On behalf of the Board of Directors it is my pleasure to present the 36thAnnual Report of TPI INDIA LIMITED together with the Audited Statement of Accounts for theyear ended March 312018.
Highlights of Financial Performance (Standalone)
The Company has recorded the following financial performance for the year ended March31 2018:
| || ||Amount in Lacs |
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Total Income ||2759.64 ||4062.00 |
|Total Expenditure ||3024.72 ||4539.83 |
|Profit / (loss) Before Interest Depreciation & Tax (EBITDA) ||(265.08) ||(477.83) |
|Less: Finance Charges ||100.32 ||103.19 |
|Depreciation ||71.71 ||40.36 |
|Profit / (Loss) before Exceptional Item and Tax ||(437.11) ||(621.38) |
|Add : Exceptional Item ||0.00 ||184.90 |
|Profit/(Loss) before Tax ||(437.11) ||(436.48) |
|Provision for Tax ||0.00 ||0.00 |
|Profit/(Loss) after Tax ||(437.11) ||(436.48) |
Indian Accounting Standards (Ind AS):
The Ministry of Corporate Affairs (MCA) vide its notification dated 16thFebruary 2015 notified the Indian Accounting Standards (Ind AS) applicable to certainclasses of companies. Ind AS has replaced the existing Indian GAAP prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014.
Being applicable the Company has adopted Ind AS from April 1 2017 and accordinglythe transition was carried out from the Accounting Principles generally accepted in Indiaas specified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 (previous GAAP) to Ind AS 101 "Firsttime adoption ofIndian Accounting Standards".
The impact of transition has been recorded in opening reserves as at April 12016 andthe periods presented have been restated / reclassified. The reconci Nation anddescriptions of the effect of the transition from Indian GAAP to Ind AS have been providedin Note 3435 & 36 of the notes forming part of separate financial statements.
Summary of Operations
During the year under review the Company's total income has decreased to is Rs. 2759.64lacs as against previous year Rs. 4062.00 the same is on account of low capacityutilisation. Therefore the company has posted net loss of Rs. 437.11 Lacs as againstprevious year loss of Rs. 436.48 Further there is no change among the business of theCompany^
State of Affairs
The Company is engaged in the business of Polymer Based Packaging Product. There hasbeen no change in the business of the Company during thefinancial year ended 31st March2018.
Considering the accumulated losses and loss of the current year along with the capitalrequirement for ongoing business activity your Board of Directors has not recommended anydividend.
The dividend payout for the year under review is in accordance with the Company'spolicy to pay sustainable dividend linked to longterm growth objectives of the Company tobe met by internal cash accruals.
In view of the above losses during the year under review the Board of Directors ofyour Company does not propose to carry any amount to reserve.
Sick Industrial Company
As members are aware that Company has been declared sick industrial company undersection 3(l) of Sick Industrial Companies (Special Provision) Act 1985 at hearing held on12th December 2005 and IDBI was appointed as operating agency.
At the hearing held on 1st December 2010 BIFR has approved rehabilitationscheme. Since BIFR is abolished the company is in the process of filing revivalapplication with appropriate authority.
However recently Insolvency and Bankruptcy code was come into force and as perInsolvency and Bankruptcy code (Removal of Difficulties) Order 2017 any scheme sanctionedunder section 18 (12) (4) of Sick Industrial Companies (Special Provision) Act 1985 shallbe deemed to be an approved resolution plan under sub-section
(1) of Section 31 of Insolvency and Bankruptcy Code 2016 and the same shall be dealtwith in accordance with the provisions of part II of said code. Therefore Company ismaking application and presentation to all the relevant authority to continue with thescheme which was sanctioned by BIFR.
There is no change i n the share capital of the Company du ri ng the year.
Directors and Key Managerial Personnel
Mr. Bharat Parekh Managing Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment. Pursuant to therecommendation of Nomination and Remuneration Committee the Board of Directors of theCompany in their meeting held on14th August 2018.
