The Directors have pleasure in presenting their 36thAnnual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2020.
1. FINANCIAL PERFORMANCE &OPERATIONS:
(Rs. In Lacs)
|Particulars ||31st March 2020 ||31st March 2019 |
|Turnover (including other income) ||3640.91 ||5739.70 |
|Profit before Depreciation & Interest ||166.56 ||154.38 |
|Less: || || |
|Depreciation ||27.37 ||39.78 |
|Interest ||57.41 ||82.33 |
|Profit/(Loss) before Tax ||81.78 ||426.12 |
|Less: || || |
|Provision for taxation ||17.76 ||124.65 |
|Profit/(Loss) for the year ended ||64.02 ||301.47 |
|Add: || || |
|Profit brought forward from the previous year ||-- ||-- |
|Available for appropriation || || |
|Appropriations: || || |
|Transfer to General Reserve ||-- ||-- |
|Transfer to Debenture Redemption Reserve ||-- ||-- |
|Dividend from Own shares ||-- ||-- |
|Transfer to Capital Reserve ||-- ||-- |
|Transfer to foreign Currency Translation Reserve ||-- ||-- |
|Adjustment to minority interest ||-- ||-- |
|Dividend (Proposed) Equity Shares ||-- ||-- |
|Tax on Dividend ||-- ||-- |
|Other adjustments ||-- ||-- |
|Balance carried to Balance Sheet ||64.02 ||301.47 |
Total income for the year has decreased from Rs. 5739.70 Lakhs (F.Y.2018-19) to Rs.3640.91 lakhs (F.Y.2019-20) and profit after tax has decreased from Rs. 301.47 Lakhs(F.Y.2018-19) toRs. 64.02 Lakhs (F.Y.2019-20).
The Board of Directors had not recommended any dividend for this year.
3. TRANSFER TO RESERVES:
As Company has transferred the profits generated during year 2018-19 to Reserves.
4. FIXED DEPOSIT:
The Company did not invite or accept deposit from public during the year under review.
5. PLASTICS INDUSTRY OUT LOOK AND OPPORTUNITIES:
Availability of raw materials supply as well as prices remain stable which lead tomanage the equation between production cost and profitability. There is increase incompetition due to new entrant in these over-crowded industries that leads to lower marginof our products. The company is taking all necessary steps to maintain the optimum levelof production and provide best service to customers. The company is looking for newmarkets where margin is high.
6. QUALITY MANAGEMENT:
The company is committed to supply products and services confirming to customers'requirements by involving employees vendors sub- contractors and customers to achieve itsvision of being a cost- efficient global suppliers of quality products.
7. PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 in respect to employeesof the Company will be provided on request.
During the financial year 2019-20 there has been no change in Board of Directors exceptMr. Pavan Singh Jaweri Potiwal (DIN:08082518) who retires by rotation and is eligible tobe re-appointed. The Board of Directors are as follows:
|Sr. No. Names of Directors ||Designation ||Category |
|1. J. K. Rajesh Singh ||Managing Director ||Executive |
|2. J P Pavan Singh ||Director ||Non-Executive |
|3. J K Karthik Singh ||Director ||Non-Executive |
|4. Sudhakar Matta ||Director (Independent Director) ||Independent Director |
|5. Beena C. Kandpal ||Director (Independent Director) ||Independent Director |
9. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met 4 times during the last financial year on thefollowing dates: 28thMay 2019 10th August 2019 13thNovember 2019 and 12th February 2020.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in section 149 (6) of the said Act.
12. MANAGERIAL REMUNERATION:
The Company haspaidManagerial Remuneration to Directors and Key Managerial Persons. TheBoard of Directors has framed a Remuneration Policy that assures the level and compositionof remuneration is reasonable and enough to attract retain and motivate Directors KeyManagerial Personnel and Senior Management to enhance the quality required to run theCompany successfully. All the Board Members and Senior Management personnel have affirmedtime to time implementation of the said Remuneration policy. The Managerial Remunerationwhich is paid to Directors and Key Managerial personal(s) are provided in Annexure B
MGT-9' provided with this Director's Report.
13. LOANS GUARANTEES AND INVESTMENTS IN ACCORDANCE WITH SECTION 186:
Loans guarantees and investments if any are covered under Section 186 of the CompaniesAct 2013 form part of the Notes to the financial statements provided in this AnnualReport.
14. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report. 15. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
16. DIRECTOR'S RESPONSIBILTY STATEMENTS:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(C) of the Companies Act2013:
a. That in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to materials departures if any;
b. That such accounting policies as mentioned in Notes of the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2020 and of the Profit of the Company for the yearended on that date.
c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;
d. That the annual financial statement has been prepared on-going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. that systems to ensure compliances with the provisions of all applicable laws werein place and were adequate and operating efficiency.
17. CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE 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 isgiven below:
A. Conservation of Energy:
Continues monitoring and awareness amongst employees has helped to avoid waste ofenergy. Adequate measures had helped in reducing the consumption of energy and overallelectricity bill. It is planned to extend the measures taken during the current year whichyielded satisfactory results to other areas/equipment/offices.
B. Technology Absorption:
Company has not incurred major expenditure on R&D activity during the year underreview; however the company is searching various technology and method which will help inreducing the consumption of energy increase in input/output ration produceinternationally acceptable quality products company have the ISO 9001:2000 Certificate.Information regarding technology imported during the last five years:
|a. Technology imported ||: No |
|b. Year of Import ||: No |
|c. Has technology been fully absorbed ||: N.A. |
|e. If not fully absorbed are as where this has not taken place reasons therefore and future plans of actions ||: N.A. |
C. Foreign Exchange:
The foreign exchange used and earned during the year:
|Particulars ||Current Period ||Previous Period |
|Foreign Exchange Earning ||-- ||-- |
|Foreign Exchange Outgo ||-- ||-- |
18. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED
Information about Related Party transactions if any are provided in the financialstatements.
1) STATUTORY AUDITOR: -
NSVR & Associates LLP Chartered Accountants Hyderabad (Firm Registration No.008801S/S200060) areStatutory Auditors of the Companywho shall hold office till theconclusion of the Annual General Meeting of the Company to be held for the F.Y. 2021-2022on a remuneration as may be determined by Board of Directors.
2). SECRETARIAL AUDITOR:
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s. K. V. Rao & Co Company SecretariesNaviMumbai on a remuneration as determined by Board of Directors to undertake the secretarialaudit of the Company. Secretarial audit report for the year 2019-20 issued by M/s. K. V.Rao & Co Company Secretaries Navi Mumbai in the prescribed form MR-3 is annexed tothis Report.
3). INTERNAL AUDITOR:
Company has appointed Mr. Sayed Shahnawaz Nazir as Internal Auditor for F.Y. 2019-20who conducts regular Internal Checks Audits and reports the Board of Directors of theCompany.
20. STATEMENT ON AUDITOR'S OBSERVATION:
The comment of the auditors in their reports is self-explanatory and need no furtherclarification and the existing Management are complyingthe laws at maximum which areapplicable to theCompany. The Existing management has appointed employee Company Secretaryto ensure the applicable laws are compiled hereafter. Due to shifting of Registered Officefrom one place to other few documents have been lost.
21. RISK MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
22. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith.
23. SUBSIDIARIES AND JOINT VENTURES
Company does not have any Subsidiaries and Joint Ventures.
24. WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to section 177(9) of the Companies Act 2013 andRegulation 22 of the SEBIListing Regulations 2015) the Board at its meeting amended the existing Whistle BlowerPolicy. The Whistle Blower Policy/Vigil mechanism provides a mechanism for thedirector/employee to report without fear of victimisation any unethical behavioursuspected or actual fraud violation of the Code of Conduct etc. which are detrimental tothe organisation's interest. The mechanism protects whistle blower from any kind ofdiscrimination harassment victimisation or any other unfair employment practice. TheCompany affirms that no employee has been denied access to the Audit Committee. Thedirectors in all cases andemployees in appropriate or exceptional cases will have directaccess to the Chairman of the Audit Committee.
25. INTERNAL COMPLAINT COMMITTEE (SEXUAL HARASSMENT)
As per section 4 of Sexual Harassment of Women at work place (Prevention Prohibitionand Redressal) Act 2013 during the relevant financial year Internal Complaint Committeeconstituted for the purpose of prevention and maintain the secure safe environment freefrom sexual harassment as per the Article 21 of the Constitution of India.There were nocomplaints received during the year 2019-20.
26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
The Equity Shares of the Company are listed on BSE Limited. The Company has paidListing fees up to the year 2019-20. 28. CORPORATE SOCIAL RESPONSIBILITY The provisions ofCorporate Social responsibility are not applicable to the Company.
29. CORPORATE GOVERNANCE
As per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not applicable to the Company.
Your Board of Directors thanks all its valued customers and various GovernmentsSemi-Government and Local Authorities Suppliers and other business associates. YourDirectors appreciate continued support from Banks and Financial Institutions and lookforward to their co-operation in the future. Your Directors place on record theirappreciation of the dedicated efforts put in by the employees at all levels and wishes tothank and shareholders and all other stakeholders for their unstinted support andco-operation.