The Members,
The Board of Directors present herewith the 31st Annual Report of the
Company together with the Audited Accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS
The Highlights of Financial Results of Company are as follows: -
(Rs. in Lacs)
Particulars |
For the year ended 31? March 2023 |
For the year ended 31 March 2022 |
Operating Revenues / Turnover |
1 |
— |
Profit/(Loss) before Depreciation & Amortization, Finance
charges |
(115) |
(470) |
Depreciation &Amortization |
11 |
11 |
Finance Charges |
1 |
- |
Profit/(Loss) before tax |
86 |
17720 |
Provision for taxation (incl. deferred tax) |
(326) |
1384 |
Profit/(Loss) aftertax |
412 |
16336 |
Other Comprehensive lncome/(Loss) |
1 |
— |
Total Comprehensive lncome/(Loss) |
413 |
16336 |
OPERATIONS:
The Company had closed its operations at Silvassa plant. The Company & its
manufacturing operations cannot be recommenced as the facilities are not technically
feasible and financially viable. However, the Company is considering various alternatives
and viable options to raise finances either as loans or from sale of assets of the Company
to meet its various financial and business obligations, which indicate that a material
uncertainty exists that may cast significant doubt on the Companys ability to continue as
a going concern. The Management is constantly evaluating other avenues for business
operations.
DIVIDEND
In view of the accumulated losses, your Directors regret their ability to recommend any
dividend for the financial year under review.
RESERVES
During the year under review, no amount was transferred to General Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 stood at
Rs.12,49,71,000 (BSE Ltd. approved Forfeiture of 2900 Equity shares on 18th
March, 2020). During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options as sweat equity. As on 31st
March, 2023, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.
CHANGE IN NATURE OF BUSINESS
The operations of the Company ceased to function.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is in commensurate with its size, scale and complexities
of its operations. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a Management Information System, which is an integral part of the
control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business
Heads are periodically apprised of the internal audit findings and corrective actions
taken. Audit play a key role in providing assurance to the Board of Directors. Significant
audit observations and corrective actions taken by the management are presented to the
Audit Committee of the Board. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements of
the Companies Act, 2013 ("Act") and the Indian Accounting Standards (IND AS).
The financial statements have been prepared on historical cost basis. The estimates and
judgments relating to the financial statements are made on a prudent basis, so as to
reflect in a true and fair manner, the form and substance of transactions and reasonably
present the Companys state of affairs, Profits/loss and Cash Flows for the year ended 31st
March, 2023. There is no audit qualification on financial statement by the Statutory
Auditors for the year under review.
LOANS, GUARANTEES & INVESTMENTS
Details of Loan, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to Financial Statements.
DEPOSITS
The Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014, or under Chapter V of the Act.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company are on arms length basis and
in the ordinary course of business.
All the Related Party Transactions as required under AS-18 are reported in the Notes to
the financial statements.
In accordance with the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions
policy and the same is uploaded on Companys website at the link : http://
mplindia.in/category_img/pr_220.pdf
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a vigil mechanism todealwith instance offraud and mismanagement, ifany.
It ensures that strict confidentiality is maintained whilst dealing with concerns and also
no discrimination will be meted out to any person for a genuinely raised concern. Any
suspected or confirmed incident offraud / misconduct can be reported thereof.
The Whistle Blower Policy has been uploaded on website of the Company http://mplindia.in/category_img/pr_221
.pdf RISK MANAGEMENT POLICY
There is a continuous process for identifying, evaluating and managing significant
risks faced through a risk management process designed to identify the key risks facing
business. Risk Management Policy has been uploaded on website of the Company
http://mplindia.in/category_imp/pr_236.pdf.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed under Listing Regulations mandates that
the Board shall monitor and review the Board evaluation framework.
The performance of the Board was evaluated by the Board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issue to be discussed, meaningful and constructive contribution and
inputs in meetings etc.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole was evaluated, taking into account the
views of executive directors and non-executive directors.
The same discussed in the Board meeting that followed the meeting of the Independent
Directors, at which the performance of the Board, its committees and individual directors
was also discussed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Existing composition of the Board of Directors is as below:
MADHUP B. VAGHANI |
: Chairman and Whole-Time Director |
RADHIKAS. RANE |
: Woman and Non-Executive Director |
GOPALAJAY MALPANI |
: Independent Non-Executive Director |
DEVENDRA NEGI |
: Independent Non - Executive Director |
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Madhup B. Vaghani, Whole Time Director of the Company,
retires by rotation at the ensuing Annual General Meeting of the Company and being
eligible offers himself for re-appointment.
