Your Directors are pleased to present their Report on your Company's businessoperations along with the Audited Statement of Accounts for the financial year ended March31 2020.
| || || || ||(Rs. in Mn.) |
|Particulars || |
| ||2020 ||2019 ||2020 ||2019 |
|i. Revenue from Operations ||21409.10 ||21166.36 ||35780.34 ||35637.37 |
|ii. Profit before Interest Depreciation & Tax ||2935.81 ||3225.20 ||5011.61 ||5267.25 |
|iii. Interest & Finance Cost ||634.12 ||595.68 ||1081.98 ||986.48 |
|iv. Depreciation ||947.17 ||900.96 ||1562.14 ||1461.46 |
|v. Profit before Tax ||1354.52 ||1728.56 ||2367.49 ||2819.31 |
|vi. Tax Expenses ||377.22 ||466.26 ||617.36 ||734.18 |
|vii. Profit for the Year ||977.30 ||1262.30 ||1750.13 ||2085.13 |
STATE OF COMPANY'S AFFAIRS:
Net Revenue from operations for the consolidated entity increased to Rs.35780.34 Mn.as against Rs.35637.37 Mn. in the previous year registered growth of 0.40%. However theNet Profit stood at Rs.1750.13 Mn. as compared to the previous year Rs.2085.13 Mn.
Net Revenue from operations for the standalone entity increased to Rs.21409.10 Mn. asagainst Rs.21166.36 Mn. in the previous year registered a growth of 1.15%. However theNet Profit stood at Rs.977.30 Mn. as compared to the previous year Rs.1262.30 Mn.
Your Directors are pleased to recommend 95% Dividend (being Rs.0.95 per share)(Previous Year: 90% - final) on 226146750 Equity Shares of Rs.1/- each subject to theapproval of the Shareholders. The Final Dividend entails cash outflow of Rs.214.84 Mn.
Pursuant to the requirement of Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated and adoptedDividend Distribution Policy which is available on the website of the Company at www.timetechnoplast.com.
Transfer to Reserves:
The Board of Directors has decided to retain the entire amount of profits for FY2019-20 in the profit and loss account.
The paid up Equity Share Capital as at March 31 2020 was Rs.226146750 comprising of226146750 equity shares of Rs.1/- each. During the year under review your Company hasneither issued any shares nor granted any stock options. The Company has paid Listing Feesfor the Financial Year 2020-21 to the Stock Exchanges where its equity shares arelisted.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
Pursuant to Section 129(3) of the Companies Act 2013 ("Act") theconsolidated financial statements of the Company and its subsidiaries associates andjoint ventures prepared in accordance with the relevant Accounting Standard specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014form part of this Annual Report. Pursuant to the provisions of the said section astatement containing the salient features of the financial statements of the Company'ssubsidiaries associates and joint ventures in Form AOC-1 is given in this Annual Report.Further in accordance with Section 136 of the Companies Act 2013 the financialstatements of the subsidiary and associate companies are available for inspection by themembers at the corporate office of the Company during normal business hours on all theworking days upto the date of the Annual General Meeting (AGM).
Pursuant to Section 136 of the Companies Act 2013 ("the Act") the Companyis exempted from attaching Annual Report of the Subsidiary Companies. The Company shallprovide the copy of the financial statement of its subsidiary companies to theshareholders upon their request.
The Company's policy for determining material subsidiaries as amended from time totime approved by the Board is uploaded on the Company's website at www.timetechnoplast.com
RELATED PARTY TRANSACTIONS:
During the financial year the Company entered into related party transactionscompletely on an arm's length basis and in the ordinary course of business. There are nomaterial transactions with any related party as defined under Section 188 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014. All related partytransactions have been approved by the Audit Committee of the Company and are reviewed byit on a periodic basis. The policy on Related Party Transactions as approved by the AuditCommittee and the Board is available on Company's website viz. www.timetechnoplast.com.
The details of the transactions with related parties are provided in the accompanyingfinancial statements.
A) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Raghupathy Thyagarajan (DIN: 00183305) Director ofthe Company retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re- appointment for your approval.
The aforesaid re-appointment with a brief profile and other related information ofDirectors seeking re-appointment forms part of the Notice convening the Annual GeneralMeeting and the Directors recommend the said re-appointments for your approval.
B) INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Companyas specified in Section 149 (7) of the Companies Act 2013 confirming that they meet thecriteria of independence specified in Section 149 (6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)Rules 2014 they have registered themselves with the Independent Director's databasemaintained by the Indian Institute of Corporate Affairs Manesar.
There has been no change in the circumstances affecting their status as IndependentDirectors of the Company. Terms and conditions of appointment of Independent Directors areplaced on the Company's website at www.timetechnoplast.com
The details of Familiarization Programme imparted to the Directors are given inCorporate Governance Section of this Annual Report.
C) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act Mr. Manoj Kumar Mewara is designated as CompanySecretary and Compliance Officer of the Company w.e.f. 24th November 2018 toensure compliance with various regulatory requirements.
D) COMMITTEES OF THE BOARD:
The Company has Seven Board Committees as on March 31 2020:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
4) Risk Management Committee
5) Corporate Social Responsibility Committee
6) Committee of Directors
7) Compensation Committee
Details of all the committees along with their main terms composition and meetingsheld during the year under review are provided in the Report on Corporate Governance apart of this Annual Report.
E) NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Policy on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) of the Companies Act 2013. Theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration policy of the Company. The above policy is available on the Company's websiteat www.timetechnoplast.com.
F) BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationsthe Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committees.
Independent Directors at their separate meeting also reviewed the performance ofnon-independent Directors and the Board as a whole in line with the Company's policy onBoard Evaluation. The Board of Directors expressed their satisfaction with the evaluationprocess.
G) NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors of the Company met four (4) times during the previous financialyear on 27th May 2019 13th August 2019 14th November2019 and 13th February 2020. The particulars of attendance of the Directors atthe said meetings are detailed in the Corporate Governance Report of the Company whichforms a part of this Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
A) STATUTORY AUDITOR:
M/s. Shah & Taparia Chartered Accountants Mumbai (Firm Registration No. 109463W)and M/s. Shah Khandelwal Jain & Associates Chartered Accountants Mumbai (FirmRegistration No. 142740W) have been the Joint Statutory Auditors of the Company for theperiod of five years upto the Conclusion of the AGM to be held for Financial year2021-2022 subject to ratification by members at every Annual General Meeting of theCompany. Pursuant to the amendment to Section 139 of the Act effective from May 7 2018ratification by Shareholders every year for the appointment of the Statutory Auditors isno longer required and accordingly the Notice of ensuing Annual General Meeting does notinclude the proposal for seeking Shareholders approval for ratification of Joint StatutoryAuditors appointment. M/s. Shah & Taparia and M/s. Shah Khandelwal Jain &Associates have furnished a certificate of their eligibility and consent under Section139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for theircontinuance as the Auditors of the Company for the FY 2020-21. In terms of the ListingRegulations the Auditors have confirmed that they hold a valid certificate issued by thePeer Review Board of the ICAI.
B) COST AUDITOR:
The Board had appointed M/s. Darshan Vora & Co. Cost Accountant Mumbai (FirmRegistration No. 103886) for conducting the audit of Cost Accounting Records maintained bythe Company for the Financial year ended 31st March2020.
The Board of Directors on recommendation of the Audit Committee appointed M/s. DarshanVora & Co. Cost Accountant Mumbai (Firm Registration No. 103886) as the CostAuditors of the Company to conduct the Audit of the Cost Accounting Records maintained bythe Company for the Financial Year 2020-2021 under section 148 of the Companies Act 2013.
The Cost Auditor have confirmed that their appointment is within the limits of section141(3) (g) of the Companies Act 2013 and have also certified that they are free from anydisqualifications specified under section 141(3) and proviso to section 148(3) read withsection 141(4) of the Companies Act 2013.
The Audit Committee has also received a Certificate from the Cost Auditor certifyingtheir independence and Arm's Length Relationship with the Company.
As per the provisions of the Companies Act 2013 the remuneration payable to the CostAuditor is required to be placed before the Members in the ensuing Annual General Meetingfor their ratification. Accordingly a Resolution seeking Members' ratification for theremuneration payable to M/s. Darshan Vora & Co. Cost Accountant Mumbai forms part ofthe Notice convening the Annual General Meeting.
C) SECRETARIAL AUDITOR:
In accordance to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Company hasappointed M/s. Arun Dash & Associates Practicing Company Secretaries (Membership No.F9765 & C. P. No. 9309) to conduct Secretarial Audit for the financial year 2019-20.The Report of the Secretarial Auditor is annexed hereto as Annexure B. The said Reportdoes not contain any qualification reservation or adverse remark.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management andAdministration) Rules 2014 the extract of the Annual Return in the prescribed form i.e.Form MGT-9 is annexed as Annexure - A which forms part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- D.
PARTICULARS OF EMPLOYEES:
The statement containing information pursuant to Section 197 of the Companies Act 2013and Rule 5(1) & (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure -E and forms part of this Report.
PARTICULARS OF EMPLOYEES STOCK OPTION SCHEME (ESOS)
The Stock Options have been granted to the employees under Time Technoplast ESOP -2017.The said scheme is in compliance with the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 as amended from time to time (SEBIRegulations). The details and disclosures with respect to ESOS/ ESPS as required underSEBI Regulations are provided on the website of the Company and web link for the same is www.timetechnoplast.com.
