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 31stMarch 2020.
| || || || || ||(Rs. in Lakhs) |
| ||Particulars || |
| || ||2020 ||2019 ||2020 ||2019 |
|i. ||Revenue from Operations ||20927.08 ||21900.73 ||21625.40 ||22615.80 |
|ii. ||Profit before Interest Depreciation & Tax ||2389.14 ||2543.79 ||2439.25 ||2602.24 |
|iii. ||Interest & Finance Cost ||561.11 ||596.08 ||583.88 ||636.49 |
|iv. ||Depreciation ||354.08 ||375.32 ||367.68 ||388.98 |
|v. ||Profit Before Tax ||1473.95 ||1572.39 ||1487.69 ||1576.77 |
|vi. ||Tax Expenses ||(412.71) ||(433.98) ||(412.71) ||(433.98) |
|vii. ||Other Comprehensive Income/(Exp) ||- ||(0.66) ||- ||(0.66) |
|viii. ||Profit After Tax ||1061.24 ||1137.75 ||1074.99 ||1142.13 |
STATE OF COMPANY'S AFFAIR CONSOLIDATED
Net Revenue from operations for the consolidated entity decreased to Rs. 21625.40Lakhs as against Rs. 22615.80 Lakhs in the previous year lower by 4.38%. The Net Profitstood at Rs. 1074.99 Lakhs as compared to the previous year Rs. 1142.13 Lakhs.
Net Revenue from operations for the standalone entity decreased to Rs. 20927.08 Lakhsas against Rs. 21900.73 Lakhs in the previous year lower by 4.45%. The Net Profit stoodat Rs. 1061.24 Lakhs as compared to the previous year Rs. 1137.75 Lakhs.
Your Directors are pleased to recommend 35% Final Dividend (being Rs. 3.50 per share)(Previous Year-35%) on 7800300 Equity Shares of Rs.10/- each subject to the approval ofShareholders. The Final Dividend entails cash outflow of Rs. 273.01 Lakhs.
TRANSFER TO RESERVES
The Board of Directors have decided to transfer Rs. 106.12 Lakhs to General Reserve forFinancial Year 2019-20.
The paid up Equity Share Capital of the Company as on 31st March 2020 wasRs. 78003000 comprising of 7800300 Equity Shares of Rs. 10/- each. During the yearunder review your Company has neither issued any shares nor has granted any stockoptions.
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 the Annual Report of the Subsidiary Company. The Company shallprovide the copy of the financial statement of its Subsidiary Company to the shareholdersupon their 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 www.tplplastech.in.
AMALGAMATION OF ECOTECH GREEN LIFECYLE LIMITED (WHOLLY OWNED SUBSIDIARY) WITH TPLPLASTECH LIMITED (HOLDING COMPANY)
The Board of Directors at their meeting held on 11th February 2020 havesubject to the approval of the Hon'ble National Company Law Tribunal [NCLT] AhmedabadBench Ahmedabad Stock Exchanges (BSE Limited and National Stock Exchange of IndiaLimited (NSE)) where the shares of the company are listed shareholders of both theCompanies and their lenders and creditors and other relevant regulatory authoritiesapproved the Scheme of Amalgamation of ECOTECH GREEN LIFECYCLE LIMITED) (The TransferorCompany) the wholly owned subsidiary of TPL PLASTECH LIMITED with TPL PLASTECH LIMITEDi.e. holding Company (The Transferee Company).
Due to COVID 19 pandemic issue the Company could not able to lodge the Scheme withNational Company Law Tribunal Ahmedabad Bench Ahmedabad and the same will be lodged withNCLT once the things are normalized and settled.
RELATED PARTY TRANSACTIONS
In line with the requirements of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has framed a Policy on MaterialRelated Party Transactions which is available on Company's website at www.tplplastech.in.
All the Related Party Transactions entered during the year under review were inordinary course of business and on arm's length basis. All the Related Party Transactionsare placed before Audit Committee for review and approval. Prior omnibus approvals aregranted by Audit Committee for Related Party Transactions which are of repetitive natureentered in the ordinary course of business and are on arm's length basis. Further therewere no transactions with related parties which qualify as material transactions under theListing Regulations.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 in the FormAOC-2 is annexed 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 theArticles of Association of the Company Mrs. Monika Srivastava (DIN: 02055547) Directorof the Company retires by rotation and being eligible she offers herself forre-appointment.
The above re-appointment forms part of the Notice of the 27th Annual GeneralMeeting and the respective Resolution is recommended for your approval.
The brief profile of Director seeking reappointment covering details of theirqualification and experience as required pursuant to the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and Secretarial Standards on General Meetingsissued by The Institute of Company Secretaries of India is annexed to the notice of thisAnnual General Meeting.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 amended. Theyhave also confirmed that they have registered their name in the data bank of IndependentDirectors maintained by the Indian Institute of Corporate Affairs Manesar.
COMMITTEES OF THE BOARD
The Company has six Board Committees as on 31st March 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
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 Board has on the recommendation of Nomination and Remuneration Committee hasformulated a policy relating to the remuneration of its Directors and Key ManagerialPersonnel and other employees as stipulated by Section 178(3) of the Act and Regulation19(4) of the Listing Regulations. In terms of proviso to Section 178(4) of the Act thepolicy has been hosted on the website of the Company at www.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 24th May 2019 10th August 2019 12th November2019 and 11th 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.
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 theamendment 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 2020-21. 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 read with 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 2019-20.The Report of the Secretarial Auditor in prescribed Form No. MR- 3 is annexed hereto as'Annexure B'. The said Report does not contain any qualification reservation or adverseremark.
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
Information pursuant to Section 197 of the Companies Act 2013 and Rule 5(1) & 5 (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 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 website of the Company at www.tplplastech.in.
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 at www.tplplastech.in.
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 WHICHHAS 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 which is detailed elsewhere in this Report.
COVID-19 AND ITS IMPACT
The country witnessed strict lockdown being implemented in March 2020 which impactedthe business operations of the Company to some extent in Fiscal 2020. After takingrequisite permissions from Government authorities and abiding by social distancing normsand taking maximum possible safety precautions the Company started resuming manufacturingoperations of essential products with available manpower at plants from end of April 2020in a phased manner.
By staying true to its purpose and its values the top-most priority for the Companywas to ensure the safety of its employees. The Company has taken several measures toensure their well-being including leveraging the power of technology to enable them towork from home.
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: 26th June 2020 ||Director ||Whole Time Director |
|Place: Mumbai ||DIN:00064148 ||DIN: 07793543 |