The Directors have pleasure in presenting their 35th Annual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2019.
1. FINANCIAL PERFORMANCE &OPERATIONS:
| || || |
(Rs. In Lacs)
|Particulars || |
31st March 2019
31st March 2018
|Turnover (including other income) || |
|Profit before Other Income Depreciation & Interest || |
|Less: || || |
|Depreciation || |
|Interest || |
|Profit/(Loss) before Tax || |
|Less: || || |
|Provision for taxation || |
|Profit/(Loss) for the year ended || |
|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 || |
Total income for the year has increased from Rs. 2461.72 Lakhs (F.Y.2017-18) to Rs.5739.21 Lakhs (F.Y.2018-19) and profit after tax has increased from Rs. (227.98) Lakhs(F.Y.2017-18) to Rs. 426.12 Lakhs (F.Y.2018-19).
The Board of Directors had not recommended any dividend for this year.
3. SHARE CAPITAL:
During the year 2018-19 the paid-up Equity Share Capital was raised from 4.73 Crores to6.93 Crores. Company has issued by virtue of issue of Equity Shares to individuals(Promoter group) and Body Corporate (Lender and nonpromoter) on preferential allotment /private placement basis. Further the Company has not issued any shares with differentialvoting rights nor granted stock options nor sweat equity During the fiscal year 2018-19.
4. TRANSFER TO RESERVES:
As Company has transferred the profits generated during year 2018-19 to Reserves.
5. FIXED DEPOSIT:
The Company did not invite or accept deposit from public during the year under review.
6. PLASTICS INDUSTRY OUT LOOK AND OPPORTUNITIES:
The year 2018-19 was a better year for the Company as compared to previous year due tostable market conditions. Availability of raw materials supply as well as prices remainstable which lead to manage the equation between production cost and profitability. Thereis increase in competition due to new entrant in these over-crowded industries that leadsto lower margin of our products the company is taking all necessary steps to maintain theoptimum level of production and provide best service to customers. The company is lookingfor new markets where margin is high.
7. 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.
8. 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 2018-19 there has been no change in Board of Directors exceptJ. K. Karthik Singh who retire by rotation and is eligible to be re-appointed. The Boardof 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 |
10. NUMBER OF MEETINGS OF THE BOARD
The Board of the Company met 06 times during the last financial year on the followingdates: - 28th May 2018 30th Jul 2018 29th Aug 2018 13thNov 2018 10th Jan 2019 13th Feb 2019.
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 has paid Managerial Remuneration to Directors and Key Managerial Persons.The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and enough to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy. The ManagerialRemuneration which is paid to Directors and Key Managerial personal(s) are provided inAnnexure 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 RESPONSIBILITY 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 2019 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 2019 and of the Profit/(Loss) of the Company for theyear ended 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 Act2013 is givenbelow;
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 which yieldedsatisfactory 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 || |
|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) are Statutory Auditors of the Company who 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 Secretaries NaviMumbai on a remuneration as determined by Board of Directors to undertake the secretarialaudit of the Company. Secretarial audit report for the year 2018-19 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. Shahnawaz Sayeed as Internal Auditor for F.Y. 2018-19 whoconducts 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 complying the laws at maximum which areapplicable to the Company. The Existing management is under process and setting up ofcompliance management team to ensure the applicable laws are compiled hereafter. Due toshifting of Registered Office from 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 do not have any Subsidiaries and Joint Ventures.
24. WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to section 177(9) of the Companies Act 2013 and regulation 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 and employees in appropriate or exceptional cases will have directaccess to the Chairman of the Audit Committee.
25. INTERNAL COMPLAINT COMMITTEE (SEXUAL HARASSMENT)
As per the Section 4 of Sexual Harassment of Women at work place (PreventionProhibition and Redressal) Act 2013 during the relevant financial year InternalComplaint Committee constituted for the purpose of prevention and maintain the secure safeenvironment free from sexual harassment as per the Article 21 of the Constitution ofIndia. There were no complaints received during the year 2018-19.
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 2018-19.
28. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate 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 wish tothanks' and shareholders and all other stakeholders for their unstinted support andco-operation.
|Union Quality Plastics Limited || || |
|Regd. Off. - C211 2nd Floor || || |
|Sham Kamal Agarwal Market street. || || |
|Opp. Big Bazaar Ville Parle East ||J. K. Rajesh Singh ||J P Pavan Singh |
|Mumbai Maharashtra ||Managing Director ||Director |
|400057 India. ||(DIN:03508795) ||(DIN:08082518) |
|Place: Hyderabad || || |
|Date: 28th August 2019 || || |