Your Directors present the Fifth Annual Report of the Company highlighting the businessand operations of the Company and the Audited Financial Statements for the Financial Yearended 31st March 2020.
FINANCIAL PERFORMANCE - STANDALONE & CONSOLIDATED
(Rs. in crores)
|Particulars ||Standalone ||Consolidated* |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Gross turnover ||4.44 ||16.38 ||916.51 ||2450.58 |
|Gross profit ||(19.05) ||0.05 ||(698.55) ||38.77 |
|Less : Depreciation ||- ||- ||137.17 ||139.12 |
|Profit/(loss) before exception items & tax ||(19.05) ||0.05 ||(835.72) ||(100.35) |
|Exceptional items ||325.00 ||- ||512.60 ||- |
|Profit/(loss) before tax ||(344.05) ||0.05 ||(1348.32) ||(100.35) |
|Less: Provision for taxation - current tax ||- ||2.38 ||0.30 ||(7.50) |
|Deferred tax ||(23.92) ||- ||(168.72) ||(40.39) |
|Profit/(loss) after tax from continuing operations ||(320.13) ||(2.33) ||(1179.90) ||(52.46) |
|Profit/(loss) from discontinued operations before tax ||- ||- ||61.36 ||184.61 |
|Tax expense of discontinued operations ||- ||- ||10.78 ||37.70 |
|Profit/(loss) from discontinued operations (after tax) ||- ||- ||50.58 ||146.91 |
|Profit/(loss) for the Year ||(320.13) ||(2.33) ||(1129.32) ||94.45 |
* The comparative figures for the year ended March 31 2019 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 Rs. 916.51 crores in 2019-20 against Rs.2450.58 crores in 2018-19. Gross Loss stood at Rs. 698.55 crores and the Loss after tax ofRs. 1129.32 crores. Consequently the earnings per share (face value of Re. 1) stood atRs. (17.90) (basic) and Rs. (17.62) (diluted) for Financial Year 2019-20.
The drop in performance was due to slow down in domestic automotive business withsqueeze in liquidity and OEMs facing sluggishness as well as demand starvation of PlasticsProducts due to choking of supply in absence of adequate working capital. During the yearunder review the company disinvested its entire stake in French Subsidiary Sintex NP SAS.
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 outbreak 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. Operations of the Subsidiariesof the Company were suspended in all the plants during lock down period of March-20 &April 20 and have resumed post lockdown as per government directives/restrictions onaccount of COVID 19. The impact of covid-19 may be different from than estimated as at thedate of approval of these Financials Results and the company will continue to closelymonitor the developments. Though a definitive assessment of the impact is not possible inview of the high uncertain economic environment and the scenario is still evolving.
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 2020.
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 2020.
There was no change in share capital during the year under review. Paid up sharecapital of the Company was Rs. 631028422/- divided into 631028422 equity shares ofRs. 1/- each as on 31st March 2020. FCCBs worth US$ 13.5 million (of the US$67 million FCCB issue) were outstanding for conversion into equity shares as on 31stMarch 2020.
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 itsdiversified manufacturing facilities located across the country. These solutions cater tocritical nation-building sectors and hence are always high on Government priority. TheCompany enjoys a global presence through its subsidiaries. This enables cross pollinationof global trends with the Indian operations and also helps in growing business for theCompany as a whole.
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 business segment was the mostaffected by the shortage of working capital. While it has a strong Brand presence thedemand was starved since the supply was choked. The product as well as cost optimizationefforts in this segment has resulted in it becoming lean and value generating even atlower levels of Revenue.
Customer-specific custom moulding: This business vertical focuses dominantly on theAutomotive sector. The demand in Auto-sector was affected due to economic slowdown andsqueeze in liquidity affecting buying decisions of consumers. This segment enjoyslong-term relationships with Auto OEMs. During the year the Hosur plant was setup tocater to two large OEMs (one in passenger vehicles and one in two-wheelers) as tier-1supplier.
BAPL Rototech Pvt. Limited: Since this subsidiary caters to the Commercial Vehiclesegment the impact on it was similar to the Automotive industry. While significant orderbook linked to the parts required to adhere to BS VI norms the OEMs are facingsluggishness in the demand.
Sintex Logistics LLC: The Company cemented its relations with Cummins US and resumedbusiness relations with other global corporates such as Alstom and Siemens.
Sintex NP SAS: The European operations was successfully sold in order to preserve itsvalue and allow it to grow through the capital investments.
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. During the year under review the Company has revised its businessstrategy to focus on prefab business with customers in the private sector where therequirement of working capital is less due to timely realization of receivables. Howeverdue to ongoing liquidity issues faced by the Company and change in target customerprofile the Company has decided to downsize its operations till the time liquidityconstraints are addressed and volumes with customers 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 B.V. a Step Down Wholly Owned Subsidiaryof the Company incorporated a company namely Sintex Holdings UK Limited in United Kingdom.
