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.
(Rs in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||2019 ||2018 ||2019 ||2018 |
|i. Revenue from Operations ||21900.73 ||19200.32 ||22615.80 ||19265.64 |
|ii. Profit before Interest Depreciation & Tax ||2543.79 ||2434.43 ||2602.24 ||2417.63 |
|iii. Interest & Finance Cost ||596.08 ||444.37 ||636.49 ||450.93 |
|iv. Depreciation ||375.32 ||317.94 ||388.98 ||321.19 |
|v. Profit Before Tax ||1572.39 ||1672.12 ||1576.77 ||1645.51 |
|vi. Tax Expenses ||(433.98) ||(429.41) ||(433.98) ||(429.41) |
|vii. Other Comprehensive Income/(Exp) ||(0.66) ||(4.34) ||(0.66) ||(4.34) |
|viii. Profit After Tax ||1137.75 ||1238.37 ||1142.13 ||1211.76 |
STATE OF COMPANY'S AFFAIR CONSOLIDATED
Net Revenue from operations for the consolidated entity increased to Rs 22615.80 Lakhsas against Rs 19265.64 Lakhs in the previous year registered growth of 17.39%. The NetProfit stood at Rs 1142.13 Lakhs as compared to the previous year Rs 1211.76Lakhs showing decrease of 5.75%.
Net Revenue from operations for the standalone entity increased to Rs 21900.73 Lakhsas against Rs 19200.32 Lakhs in the previous year registered a growth of 14.06%. The NetProfit stood at Rs 1137.75 Lakhs as compared to the previous year Rs 1238.37Lakhs showing decrease of 8.12%.
Your Directors are pleased to recommend 35 % Dividend (being Rs 3.50 per share)(Previous Year: 35% - final) on 7800300 Equity Shares of Rs 10/- each subject to theapproval of the Shareholders and this will absorb about Rs 328.59 Lakhs (Previous Year Rs328.59 Lakhs) including dividend tax and surcharge thereon.
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.
The paid up Equity Share Capital as at 31st March 2019 was Rs 7.80 Crorescomprising of 7800300 Equity Shares of Rs 10/- each. There was no further issue duringthe 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 subsidiary (i.e. Ecotech GreenLifecycle Limited) 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'sSubsidiary in Form AOC-1 is given in this Annual Report. Further in accordance withSection 136 of the Companies Act 2013 the financial statements of the subsidiary isavailable for inspection by the members at the corporate office of the Company duringnormal business hours on all the working 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 to its Annual Report the Annual Report of the SubsidiaryCompany. The Company shall provide the copy of the financial statement of its SubsidiaryCompany to the shareholders upon their request. The Company's policy on materialsubsidiaries as amended from time to time approved by the Board is uploaded on theCompany's website at the link: https://www.tplplastech.in/investor-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 were 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. All transactionswith related parties were reviewed and approved by the Audit Committee. Prior omnibusapprovals are granted by the Audit Committee for related party transactions which are ofrepetitive nature entered in the ordinary course of business and are on arm's lengthbasis in accordance with the provisions of the Act read with the Rules issued thereunderand the Listing Regulations.
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. The FormAOC-2 pursuant to section 134 (3) (h) of the Companies Act read with Rule 8(2) of theCompanies(Accounts) Rules 2014 is set out as Annexure E' to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Mangesh Sarfare (DIN 07793543) Whole Time Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re- appointment.
Mr. Sanjaya Kulkarni (DIN 00102575) and Mr. M. K. Wadhwa (DIN 00064148) were appointedas Independent Directors on the Board of the Company pursuant to the provisions ofSections 149 152 and other applicable provisions of the Companies Act 2013 ("theAct") read with the Companies (Appointment and Qualification of Directors) Rules2014 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges. Theyhold office as an Independent Directors of the Company upto September 28 2019("first term" in line with the explanation to Sections 149(10) and 149(11) ofthe Act).
The Board has approved the re-appointment of Mr. Sanjaya Kulkarni (DIN 00102575) andMr. M. K. Wadhwa (DIN 00064148) as Independent Directors of the Company for a second termof 5 (five) consecutive years on the recommendation of the Nomination and RemunerationCommittee subject to approval of Members 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.tplplastech.in The details ofFamiliarization Programme imparted to the Directors are given in Corporate GovernanceSection of this Annual Report.
During the year under review Mr. Manoj Kumar Mewara ceased to be Company Secretaryw.e.f. 23rd November 2018 and Mr. Hemant Soni has been appointed as a CompanySecretary w.e.f. 12th February 2019.
During the year under review Mr. Murarilal Jangid ceased to be Chief Financial Officerw.e.f. 12th February 2019 and Mr. Pawan Agrawal has been appointed as a ChiefFinancial Officer w.e.f. 12th February 2019 Apart from the above no otherDirector or KMP were appointed or resigned during FY 2018-19.
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.
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.
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 Policy is available on the website of the Companywww.tplplastech.in.
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and individual Directors pursuant to the requirements of the Act and theListing Regulations. Further the Independent Directors at their exclusive meeting heldduring the year reviewed the performance of the Board its Chairman and Non-ExecutiveDirectors and other items as stipulated under the Listing Regulations.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board with the Company.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met four (4) times during the previous financialyear on 22nd May 2018 1st August 2018 10th November2018 and 12th 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.
M/s. Raman S. Shah & Associates Chartered Accountants Mumbai (Firm RegistrationNo. 119891W) have been appointed as the Statutory Auditor of the Company for the periodof five years upto the Conclusion of the AGM to be held for year 2021-2022 subject toratification by members at every Annual General Meeting of the Company. Pursuant to therecent amendment to Section 139 of the Act effective from May 7 2018 ratification byShareholders every year for the appointment of the Statutory Auditors is no longerrequired and accordingly the Notice of ensuing Annual General Meeting does not include theproposal for seeking Shareholders approval for ratification of Statutory Auditorsappointment. M/s. Raman S. Shah & Associates have furnished a certificate of theireligibility and consent under Section 139 and 141 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of theCompany for the FY 2019-20. In terms of the Listing Regulations the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.
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 in prescribed Form No. MR- 3 is annexed hereto asAnnexure B'. The said Report does not contain any qualification reservation oradverse 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 asAnnexure A' to 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
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 F' and forms part of this Report.
LOANS GUARANTEES & INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
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 and assuch no amount on account of principal or interest on deposits was outstanding as on thedate of the Balance Sheet.
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 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.
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 WHICHHAS 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) ofAct and Rules framed thereunder.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has in place a well defined organizational structure and adequate internalcontrols for efficient operations which is cognizant of applicable laws and regulationsparticularly those related to protection of intellectual property resources and assetsand the accurate reporting of financial transactions in the financial statements. Thecompany continually upgrades these systems.
The internal control system is supplemented by extensive internal audits conducted byindependent firms of chartered accountants.
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.
The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.
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 For TPL PLASTECH LIMITED
| ||M. K. Wadhwa ||Mangesh Sarfare |
|Date: 24th May 2019 ||Director ||Whole Time Director |
|Place: Mumbai ||DIN: 00064148 ||DIN: 07793543 |