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TPL Plastech Ltd.

BSE: 526582 Sector: Industrials
NSE: TPLPLASTEH ISIN Code: INE413G01014
BSE 00:00 | 04 Oct 172.15 0.30
(0.17%)
OPEN

184.50

HIGH

184.50

LOW

156.60

NSE 00:00 | 04 Oct 172.70 3.35
(1.98%)
OPEN

173.95

HIGH

173.95

LOW

169.35

OPEN 184.50
PREVIOUS CLOSE 171.85
VOLUME 3235
52-Week high 206.00
52-Week low 105.30
P/E 19.79
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 184.50
CLOSE 171.85
VOLUME 3235
52-Week high 206.00
52-Week low 105.30
P/E 19.79
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

TPL Plastech Ltd. (TPLPLASTEH) - Director Report

Company director report

Dear Members

Your Directors present the 28th Annual Report along with the AuditedFinancial Statements for the financial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year ended 31st March 2021 ona standalone and consolidated basis is summarized below:

(Rs. in Lakhs)

Standalone Consolidated
Particulars 2021 2020 2021 2020
Revenue from Operations 16705.99 20927.08 17048.35 21625.40
Profit before Interest Depreciation & Tax 2008.07 2389.14 2028.67 2439.25
Interest & Finance Cost 535.38 561.11 543.94 583.88
Depreciation 359.82 354.08 372.61 367.68
Profit Before Tax 1112.87 1473.95 1112.12 1487.69
Tax Expenses (311.60) (412.71) (311.60) (412.71)
Other Comprehensive Income/(Exp) 9.93 - 9.93 -
Profit After Tax 811.20 1061.24 810.45 1074.99

PERFORMANCE

The outbreak of corona virus (COVID-19) pandemic globally and in India causedsignificant disturbance and slowdown of economic activity impacting the Company'soperations and revenues. Net Revenue from operations for the consolidated entity decreasedto Rs. 17048.35 Lakhs as against Rs. 21625.40 Lakhs in the previous year. The Net Profitstood at Rs. 810.45 Lakhs as compared to the previous year Rs. 1074.99 Lakhs. Net Revenuefrom operations for the standalone entity decreased to Rs. 16705.99 Lakhs as against Rs.20927.08 Lakhs in the previous year. The Net Profit stood at Rs. 811.20 Lakhs as comparedto the previous year Rs. 1061.24 Lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 3.50/- (Rupees Three andPaise Fifty only) per equity share (35%) having face value of Rs. 10/- each for the yearended 31st March 2021. The said dividend payout will absorb an amount of Rs.273.01 Lakhs.

TRANSFER TO RESERVES

Your Directors have decided to transfer Rs. 80.12 Lakhs to General Reserve as at 31stMarch. 2021.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2021 isRs. 78003000 comprising of 7800300 Equity Shares of Rs. 10/- each. During the yearunder review your Company has neither issued any shares with differential voting rightsnor has granted any stock options or sweat equity.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures if any.

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.

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 of the Company at its meeting held on 11th February2020 approved the amalgamation of Ecotech Green Lifecycle Limited with the Company by wayof a Scheme of Amalgamation ('Scheme') under Sec. 230-232 of the Companies Act 2013.

Pursuant to the orders of the Hon'ble National Company Law Tribunal ('NCLT') AhmedabadBench separate meetings of the equity shareholders secured creditors and unsecuredcreditors of the Company were convened and held on Saturday 6th February 2021 toconsider and approve the Scheme. The Scheme was duly approved by the shareholders andcreditors by requisite majority at the said meetings.

Pursuant to the shareholders' approval the Company filed the "Company SchemePetition" with the NCLT Ahmedabad Bench with the prayer that the Scheme ofAmalgamation of Ecotech Green Lifecycle Limited with TPL Plastech Limited be sanctionedwith effect from the Appointed Date as defined in the Scheme and be binding on thePetitioner Company and all its shareholders creditors stakeholders and all concernedpersons. The Scheme will be implemented once sanctioned by the NCLT.

