To,
The Members of
Polygenta Technologies Limited,
Your Directors present to you the Thirty Ninth Annual Report of Polygenta
Technologies Limited (the "Company") and Audited Financial Statements for
the financial year ended 31 March 2021.
1. FINANCIAL RESULTS
| Particulars |
Year Ended 31 March 2021 |
Year Ended 31 March 2020 |
|
(Rs in Millions) |
(Rs in Millions) |
| Revenue from Operations |
1290.9 |
1151.8 |
| Profit/(Loss) before |
|
|
| Depreciation and Interest |
179.0 |
127.2 |
| Depreciation |
123.8 |
159.5 |
| Borrowing Cost |
10.2 |
14.0 |
| Profit/(Loss) before |
|
|
| Exceptional Items and tax |
45.0 |
(46.3) |
| Exceptional Items |
- |
- |
| Profit/(Loss) before/after tax |
45.0 |
(46.3) |
| Balance Loss b/f from previous year |
(4,203.6) |
(4,157.3) |
| Balance of Loss to be |
|
|
| carried to Balance Sheet |
(4,158.6) |
(4,203.6) |
STATE OF COMPANY AFFAIRS
The Directors take pleasure to inform you that after a long period of time, your
Company has, during the financial year 2020-21, earned profit after tax. This is in spite
of the temporary shut down of the Plant during the period 23 March 2020 to 14 May 2020 in
accordance with the lockdown and various restrictions announced by the Government of India
in order to contain the spread of COVID-19 outbreak.
COVID-19 did pose some challenges for our operations and cash management, as expected,
however the impact was only temporary. While, the Company had healthy order book, the
dispatches had to be postponed (due to the nation-wide lockdown) which had bearing on our
operational performance during the initial few months of the financial year.
During this period, the Company was in constant touch with its customers and given the
demand for its high quality sustainable product and the strong trusted customer
partnerships, it did not lose any of its customers.
The demand for the companys high quality sustainable products is significant and thus
normalcy was attained almost immediately on restart of operations which is evident from
the fact that the Company achieved the best performance in 2020-2021 in spite of
wide-spread COVID-19 situation in India and outside India.
The debottlenecking of the plant during the October and November 2019 increased the
operating capacity from about 27 TPD to 34 TPD. This increase in the operating capacity
significantly helped in improving our operational efficiency, product performance and thus
the profitability. The Company is gradually becoming the preferred choice for more and
more global brands for the supply of recycled PET chips and yarns. As a result of the
above, during the financial year 2020-21, the sales in the premium segment increased by
almost 21%, i.e. from about 6987 MT in the previous year to 8789 MT in the current year
under review.
During the year under review, your Company earned export revenues aggregating Rs. 733.3
million (previous year Rs. 634.2 million) from export of polyester filament yarn
("PFY") and rPET chips.
Status of Mega Project:
The Companys factory at Nashik had received Eligibility Certificate for availing
benefits under the Mega Project Scheme ("Scheme") of the Government of
Maharashtra ("GOM") which was for a period of 10 years starting from June 2009
to June 2019. Under the Scheme the Company was eligible for certain subsidies / incentives
in the form of exemptions from payment of prescribed taxes and duties.
As the Company could avail only a portion of the total eligible subsidies/ incentives
under the Scheme during the above referred eligibility period, it made an application to
the concerned authorities requesting for extension of this eligibility period for an
additional period of 5 years. During July 2021, the Company has received the Offer Letter
from Additional Chief Secretary (High Power Committee), GOM stating that GOM has agreed to
extend the eligibility period by 5 years. Accordingly, we have submitted the application
the Department of Industries to issue the final addenda to the Eligibility Certificate
incorporating this extension.
Polygentas response to COVID -19
In order to ensure the safety of employees, the company has been taking various
necessary precautions which among other things include:
Regular sanitisation and thermal screening
Restricted access of factory to outsiders
Covid testing of employees
Vaccination drives
Encouraging work from home wherever possible.
