectors.The
Scheme of ESOP Plan is in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014. A total of 3000000 options would be available for grant to theeligible employees of the Company and its subsidiaries and directors of the Companyexcluding independent directors under the ESOP Plan. During the year under review theCompany has not granted any stock options pursuant to ESOP Plan.
The certificate from the Statutory Auditors of the Company certifying that theCompany's ESOP Plan is being implemented in accordance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 and the resolution passed by the Members would be placed atthe AGM for inspection by Members.
Details as specified by SEBI under Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 are available from time to time on website of the Company atthe link http://www . sintexplastics.com/investors/.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
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 4 Board Meetings were convened andheld on 9th May 2018 16th July 2018 26th October 2018 and 23rd January 2019. Theintervening gap between the two consecutive meetings was not more than one hundred andtwenty days. Detailed information on the Meetings of the Board is included in theCorporate Governance Report which forms part 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 31st March2019:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee
iv. Share & Debenture Transfer Committee
The Audit Committee consists of four Members viz. Mr. Amal Dhru (Chairman) Mr. DineshKhera (Member) Mr. Sandeep M. Singhi (Member) and Mr. Amit D. Patel (Member) as on 31stMarch 2019. 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 23rd January 2019 without the attendance ofNon-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 the Board 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 asapproved by their respective Board of Directors. Further a statement containing salientfeatures of the Financial Statements of each subsidiary in Form AOC-1 forms part of theConsolidated Financial Statements. The statement also provides the details of performanceand financial position of each subsidiary.
STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE OF WARRANTS
Pursuant to Regulation 32(7A) of the SEBI (LODR) Regulations 2015 a statement ofUtilization of funds raised through Preferential Issue of Warrants as on 31st March 2019is provided in report on Corporate Governance.
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) Regulations2018 the Company adopted the new"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation"("Fair Disclosure Code") incorporating a policy fordetermination of "Legitimate Purposes" as per Regulation 8 and Schedule A to thesaid regulations w.e.f. 1st April2019.
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 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. 1st April2019.
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 and 8 to the standalone financial statement) which areproposed to be utilized for the general business purpose of the recipient.
Contracts and arrangements with related parties
Related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of business in accordance with relevantprovisions of the Companies Act 2013. Further there were material related partytransactions which were entered into in the ordinary course of business and on arm'slength basis under Section 188(1) of the Companies Act 2013 during the financial yearunder review details of which are provided in form AOC-2 pursuant to provisions ofSection 134(3)(h) of the Companies Act 2013 read with rule 8(2) of the Companies(Accounts) Rules 2014.Form AOC-2 is attached herewith as Annexure-B to the Board'sReport.
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 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.
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
EXTRACT OF THE ANNUAL RETURN
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extract of annual return in Form No. MGT-9 forms partof this report as 'Annexure - C'.
Extract of annual return in Form No. MGT-9 is placed on the Company's website at thelink http://www.sintexplastics.com/investors/ .
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the year ended 31st March 2019 as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed which forms part of this report as 'Annexure -D'.
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. There are no riskswhich in the opinion of the Board threaten the existence of the Company.
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-E.
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 subsection (1) of section 148of the Companies Act 2013 is not required to be maintained by the company and hencesuchaccounts 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) Act2013.
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
Chairman & Managing Director DIN: 00171035
Date: May 30 2019