Shri Devendra Kumar Negi was appointed as Additional Director designated as Independent
Director by the Board of Directors at their meeting held on 30* September, 2022. The
Board proposes to appoint him as Independent Director for the period from 30th
September, 2022 to 30th September, 2027 not liable to retire by rotation. The
Board request the shareholders to give their approval as mentioned in the item no. 3 of
the notice of the meeting.
Shri Sharad Shukla and Shri Parimal Banerjee resigned from the office of directorship
of the Company w.e.f. 11 * April, 2022. The following are the Key Managerial Personnel of
the Company:
Shri Madhup B. Vaghani |
: Chairman and Whole Time Director |
Shri Pankaj B. Bhaya |
: Chief Financial Officer |
Mrs. Vishakha Jain |
: Company Secretary and Compliance Officer |
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
‘Appointment Letters of Independent Directors and ‘Familiarization Program
process to provide insights of the Company to Independent Directors are uploaded on
website of the Company - http://mplindia.in/category_img/pr_219.pdf and
http://mplindia/category_img/pr_410 and http://mplindia.in/category_img/pr_411
BOARD MEETINGS
During the year under review, the Company has conducted seven Board Meetings on the
following dates: 11" April, 2022, 27th April, 2022, 6th June,
2022, 12th August, 2022, 29,h September, 2022, 14,h
November, 2022 and 13th February, 2022 The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013.
STATUTORY AUDITORS
Vinay Jain and Associates, Chartered Accountants, (ICAI Firm Registration Number
006649W), were appointed as Statutory Auditor of the Company at 29th Annual
General Meeting which was held on 29th September, 2021 to hold office as
Statutory Auditor from the conclusion of 29th Annual General Meeting till the
conclusion of 34th Annual General Meeting (AGM) of the Company. Vinay Jain and
Associates, Chartered Accountants, is willing to act as a Statutory Auditor of the Company
for the financial year 2022-23. The Company has received a written consent from them for
their reappointment and also confirmation from the said Auditors that they are not
disqualified to act as the Auditors and are eligible to hold the office as Statutory
Auditors of the Company.
SECRETARIAL AUDIT
As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report
obtained from Shri Shailesh Kachalia, Practising Company Secretary is annexed and forms
part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There is no audit qualification on financial statements by the Statutory auditors for
the year under review.
The Secretarial Auditor has observed that 12,50,000 equity shares of Rs.10/- each
allotted to the promoters on preferential basis are pending for listing with BSE Ltd. The
Company is taking steps to list the said shares.
As observed by Secretarial Auditor, the Board assures that Company will follow in
totality the applicable secretarial standards and update the internal records as mentioned
in the report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134 (3) (a) of the act, the Annual Return
as on March 31, 2023 is available on the Companys website at www.mplindia.in. in form
MGT-7 are uploaded on website of the Company - http://mplindia.in/
category_img/pr_412.pdf.
COST AUDITORS
As per the Companies (cost records and audit) Rules, 2014 and the amendments made
thereof notified by Ministry of Corporate Affairs, cost audit is not applicable to the
company. Therefore the board did not proceed with the appointment of cost auditor and cost
audit for the year 2023-24. The company is properly maintaining its cost record
internally.
MATERIAL CHANGES AND COMMITMENTS
The Company had closed its operations at Silvassa plant. The Company & its
manufacturing operations cannot be recommenced as the facilities are not technically
feasible and financially viable. However, the Company is considering various alternatives
and viable options to raise finances either as loans or from sale of assets of the Company
to meet its various financial and business obligations, which indicate that a material
uncertainty exists that may cast significant doubt on the Companys ability to continue as
a going concern. The Management is constantly evaluating other avenues for business
operations.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned compliances, environmental regulations and preservation of
natural resources.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
As mentioned in the Secretarial Audit Reports, your Directors confirm that the
Secretarial Standards issued by the Institute of Company Secretaries of India, will be
complied with in totality.
DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance of sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made there under. The Policy aims to
provide protection to employees at workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. No complaints relating
to Sexual harassment was received during the year.
CORPORATE GOVERNANCE
As per Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on ‘Report on Corporate
Governance practices followed by the Company, together with a certificate from the
Practicing Company Secretary confirming compliances forms integral part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134 (5) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements
have been selected and applied consistently and judgement and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2023 and the Profit of the Company for the
year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Not provided the details as the operations of the Company ceased to function.