Additionally, the Company has also taken the medical and term insurance policies to
provide financial support to employees at the time of hospitalisation/ unfortunate events
of death.
Health, Safety and Environment ("HSE") and Implementation of Key Process
Polygenta Technologies Limited is committed to ensure a Safe, Healthy and
Environment-friendly workplace to its employees, society at large and all the interested
parties who are directly or indirectly involved in the operations and endeavour to comply
with all the requisite obligations.
The organization follows well-defined safety management practices which includes (a)
Permit to work (b) Management of change (c) Learning from incidences (d) Safe place safe
visit (e) Safety Induction to new joiners including casuals (f) Periodic safety trainings
and (g) on the spot quiz competition related to safety culture. The organization is
certified to ISO 9001: 2015, ISO 14001:2015 and ISO 45001:2018 standards.
The 50th National Safety Week was celebrated at the Nashik site with great enthusiasm
and participation at all levels by the employees. The theme for the year 2021 was
‘LEARN FROM DISASTER AND PREPARE FOR A SAFER FUTURE. Objective of the safety is to
create awareness about the importance of all guidelines like safety, workplace safety, the
safety of human health and environment.
Various competitions & programmes were organised during the safety week like:- i)
DISASTER INVESTIGATION VIDEO SHOW ii) COVID-19 AWARNESS TRAINING BY FMO iii) ON THE SPOT
SAFETY SLOGAN COMPETITION iv) HEALTH TALK v) SAFE AND CLEAN DEPARTMENT COMPETITION vi)
CHALTA BOLTA. A great sense of involvement and the moral responsibility towards safety was
seen amongst the employees. To motivate employees, prizes were also awarded to the winners
of all the competitions.
The Company believes in environment protection and maintaining ecological balances.
There is no discharge of effluents. The process water is treated in the in-house effluent
treatment plant to ensure that the treated water meets the prescribed norms of the
Maharashtra Pollution Control Board. The treated water is used for gardening purposes.
The company has a valid MPCB consent and the Company adheres to the applicable
standards for air emissions, wastewater effluent treatment, and noise pollution as
prescribed by Maharashtra Pollution Control Board.
2. DIVIDEND
The Company is unable to declare a dividend for the financial year ended 31 March 2021
due to accumulated losses.
3. FINANCIAL REVIEW:
During the year Performance Recycling Limited (earlier known as PerPETual Global
Technologies Limited ("PRL")) has transferred all the shares of the
Company held by it to Perpetual Technologies GmbH ("PTG"), a company
incorporated in Germany. Presently PRL is the majority shareholder of PTG. During the
year, PRL has also assigned to PTG, all the ECBs that it had provided to the Company. Both
PRL and PTG have given extraordinary support by waiving off the interest on the ECBs on
time to time basis and also extending out the repayment of ECBs. As on 31 March 2021, the
outstanding ECB Principal payable aggregated to Rs. 3,040.2 million under the ECB loan
facility.
4. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has adopted Indian Accounting Standards (Ind AS) as notified by the
Ministry of Corporate Affairs with effect from 1 April 2017, with a transition date of 1
April 2016.
Your Company has put in place adequate internal financial controls with reference to
the financial statements and has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015
that continue to apply under Section 133 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant
provisions of the Companies Act, 2013, to the extent applicable.
During the year under review, the Company has internally carried out a review of
internal financial controls and based on the internal report, the Board is of the view
that there are adequate internal financial controls over financial reporting which are
operating effectively as on 31 March 2021.
5. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE
The Company has received share application money towards preferential share issue of 8
crore equity shares at par to Perpetual Technologies GmbH and the said shares were
allotted on 5 July 2021. The funds received will be utilised to partially finance the
setting up of 2 X 100MT/per day flakes to rPET Chips Plants on land opposite to the
existing site at Avankhed, Nashik.
6. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are set out in a separate
statement attached hereto and forming part of the report. (Annexure I)
7. DIRECTORS AND KEY MANAGERIAL PERSONS
Nomination of Mr. Ramesh Alur as a Nominee Director on Board of Polygenta was withdrawn
by Ventureast Life fund III with effect from 27 May 2020.
Mr. Makarand Kulkarni was appointed as Chief Executive Officer of the Company w.e.f. 1
July 2020. Mr. Rakesh Gaikwad, CFO was re-designated as Sr. Manager Finance and Taxation
w.e.f. 1 July 2020. Mr. Chetan Gandhi was appointed as Chief Financial Officer of the
Company w.e.f. 1 July 2020.
Mr. Deepak Shetty was appointed as Independent Director of the Company w.e.f. 3
December 2020 for a period of five years subject to the approval of the members at the
Annual General Meeting ("AGM").
Mr. Dhanvant Yeola retires by rotation and being eligible offers himself for
re-appointment. He was appointed as an Executive Director Technical w.e.f. 8 February 2019
for a period of three years. His term comes to an end on 7 February 2022. The members are
requested to re-appointment him as Executive Director Technical for a period of three
years.
As at the year end, Mr. Dhanvant Yeola - Executive Director, Mr. Makarand Kulkarni
Chief Executive Officer, Mr. Paresh Damania Company Secretary and Mr. Chetan Gandhi Chief
Financial Officer were the Key Managerial Personnel of the Company.
8. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
The Company has received declarations from all three Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013, read with the Schedules and rules issued thereunder. Further, as
required under rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 all the independent directors have declared that they are compliant with
sub-rules (1) and (2) of rule 6 thereof and have also passed the proficiency
self-assessment test as required under sub-rule (4) of rule 6 of the said rules.
The Independent Directors have complied with the code for independent Directors
prescribed in Schedule IV to the Act.
9. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination and Remuneration (N&R) Committee has formulated a detailed
Nomination Remuneration policy which, inter alia, deals with the manner of selection of
Directors and remuneration including criteria for determining qualifications, positive
attributes, independence of Directors and other matters provided under section 178(3) of
the Companies Act,2013. The highlights of the Policy are given as ‘Annexure II
forming part of this Report.
10. BOARD TRAINING AND INDUCTION
At the time of appointing a Director, a formal letter of appointment is given to the
Director, which inter alia, explains the role, function, duties and responsibilities
expected of the Director.
The Directors are also apprised about the various compliances under Companies Act, 2013
and Code of Conduct of Independent Directors as per the Companies Act, 2013 and a
confirmation is taken from them for compliance therewith.
By way of introduction to the Company, the Directors are presented the last three
years Annual Reports. Further, with a view to familiarise the new Directors with the
Companys operations, when the business plan presentation is made to the Board, the
familiarisation is also suitably combined therewith.
The CEO/Executive Director also has one-to-one discussions with the newly appointed
Directors, and they attend an orientation at the Companys factory. The above initiatives
help the Directors to understand the Company, its business, the regulatory framework in
which the company operates and equips the Directors to fulfil effectively their role as
Directors of the Company.
11. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub section (3) of
Section 134 of the Companies Act, 2013 is given in ‘Annexure III forming part
of this Report.
12. NUMBER OF MEETING OF THE BOARD OF
DIRECTORS AND COMMITTEES
The Board of Directors have met five times during the year ended 31 March, 2021. The
meetings were held on 30 June 2020, 10 August 2020, 3 December 2020, 25 February 2021 and
26 February 2021.
13. DIRECTORS EVALUATION
Pursuant to the provisions of the Companies Act, 2013 during the year, the Board has
carried out an annual evaluation of its own Directors individually (including
Chairperson). The performance of the Individual Directors was evaluated by the Board
seeking input from all the other Directors. The Criteria for performance evaluation of the
individual Directors included aspects on contribution to the Board and Committee like
leadership and stewardship abilities, contribution to clearly define corporate objectives
and plans, meaningful and constructive contribution and inputs for effective meeting etc.