Besides above during the year Mr. RavindraCShukla appointed as Director with effectfrom 14th August 2017.
A separate meeting of Independent Director was held for the purpose of evolution ofperformance of non- independent directors performance of board as a whole and of thechairman talking into account the views of the executive and non executive directors.
Statement on Declaration Given By Independent Directors Under Sub-Section (6) ofSection 149:-
The company has received a declaration subject to Section 149 (7) of the Companies Act2013 from all the
Independent Director confirming that they meet the criteria of Independent as providedin Section 149 (6) of the Companies Act 2013 and Regulation 16 (b) of the ListingRegulations.
Particulars of Employees
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the details required therein forms part of this report. Having regard to theprovisions of Section 136(1) read with the its relevant provision of the Companies Act2013 the Annual Report excluding the aforesaid information is being sent to the membersof the Company. The said information is available for inspection at the Registered officeof the Company during working hours and any member interested in obtaining suchinformation may write to the Company and the same will be furnished without any fee andfree of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided on request.
Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 4 Board Meetings and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013. The board ofdirector meet on 30th May 201714th August 201713thNovember 2017 and 14th February 2018.
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company has constituted an AuditCommittee comprising of the following Directors viz. Mr. Ishan Selarka (Chairman) Mrs.Darshna Parekh and Mr. Akshay Bhatt. Audit Committee acts in accordance with the terms ofreference specified from ti me to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year ended March 312018 four (4) Audit Committee meetings were held on May30 2017 August 142017 November 132017 and February 142018.
Nomination and remuneration Committee
In accordance with the provisions of Section 178(1) of the Companies Act 2013 andregulation 19 of SEBI (LODR) Regulations 2015 the Company has constituted a Nominationand Remuneration Committee comprising of the following Directors viz. Mr. Ishan Selarka(Chairman) Mrs. Darshna Parekh and Mr. Akshay Bhatt. Nomination and RemunerationCommittee acts in accordance with the terms of reference specified from ti me to ti me bythe Board.
During the year ended March 31 2018 Two (2) Nomination and Remuneration Committeemeetings were held on August 142017 and February 142018.
Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies Act 2013 andregulation 20 of SEBI (LODR) Regulations 2015 the Company has constituted a StakeholdersRelationship Committee comprising of the following Directors viz. Mr. Ishan Selarka(Chairman) Mrs. Darshna Parekh and Mr. Akshay Bhatt. Stakeholders Relationship Committeeacts in accordance with the terms of reference specified from time to time by the Board.
No Stakeholders Relationship Committee meeting was held during the Year 2017-18.
Details of Subsidiaries Joint Ventures or Associate Companies
The Company does not have any Subsidiary Joint Venture or Associate Company.
M/s V. R. Renuka & Co Chartered Accountants Mumbai were appointed as StatutoryAuditor of the Company to hold office for upto financial year 2019-20 subject toractification of their appointment the members are requested to ractify their appointment.The Audit Committee and Board of Directors have recommended ractification of theirappointment as Statutory Auditor.
Notes to Accounts and Auditors remarks in their report are self-explanatory and do notcall for any further comments.
During the year the statutory auditor had not reported any matter under Section 143(12) of the Companies Act 2013 therefore no details is required to be disclosed underSection 134 (3) (ca) of the Companies Act 2013.
Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company's packing andits al I ied business for the FY 2018-19.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Ms. NamrataVyasPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure III to this report. The reportis self-explanatory and do not call for any further comments.
However there are few adverse remarks in the report management explanation is as under
1. The Company has not appointed Chief Financial Officer as per section 203 of the Act.
The Company is looking after for a suitable person to be appointed as Chief FinancialOfficer however company is appoint the same on urgent basis.
2. The Company has not appointed Internal Auditor as per section 138 of the Act.
The Company will looking after for a suitable person to be appointed as InternalAuditor however company will appoint the same on urgent basis.