The Hon'ble National Company Law Tribunal (NCLT) Ahmedabad Bench vide its Order dated2nd June 2021 granted approval for the Scheme of Amalgamation of Ecotech Green LifecycleLimited ("the Transferor Company") with TPL Plastech Limited ("theTransferee Company') and their respective shareholders ("Scheme") underSections 230 to 232 of Companies Act 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered into during the Financial Year underreview were on an arm's length basis and in the ordinary course of business and are incompliance with the applicable provisions of the Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company during theyear that required shareholders' approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature or when the need for these transactions cannot be foreseenin advance.

Details of transactions with Related Parties as required under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in 'Annexure -A' in Form AOC - 2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. ThePolicy as approved by the Board is available at www.tplplastech.in.

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 Mr. Anil Jain (DIN: 00183364) Non-ExecutiveDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for re-appointment. The Board recommends hisre-appointment for your approval.

The above re-appointment forms part of the Notice of the 28th Annual GeneralMeeting and the respective Resolution is recommended for your approval.

The brief profile of Director seeking re-appointment 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 theAnnual General Meeting.

The Board on the recommendation of Nomination and Remuneration Committee has consideredand approved appointment of Mr. Akshay Chandan as Chief Executive Officer (CEO) of theCompany for a further period of one year w.e.f. 1st August 2021.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors ofthe Company confirming that they meet the criteria of independence laid down in Section149(6) of the Companies Act 2013 and SEBI Listing Regulations 2015 and the same has beennoted by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for appointment & remuneration of Directors andKey Managerial Personnel encompassing the criteria for determining qualificationspositive attributes independence of a director and other matters provided under Section178(3) of the Act and Part D of Schedule II of the Listing Regulations. The above policyalong with the criteria for selection is available on the Company's website atwww.tplplastech.in.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015 theBoard of Directors has undertaken an annual evaluation of its own performance its variousCommittees and individual directors. The manner in which the performance evaluation hasbeen carried out has been given in detail in the Corporate Governance Report annexed tothis Report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met four (4) times during the previous financialyear on 26th June 2020 27th August 2020 7th November2020 and 10th February 2021. 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

STATUTORY AUDITOR

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 the financial year 2021-2022subject to ratification by members at every Annual General Meeting of the Company.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 StatutoryAuditors appointment. M/s. Raman S. Shah & Associates have furnished a certificate oftheir eligibility and consent under Section 139 and 141 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditorsof the Company for the FY 2021 - 22. In terms of the Listing Regulations the Auditorshave confirmed that they hold a valid certificate issued by the Peer Review Board of theICAI.

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 Companyhad appointed M/s. Arun Dash & Associates Practicing Company Secretaries (MembershipNo. F9765 & C P No. 9309) to conduct Secretarial Audit for the financial year 2020 -21.

The Report of the Secretarial Auditor in prescribed Form No. MR - 3 is annexed heretoas 'Annexure - B'. The said Report does not contain any qualification reservation oradverse remark.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March2021 in form MGT 7 as required under Sec. 92(3) of the Companies Act 2013 is available onthe Company's website and can be accessed at www.tplplastech.in.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act 2013 rules madethereunder and Regulation 18 of the SEBI Listing Regulations 2015 the Company hasconstituted the Audit Committee.

As on 31st March 2021 the composition of the Audit Committee is as under:

1) Mr. Sanjaya Kulkarni Chairman and Non-Executive Independent Director

2) Mr. M. K. Wadhwa Member and Non-Executive Independent Director

3) Mr. Deepak Bakhshi Member and Non-Executive Independent Director

4) Mr. Mangesh Sarfare Member and Non-Executive Non-Independent Director

All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during FY 2020-21. CORPORATE SOCIAL RESPONSIBILITY

In line with Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 the Company has constituted a CSR Committee andadopted a CSR Policy based on the recommendation of the CSR Committee. The CSR Policy ofthe Company is available on the Company website at www.tpl.plastech.in.

The CSR projects of the Company are mainly focused in the areas of promotion ofeducation & skill development social welfare & rural development and providingdrinking water sanitation facilities hygiene and preservation of environment.

CSR Report detailing the activities undertaken by the Company during year is annexed tothis Report as 'Annexure - C'

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 Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed as 'Annexure - D' and forms part of thisReport.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report as 'Annexure - E'.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report. In terms ofSection 136 of the Companies Act 2013 the Report and Accounts are being sent to theMembers and others entitled thereto excluding the aforesaid information which isavailable for inspection by the Members at the Corporate Office of the Company duringbusiness hours on working days of the Company and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF 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.

