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Time Technoplast Ltd.

BSE: 532856 Sector: Industrials
NSE: TIMETECHNO ISIN Code: INE508G01029
BSE 00:00 | 20 Feb 52.05 1.20
(2.36%)
OPEN

52.90

HIGH

53.35

LOW

51.05

NSE 00:00 | 20 Feb 52.05 1.15
(2.26%)
OPEN

51.05

HIGH

53.25

LOW

51.05

OPEN 52.90
PREVIOUS CLOSE 50.85
VOLUME 7394
52-Week high 108.60
52-Week low 42.40
P/E 9.29
Mkt Cap.(Rs cr) 1,177
Buy Price 51.10
Buy Qty 50.00
Sell Price 55.00
Sell Qty 251.00
OPEN 52.90
CLOSE 50.85
VOLUME 7394
52-Week high 108.60
52-Week low 42.40
P/E 9.29
Mkt Cap.(Rs cr) 1,177
Buy Price 51.10
Buy Qty 50.00
Sell Price 55.00
Sell Qty 251.00

Time Technoplast Ltd. (TIMETECHNO) - Director Report

Company director report

To

The Members

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 2019.

FINANCIAL RESULTS:

(र in Mn.)
Particulars Standalone Consolidated
2019 2018 2019 2018
i. Revenue from Operations 21166.36 18076.88 35637.37 31027.42
ii. Profit before Interest Depreciation & Tax 3225.20 2930.00 5267.25 4752.21
iii. Interest & Finance Cost 595.68 542.22 986.48 875.38
iv. Depreciation 900.96 851.96 1461.46 1372.48
v. Profit before Tax 1728.56 1535.82 2819.31 2504.35
vi. Tax Expenses 466.26 402.90 734.18 651.59
vii. Profit for the Year 1262.30 1132.92 2085.13 1852.76

STATE OF COMPANY'S AFFAIRS:

Consolidated

Net Revenue from operations for the consolidated entity increased to र 35637.37 Mn.as against र 31027.42 Mn. in the previous year registered growth of 14.85% .The NetProfit stood at र 2085.13 Mn. as compared to the previous year र 1852.76 Mn. showing anincrease of 12.54%

Standalone:

Net Revenue from operations for the standalone entity increased to र 21166.36 Mn. asagainst र 18076.88 Mn. in the previous year registered a growth of 17.10%. The NetProfit stood at र 1262.30 Mn. as compared to the previous year र 1132.92 Mn. showingincrease of 11.42%.

Dividend:

Your Directors are pleased to recommend 90 % Dividend (being र 0.90 per share)(Previous Year: 80% - final) on 226146750 Equity Shares of र 1/- each subject to theapproval of the Shareholders and this will absorb about र 245.36 Mn (Previous Year र218.11 Mn) including dividend tax and surcharge thereon.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") the Dividend Distribution Policy dulyapproved by the Board has been put up on the website of the Companywww.timetechnoplast.com.

Transfer to Reserves:

The Board of Directors has decided to retain the entire amount of profits for FY2018-19 in the profit and loss account.

SHARE CAPITAL:

The paid up Equity Share Capital as at March 31 2019 was र 226146750 comprising of226146750 equity shares of र1/- each.

There was no further issue during the year.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

Pursuant to Section 129(3) of the Companies Act 2013 (the "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 Act the Company is exempted from attaching to itsAnnual Report the Annual Report of the Subsidiary Companies. The Company shall providethe copy of the financial statement of its subsidiary companies to the shareholders upontheir request.

The Company's policy on material subsidiaries as amended from time to time approvedby the Board is uploaded on the Company's website at the link:https://www.timetechnoplast.com/investor-center/shareholder-center/policies/.

RELATED PARTY TRANSACTIONS:

All related party transactions entered into during FY 2018-19 were on an arm's lengthbasis and in the ordinary course of business and in compliance with the applicableprovisions of the Companies Act 2013 (‘the Act') and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations'). Further there were no transactions with related partieswhich qualify as material transactions under the Listing Regulations. Thus a disclosure inForm AOC-2 in terms of Section 134 of the Act is not required. All transactions withrelated parties were reviewed and approved by the Audit Committee.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the Company's website at the link:https://www.timetechnoplast.com/pdf/shareholder-centre/policies/policy-on-related-party-transaction.pdf.

The details of the transactions with related parties are provided in the accompanyingfinancial statements.