A) Foreign Exchange Earnings and Out Go:
Foreign Exchange spent Rs. NIL Foreign Exchange earned Rs. NIL.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company firmly believes that the industry owes duty of welfare to the society at
large and it shall pursue the commitment of Social Responsibility and carry out the social
work directly and/or through other registered welfare organizations.
The Company has no prescribed average net profits, networth and turnover as per the
provisions of Section 135 of the Companies Act, 2013. The Company has carried forward
losses.
The Company voluntarily re-constituted Corporate Social Responsibility Committee (CSR)
on 30th September, 2022 consisting of Shri Devendra Negi, Shri Gopal Malpani and Shri
MadhupB Vaghani. Shri Devendra Negi is the Chairman of the Committee.
AUDIT COMMITTEE
The Audit committee was re-constituted on 30th September, 2022.
The Audit Committee comprises of three Members- Shri Devendra Negi, Shri Gopal Malpani
and Shri Madhup B Vaghani, Shri Devendra Negi is the Chairman of the Committee.
NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee was re-constituted on 30" September, 2022.
The Nomination and Remuneration Committee comprises of three Members- Shri Devendra
Negi, Shri Gopal Malpani and Mrs. Radhika Rane.
Shri Devendra K Negi is the Chairman of the Committee. The Composition of Nomination
and Remuneration committee is pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company reconstituted Stakeholders Relationship Committee on 30th
September, 2022
The Stakeholders Relationship Committee comprises of three Members- Shri Devendra Negi,
Shri Gopal Malpani and Mrs. Radhika Rane
Shri Devendra Negi is the Chairman of the Committee.
PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the performance evaluation of the Independent Directors is carried out by other
non-independent directors on the basis of their contribution towards important
aspects/affairs of the Company and active participation on the board. The Directors
express their satisfaction with the evaluation process.
Further, the Company have constituted Performance Evaluation Policy to evaluate the
performance of Independent Directors and the said policy is available on the website of
the company at http://mplindia.in/category_img/pr_238.pdf
REMUNERATION OF DIRECTORS
Pecuniary Relationship or Transactions with the Non-Executive Directors:
There was no any pecuniary relationship or transaction took place between the company
and its Non-Executive Directors. Criteria of making payments to Non-Executive
Directors:
Company reimburses out of pocket expenses incurred by all the Non-Executive Directors
of the Company in connection with various affairs of the Company.
PARTICULARS OF EMPLOYEES
The disclosure required under section 197 of the Companies Act, 2013 read with Rule 5
(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as "Annexure II".
The statement of particulars of employees pursuant to Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Annual Report and attached as "Annexure III".
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
The Company does not have any Subsidiaries or Joint Ventures or Associate Companies as
on the report date as defined under the Companies Act, 2013.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Code has been placed on the Companys website www. mplindia.in
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. All the Board Members and the Senior Management personnel
have complied compliance with the Code.
CAUTIONARY STATEMENT
Statements in this report describing the Companys objectives, projections, estimates,
expectations or predictions may be forward looking statements considering the applicable
laws or regulations. These statements are based on certain assumptions and expectations of
future events. Actual results could, however, differ materially from those expressed or
implied. Important factors that could make a difference to the Companys operations
include global and domestic demand - supply conditions, Finished goods prices, raw
materials cost and availability, fluctuations in exchange rates, change in Government
regulations and tax structure within India and the countries with which the Company has
business contacts and other factors such as litigation and industrial relations.
APPRECIATION
Your directors would like to express their grateful appreciation forthe assistance and
co-operation received from all organizations connected with its business during the year
under review. Your directors also wish to place on record their deep sense of appreciation
for the committed services of Executives and Staff of the Company. Your directors are also
deeply grateful for the confidence and faith shown by the Shareholders of the Company in
them.
BY ORDER OF THE BOARD For MPL PLASTICS LIMITED
M.B.VAGHANI
CHAIRMAN (DIN: 00067115)
CIN: L25209MH1992PLC066635 Website: www.mplindia.in Email: mplho@mplindia.in
Registered Office:-
2, Ashish Warehouse Corporation, Punjab Foundry Industrial Estate,
Near Classic Studio, Mira Bhayander Road, Kashimira, Mira Road (East),
Dist. Thane - 401104 Tel. No.: 022-28455450
Place: Thane
Date: 14th August, 2023
+91-9892691696