PUBLIC DEPOSITS

The Company did not invite or accept deposits covered under Chapter V of the CompaniesAct 2013 and there are no deposits outstanding with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations performance and future outlook of the Company and itsbusinesses are given in the Management Discussion and Analysis Report and forms part ofthis Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance and the Certificate of the Auditors of the Companyregarding compliance of the conditions of Corporate Governance as stipulated in Para C ofSchedule V of the Listing Regulations 2015 are enclosed as a separate section and formspart of this Report. A declaration signed by the CFO/CEO in regard to compliance with theCode of Conduct by the members of the Board and Senior Management Personnel also formspart of this Report.

VIGIL MECHANISM/WHISTLE BLOWER'S POLICY

Your Company has over the years established a reputation for conducting business withintegrity and displays zero tolerance for any unethical behavior. The Company has in placea whistle-blower Policy with a view to provide a mechanism for its directors/employees toapproach the Chairman of the Audit Committee in case of any grievances or concern. TheAudit Committee of the Board oversees the functioning of this policy. Protecteddisclosures can be made by a whistleblower through several channels to report actual orsuspected frauds and violation of Company's Code of Conduct and/or Ethics Policy. Thewhistle-blower Policy can be accessed on the Company's website at www.tpl.plastech.in.

During the year the Company has not received any complaint under Vigil Mechanism/Whistle Blower.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is an equal opportunity provider and continuously strives to build a workculture which promotes the respect and dignity of all employees across the organization.In order to provide women employees a safe working environment at workplace and also incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder the Company hasformulated a well-defined policy on prevention prohibition and redressal of complaintsrelating to sexual harassment of women at workplace.

All women who are associated with the Company either as permanent employees ortemporary employees or contractual persons including service providers at Company sitesare covered under the above policy. The said policy has been uploaded on the website ofCompany for information of all employees. Your Company has zero tolerance sexualharassment policy at workplace. As per the requirements of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 ('Act') and Rules madethereunder the Company has constituted Internal Complaints Committees (ICC). The Companyconducts awareness programs at its units to sensitise the employees to uphold the dignityof their female colleagues at workplace. During the year the Company has not received anycomplaint under POSH Regulations.

RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee which has been entrusted withthe responsibility to assist the Board in approving the Company's Risk ManagementFramework and Overseeing all the risks that the organization faces such as strategicfinancial liquidity security regulatory legal reputational and other risks that havebeen identified and assessed to ensure that there is a sound Risk Management Policy inplace to address such concerns/risks. The Risk Management process covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlight risksassociated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.

COVID - 19 AND ITS IMPACT

Financial Year 2020 - 21 has been a challenging year for each one of us. The COVID-19pandemic has had a deep impact on individuals societies and the business. Challengesposed due to restrictions imposed disrupted operations during the pandemic. During theseunprecedented times every member of TPL displayed exemplary levels of commitment despitethe challenges posed by the pandemic in ensuring continuity of operations given that theCompany's products form a key part of the supply chain for Essential Commodities acrossfood healthcare and pharma segments.

Despite our best efforts we lost few fellow colleagues to the COVID-19 pandemic. Ourthoughts go out to their families and to all those whose lives have been impacted. Thepandemic has tested us in many unprecedented forms. This has not only tested theresilience of our business agility of our operations and character of our Team TPL.

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.

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 to the Board as requiredunder Section 143(12) of the Act and the rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors have laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.

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.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.

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 Board wishes to place on record its gratitude for the assistance and co-operationreceived from Banks Government Authorities Customers Vendors and all its shareholdersfor the trust and confidence reposed in the Company. The Board further wishes to recordits sincere appreciation for the significant contributions made by employees at all levelsfor their commitment dedication and contribution towards the operations of the Company.

For and on behalf of the Board For TPL Plastech Limited
M. K. Wadhwa Mangesh Sarfare
Date: 26th May 2021 Director Director
Place: Mumbai DIN:00064148 DIN:07793543

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