DIRECTORS:

A) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Bharat Vageria (DIN: 00183629) Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re- appointment.

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:

Mr. K. N. Venkatasubramanian (DIN 00007392) Mr. Sanjaya Kulkarni (DIN 00102575) andMr. M. K. Wadhwa (DIN 00064148) were appointed as Independent Directors on the Board ofthe Company pursuant to the provisions of Sections 149 152 and other applicableprovisions of the Companies Act 2013 ("the Act") read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the erstwhile Clause 49 ofthe Listing Agreement with the stock exchanges. They hold office as Independent Directorsof the Company upto September 28 2019 ("first term" in line with theexplanation to Sections 149(10) and 149(11) of the Act).

The Board has approved the re-appointment of Mr. K. N. Venkatasubramanian (DIN00007392) Mr. Sanjaya Kulkarni (DIN 00102575) and Mr. M. K. Wadhwa (DIN 00064148) asIndependent Directors of the Company for a second term of 5 (five) consecutive years onthe recommendation of the Nomination and Remuneration Committee subject to approval ofMembers at the ensuing Annual General Meeting.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence specified in Section 149 (6) ofthe Companies Act 2013 and under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Terms and conditions of appointment of IndependentDirectors are placed on the website of the Company www.timetechnoplast.com.

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.

The details of Familiarization Programme imparted to the Directors are given inCorporate Governance Section of this Annual Report.

C) KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Niklank Jain ceased to be Company Secretary w.e.f. 24thNovember 2018 and Mr. Manoj Kumar Mewara has been appointed as Company Secretary w.e.f.24th November 2018.

D) COMMITTEES OF THE BOARD:

The Company has six Board Committees as on March 31 2019:

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

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 Company's webite: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 also reviewed the performance of non-independent Directors andthe Board as a whole in line with the Company's policy on Board Evaluation. The Board ofDirectors expressed their satisfaction with the evaluation process.

G) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the previous financialyear on 24th May 2018 02nd August 2018 14th November2018 and 14th February 2019. 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.

AUDITORS:

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 appointed as the Joint Statutory Auditors of theCompany for the period of five years upto the conclusion of the AGM to be held forfinancial year 2021-2022 subject to ratification by members at every Annual GeneralMeeting of the Company. Pursuant to the recent amendment to Section 139 of the Acteffective from May 7 2018 ratification by Shareholders every year for the appointment ofthe Statutory Auditors is no longer required and accordingly the Notice of ensuing AnnualGeneral Meeting does not include the proposal for seeking Shareholders approval forratification of Statutory Auditors appointment. M/s. Shah & Taparia and M/s. ShahKhandelwal Jain & Associates have furnished a certificate of their eligibility andconsent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules2014 for their continuance as the Auditors of the Company for the FY 2019-20. In terms ofthe Listing Regulations the Auditors have confirmed that they hold a valid certificateissued by the Peer 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 March 2019.

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 commencing from 1st April 2019 under section148 of the Companies Act 2013.

The Cost Auditors 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 is includedin the Notice convening the Annual General Meeting.

C) SECRETARIAL AUDITOR:

In accordance to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Arun Dash & Associates Practicing Company Secretaries (MembershipNo. F9765 & C P No. 9309) to conduct Secretarial Audit for the financial year 2018-19.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:

The extract of Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 (‘the Act') in prescribed Form MGT-9 is enclosed as Annexure A tothis 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 as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure D tothis report.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) & (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed 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 ESOP -2017. The said schemesare in compliance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time (SEBI Regulations). The detailsand disclosures with respect to ESOS/ ESPS as required under SEBI Regulations are providedon the website of the Company http://www.timetechnoplast.com.

LOANS GUARANTEES & INVESTMENTS:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

PUBLIC DEPOSITS:

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.

INDUSTRIAL RELATIONS:

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 website of the Company.

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 the Company in accordance to the Companies(Corporate Social Responsibility) Rules 2014 is annexed 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.

CORPORATE GOVERNANCE:

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.

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 Nil
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 have not been any material changes/commitments affecting the financial positionof the Company from the end of the financial year till the date of this Report.

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.

CAUTIONARY STATEMENT:

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.

ACKNOWLEDGEMENTS:

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
DATE: MAY 27 2019 MANAGING DIRECTOR DIRECTOR- FINANCE
PLACE: MUMBAI DIN-00183364 DIN- 00183629