The Company has completed transaction with respect to sale of entire equity holding ofSintex NP SAS a Step Down Wholly Owned Subsidiary of the Company on 24thOctober2019 hence Sintex NP SAS (including its following 100% subsidiaries)("Sintex NP Group") ceased to be subsidiary of the Company w.e.f. 24thOctober2019:
Sr. No. Name of the Subsidiary
1 Sintex NP SAS (previously known as Nief Plastic SAS)
2 NP Hungaria Kft
3 NP Nord SAS
4 NP Slovakia SRO
5 NP Savoie SAS
6 NP Tunisia SARL
7 NP Vosges SAS
8 NP Morocco SARL (previously known as Segaplast Maroc SA)
9 NP Germany GMBH (previously known as NP Poschmann)
10 Siroco SAS
11 SICMO SAS
12 NP Jura
13 AIP SAS
14 NP Sud SAS (previously known as Segaplast SAS)
15 NP Polska
16 Simonin SAS
17 Capelec SAS
The Company does not have any associate or joint venture at the end of the year underreview.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the provisions for Corporate Social Responsibility underSection 135(1) of the Companies Act 2013 have first time become applicable to the Companyand the Corporate Social Responsibility ("CSR") Committee has been formed by theBoard during the year under review. On recommendation of CSR Committee the Board hasformulated a CSR Policy of the Company indicating the activities to be undertaken by theCompany in the areas or subjects specified in Schedule VII of the Companies Act2013.
The Composition of CSR Committee as on 31st March2020 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 2019-20 is annexed herewithas 'Annexure-A'.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s. B S R & Associates LLP (FRN:116231W/W-100024) Chartered AccountantsAhmedabad have tendered their resignation as the Statutory Auditors of the Company on 18thJuly 2019 and held office of Statutory Auditors of the Company till the conclusion of 4thAnnual General Meeting of the Company held on 30th August 2019. The Board ofDirectors in its meeting held on 19th July2019on the recommendation of theAudit Committee have appointed M/s. Chanda Ram & Associates Chartered AccountantsAhmedabad(Firm Registration No. 150519W) as the Statutory Auditors of the Company to fillthe casual vacancy created in the office of the Statutory Auditors to hold the office fora term of 5 consecutive years from the conclusion of 4th Annual General Meeting of theCompany till the conclusion of Ninth Annual General Meeting of the Company to be held inthe calendar year 2024. However M/s. Chanda Ram & Associates Chartered AccountantsAhmedabad ceased to be Statutory Auditors of the Company with effect from 19thMarch 2019 due to being disqualified under provisions of Section 141 of the CompaniesAct 2013 due to rendering services as mentioned under Section 144 of the Companies Act2013 which has resulted into casual vacancy in the office of Statutory Auditors of theCompany. Thereafter the Board of Directors on the recommendation of the Audit Committeehave appointed M/s. Prakash Tekwani & Associates Chartered Accountants Ahmedabad(Firm Registration No:120253W) as the Statutory Auditors of the Company to hold theoffice w.e.f. 28th March 2020 till the conclusion of ensuing Annual GeneralMeeting of the Company.
The Audit Committee and the Board of Directors in their respective meetings held on 24thJuly2020 have recommended appointment of M/s. Prakash Tekwani & Associates CharteredAccountants Ahmedabad (Firm Registration No: 120253W) as Statutory Auditors of theCompany subject to approval of the Members at the 5th Annual General Meeting ofthe Company for a term of 5 consecutive years. Accordingly a resolution proposingappointment of M/s. Prakash Tekwani & Associates as Statutory Auditors of the Companyfor a term of five consecutive years i.e. from the Conclusion of 5th AnnualGeneral Meeting till the conclusion of 10th Annual General Meeting of theCompany pursuant to Section 139 of the Companies Act 2013 forms part of notice calling5th Annual General Meeting of the Company. In this regard the Company has received acertificate to the effect that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 and that the appointment if any made shall be in accordance with theapplicable provisions of the Companies Act 2013 and the rules framed thereunder. Pursuantto Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Auditors have also confirmed that they have valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
The Report given by M/s. Prakash Tekwani & Associates Chartered Accountants on theFinancial Statement of the Company for the Financial Year 2019-20 does not have anyqualifications reservation disclaimer or adverse comments. The notes on financialstatement referred to in the Auditor's Report are self explanatory and do not call for anyfurther comments. Further the observation/s made therein read with concerned notes tofinancial statements provide sufficient information and need no clarification. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.
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.