LOANS GUARANTEES & INVESTMENTS:
The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Act have been disclosed in the Financial Statement forming part ofAnnual Report.
The Company has not accepted any deposit from the Public during the year under reviewunder the provisions of the Companies Act 2013 and the rules framed thereunder.
During the year under review industrial relations remained harmonious at all ouroffices and establishments. The Company takes pride in the commitment competence anddedication of its employees in all areas of the business.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures.
b) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period.
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) that the Directors have prepared the annual accounts on a going concern basis.
e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDIT COMMITTEE COMPOSITION:
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms a part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has constituted a CSR Committee and adopted a CSR Policy pursuant to theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 based on the recommendations of the CSRCommittee. The CSR Policy is available on the Company website at www.timetechnoplast.com.The composition of the CSR Committee is disclosed in the Corporate Governance Reportwhich forms part of this Annual Report. The report on CSR activities undertaken by theCompany in accordance to the Companies (Corporate Social Responsibility) Rules 2014 isannexed to this Report at Annexure C.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate Section forming part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the ListingRegulations is presented in a separate Section forming part of this Annual Report.
The Company's philosophy is based on the values of transparency customer satisfactionintegrity professionalism and accountability. The Company adheres to corporate culture ofintegrity and consciousness. Corporate Governance is a journey for constantly improvingsustainable value creation.
As required under the provisions of Regulation 34(3) read with Schedule V of the SEBIListing Regulations a separate report on Corporate Governance forms part of this AnnualReport together with a Certificate from the Auditors of the Company regarding complianceof conditions of Corporate Governance.
VIGIL MECHANISM-WHISTLE BLOWER'S POLICY:
The Company believes in conducting its affairs in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethicalbehavior. In order to achieve the same the Company has formulated a Whistle Blowers'Policy to provide a secure environment and to encourage all employees and Directors of theCompany shareholders customers vendors and/or third party intermediaries to reportunethical unlawful or improper practices acts or activities in the Company and toprohibit managerial personnel from taking any adverse action against those employees whoreport such practices in good faith. The Policy has been uploaded on the website of theCompany www.timetechnoplast.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace.Detailed disclosure required as per Section 21 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 is as follows:
|Number of complaints of Sexual harassment received in the year ||Nil |
|Number of complaints disposed off during the year ||Nil |
|Number of cases pending for more than ninety days ||Nil |
|Number of workshops or awareness programme against sexual harassment carried out ||4 |
|Nature of action taken by the employer or district officer ||NA |
RISK MANAGEMENT POLICY:
The Company is committed to high standards of business conduct and good risk managementto:
* Protect the Company's assets
* Safeguard shareholder investment
* Avoid major surprises relating to overall control environment
* Achieve sustainable business growth
* Ensure compliance with applicable legal and regulatory requirements.
The Board has adopted a policy on risk management to mitigate inherent risks and helpaccomplish the growth plans of the Company. Accordingly various potential risks relevantto the Company have been identified by the Audit Committee. The Board reviews the sameperiodically and suggests measures to mitigate and control these risks.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR & THE DATE OF REPORT:
There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report except for the impactarising out of COVID-19.
COVID-19 AND ITS IMPACT:
The COVID-19 pandemic has posed unprecedented challenges for India and the world. Thecountry witnessed lockdown being implemented in March 2020. There were restrictions ofvarying extent across larger part of the world. All societies industries and businessesare impacted on account of physical and business crisis and the Company is no exception.
The spread of COVID-19 was equally intense in other countries of Company's operations.There had been lockdowns in overseas Units of the Company. However the lockdown period ofoverseas units was not as severe and the Company after obtaining requisite approval fromrespective authorities resumed partial production subject to limitations on number ofworkers timings and other safety requirements.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of Directors has adopted a policy on Internal Financial Controls to ensureorderly and efficient conduct of the business of the Company including the Company'spolicies. The said Policy is adequate and is operating effectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:
During the year under review there have not been any significant and material orderspassed by the Regulators/Courts/ Tribunals which will impact the going concern status andoperations of the Company in future.
Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied.
The Directors express their appreciation to all employees of the various divisions fortheir diligence and contribution to performance. The Directors also record theirappreciation for the support and co-operation received from Banks Financial InstitutionsGovernment Departments and all other stakeholders. Last but not the least the Directorswish to thank all shareholders for their continued support.
| || |
FOR AND ON BEHALF OF THE BOARD
| ||ANIL JAIN ||BHARAT VAGERIA |
| ||MANAGING DIRECTOR ||DIRECTOR- FINANCE |
| ||DIN-00183364 ||DIN- 00183629 |
|Date: June 29 2020 || || |
|Place: Mumbai || || |