Risk Management policy
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enlarging shareholders value and providing an optimum risk reward trade off. Therisk management approach is based on a clear understanding of the risks that theorganization faces disciplined risk monitoring and laid down procedure to inform theBoard about risk assessment & minimization procedure. The risk management approach isbased on a clear understanding of the variety of risks that the organization facesdisciplined risk monitoring and measurement and continuous risk management and mitigationmeasures.
Internal Financial Control
The Company has in place adequate internal financial control with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was noticed.
Extract of Annual Return
The extract of Annual Return in Form No.MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 312018 is annexed and forms partof this report.
Particulars of loans guarantees or investments under section 186
The particulars of loans guarantees and investments give/made during the financialyear under review and governed by the provisions of Section 186 of the Companies Act 2013have been disclosed in the financial statements.
Related Party Transactions
All related party transactions that were entered into during the financial year ended31st March 2018 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted.
Also there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosure in Form AOC-2 is not required. However the disclosure of transactions withrelated party for the year as per Accounting Standard-18 Related Party Disclosures isgiven in Note no 44 to the Balance Sheet as on 31st March 2018.
Conservation of Energy and Technology Absorption
The information pertaining to conservation of energy and technology absorption asrequired under Section 134
(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is furnished in Annexure and is attached to this report.
Foreign Exchange Earnings and Outgo
The company had neither consumed nor earned any foreign exchange during the year ended31 st March 2018. Dematerialization of Shares
With reference to the BSE notice no. 20170410-18 dated 10th April 2017suspension in trading of equity shares of the company has been revoked w.e.f. 18thApril 2017. The same notice also mandates the company for the entire holding to be lockedin upto 3151 December 2017.
Currently after the lock in period has been completed the company has finished theprocess of dematerialization of 96% of the entire promoter holding. The balance 4% holdingis currently with the deceased promoters. The living promoters are in process of filing asuccession certificate for the deceased promoters to get the shares transferred andpursuant to that get the shareholding dematerialized.
The Company had accepted unsecured loan to meet the working capital requirement of theCompany from the friends and relatives of the Promoter. The acceptance of said unsecuredloan has resulted into non-compliance with section 73 of the Companies Act 2013. Theinterest is timely paid on these unsecured Loans and such loan has no specific maturitydate as such. The business circumstances have forced the Company to avail unsecured loan.The Management is of the opinion that considering the Company being under BIFR purviewthe consequences associated with contravention of section 73 of the Companies Act 2013will be diluted.
During the year under review the Paid Up Capital and Net Worth of the Company wereless than 10 crores and 25 crores respectively as on 31st March 2018therefore Corporate Governance provisions as specified in Regulations 17181920 212223242526 27 and clause (b)to(i) of sub regulation (2) of regulation 46 and para C D andE of the Schedule Vof SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 is not applicable to the Company.
Whenever this regulation becomes applicable to the Company at a later date we willcomply with requirements those regulations within six months from the date on which theprovisions became appl icable to our Company.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
Significant and Material Orders Passed by Regulators Courts and Tribunals
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
Corporate Social Responsibility (CSR)
CSR provisions are not applicable for the Company.
Safe & Conducive Workplace
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review there were no cases filed pursuant to the SexualHarassment of 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. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
2. The Company has no subsidiary and neither the Managing Director nor the Whole-timeDirectors of the Company receive any remuneration or commission from any of itssubsidiaries.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.
2. The have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company and of the loss of the Company for the year endedon that date.
3. The have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
4. The have prepared the annual accounts on a 'going concern' basis.
5. The have laid down internal finance control to be followed by the Company and suchinternal finance control are adequate and operating effectively;
6. The have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system are adequate and operating effectively.
The Board of Directors would like to express their sincerer appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.
| ||For and on behalf of the Board |
| ||Bharat Parekh |
|Date: 14/08/2018 ||Managing Director |
|Place: Mumbai ||DIN : 02650644 |