Explanations/comments with respect to Internal Financial controls observations made bythe statutory auditors in Consolidated Audit Report: With respect to Debtor/tradereceivable management there are various on-going projects with Government Agencies andtherefore it is difficult to timely reconcile systematically realize and adherence to thecredit policy. Hence it is difficult to estimate the credit period. We will takeappropriate actions to get the average collection period down by giving less credit andstrengthening collections except government projects. With respect to GST matter we aredeveloping a system to ensure that ITC will be taken of those vendors' bills for whicheither we have already made payment or sure to make payment within 180 days andreconciliation process has been initiated.
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 2019-20 is annexed herewith as 'Annexure B'. 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. Rahul A. Patel Director is due to retire by rotation at this Annual GeneralMeeting in terms of Section 152(6) of the Companies Act 2013 and is eligible forreappointment.
During the year under review Mr. Sandeep M. Singhi Dr. Gauri S. Trivedi and Mr.Pravin K. Laheri resigned as Directors of the Company on 2nd October 2019 9thNovember 2019 and 11th November 2019 respectively. Mr. Yogesh L. Chhunchha(DIN: 03576478) Mr. Bhavan Trivedi (DIN: 06965703) and Mrs. Mamta P. Tripathi (08528138)were appointed as Additional Directors in the category of Independent Directors of theCompany w.e.f. 14th November 2019. Mr. Yogesh L. Chhunchha Mr. Bhavan Trivedi and Mrs.Mamta P. Tripathi hold the office up to the ensuing Annual General Meeting of the Company.
Nomination & Remuneration Committee at its meeting held on 24th July2020 has recommended to the Board of Directors for continuance of all three IndependentDirectors i.e. Mr. Yogesh L. Chhunchha Mr. Bhavan Trivedi and Mrs. Mamta P. Tripathiwhose term are expiring on ensuing Annual General Meeting of the Company. The Company hasreceived notices from a Member proposing appointment of Mr. Yogesh L. Chhunchha Mr.Bhavan Trivedi and Mrs. Mamta P. Tripathi as Directors of the Company pursuant to theprovisions of Section 160 of the Companies Act 2013. The Board of Directors of theCompany recommended appointment of Mr. Yogesh L. Chhunchha Mr. Bhavan Trivedi and Mrs.Mamta P. Tripathi as Independent Directors under the Companies Act 2013 to hold officetill the conclusion of the 9th Annual General Meeting of the Company to be held in thecalendar year 2024.
Tenure of Mr. Desh Raj Dogra as an Independent Director of the Company is concluding onensuing Annual General Meeting of the Company. Nomination & Remuneration Committee atits meeting held on 24th July 2020 has recommended to the Board of Directorsfor extension of Directorship of Mr. Desh Raj Dogra for the second term. The Company hasreceived notice from a Member proposing appointment of Mr. Desh Raj Dogra as a Director ofthe Company pursuant to provisions of Section 160 of the Companies Act2013. The Board ofDirectors of the Company has recommended re-appointment of Mr. Desh Raj Dogra as anIndependent Director of the Company for a second tenure commencing from ensuing AnnualGeneral Meeting of the Company and concluding on the day of 9th Annual GeneralMeeting of the Company to be held in the calendar year 2024.
The Board places on record its deep appreciation of the valuable services rendered aswell as advice and guidance provided by Mr. Sandeep M. Singhi Mr. Pravin K. Laheri andDr. Gauri S. Trivedi 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 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 inthe circumstances affecting their status as independent 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. Gaurav Agrawal resigned as Chief Financial Officerand Key Managerial Personnel of the Company w.e.f. 30th May 2019. Mr. YashpalJain was appointed as Chief Financial Officer and Key Managerial Personnel of the Companyw.e.f. 6th June2019. However Mr. Yashpal Jain also resigned as ChiefFinancial Officer and Key Managerial Personnel of the Company w.e.f. 16thSeptember2019 and thereafter Mr. Pradeep M. Shah was appointed as a Chief FinancialOfficer and Key Managerial Personnel of the Company w.e.f. 7th February 2020.
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.
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 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 EmployeeBenefits) Regulations 2014. A total of 3000000 options would be available for grant tothe eligible 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 availableelectronically 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/.
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 Six Board Meetings were convenedand held on 21st May 2019 30th May 2019 19th July 201914th August 2019 14th November 2019 and 7th February 2020. 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 31stMarch 2020:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee
iv. Corporate Social Responsibility Committee
v. Share & Debenture Transfer Committee
The Audit Committee consists of four Members viz. Mr. Amal Dhru (Chairman) Mr. DineshKhera (Member) Mr. Desh Raj Dogra (Member) and Mr. Amit D. Patel (Member) as on 31stMarch 2020. 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 7th February 2020 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 performance and financial position 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) Regulations2018 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. 1stApril 2019.
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. 1stApril2019.
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) whichare proposed 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-C 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 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.
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 - D'.
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 2020 asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed which forms part of this report as 'Annexure-E'.
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-F.
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.