The Board has carried out an annual performance evaluation of its own performance and
the Directors individually. The Evaluation was done on the criteria and framework
recommended by the Nomination and Remuneration Committee and adopted by the Board. During
the year under report, the Independent Directors met on 3 December 2020, inter-alia, to
discuss:
- Performance Evaluation of Non-Independent Directors and Board of Directors as a
whole.
- Performance Evaluation of the Chairperson of the Company.
- Evaluation of the quality of flow of information between the Management and Board for
effective performance by the Board.
The Board has also carried out an annual performance evaluation of its committees.
14. PARTICULARS OF LOANS AND GUARANTEES
OR INVESTMENTS
Because there were no loans, guarantees, or investments given by the Company during the
year, the Company is not required to comply with the provisions of section 186 of the
Companies Act, 2013.
15. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. A list of the
transactions is referred to in Note No. 38 to the Financial Statements.
The are no new contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 or any
arms length transactions under the third proviso thereto, which are required to be
disclosed in Form No. AOC-2.
The Companys Related Party Transaction Policy, as approved by the Board, is uploaded
on the Companys website at http://www.polygenta. com/company_policies.html
16. RISK MANAGEMENT POLICY
The Company has developed a Risk Management Policy. It seeks to identify risks inherent
in the Companys business operations and provide guidelines to define, measure, report,
control and mitigate the identified risks. The objective of the Companys Risk Management
Policy is to create and protect shareholder value by prudently minimising threats or
losses, and identifying and maximising opportunities. The policy endeavours to provide a
practical enterprise-wide risk management framework that fosters employees integrating
risk management into their everyday work.
17. VIGIL MECHANISM (WHISTLE BLOWER) POLICY
The Company is committed to adhering to the highest standards of ethical, moral, and
legal conduct of business operations. Accordingly, the Company has adopted a Vigil
Mechanism Policy. The objective of the Policy is to enable any employee/director who
observes a violation of the Polygenta Code of Conduct OR unethical practice (whether or
not a violation of law) to approach the Vigil Officer without necessarily informing their
line managers and without revealing their identity.
SCOPE OF THE POLICY
(a) The Whistle Blowers role is that of a reporting party with reliable information.
They are not required or expected to act as investigators or finders of facts, nor would
they determine the appropriate corrective or remedial action that may be warranted in a
given case.
(b) Whistle Blowers should not act on their own in conducting any investigative
activities, nor do they have a right to participate in any investigative activities other
than as requested by the Vigil Officer or the Chairman of the Audit Committee or the
Investigators.
(c) Protected Disclosure will be appropriately dealt with by the Vigil Officer or the
Chairman of the Audit Committee, as the case may be.
18. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to form a Corporate Social Responsibility Committee, as it
does not satisfy the criteria as mentioned in Section 135 of the Companies Act, 2013.
19. COST RECORDS
The maintenance of cost records as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and
accordingly such accounts and records are made and maintained.
20. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 203 read with Companies (Cost Records and
Audit) Rules, 2014, the cost records maintained by the Company relating to manufacturing
of Textiles and Plastic & Polymers at its plant located at Avankhed (District Nashik)
is required to be audited. This requirement has arisen from FY 2020-21 as the turnover of
these products has exceeded Rs.100 Crores for the year ended 31 March 2020.
The Board of Directors of the Company has on recommendation of the Audit committee
appointed Pradnya Chandorkar, to audit the cost accounts for the FY 2021-22 at a
remuneration of Rs.90,000/- (Rupees Ninety Thousand only) plus applicable taxes. As
required under the Companies Act, 2013, the remuneration of cost auditors is required to
be ratified by the members. Accordingly, a resolution seeking ratification of Members for
the remuneration payable to Pradnya Chandorkar, Cost Auditors is included as an item of
the Notice convening the AGM.
The Cost Auditors have confirmed that they are not disqualified to be appointed as the
Cost Auditors of the Company for the financial year ending 31 March 2022.
21. SECRETARIAL AUDIT REPORT :
A Secretarial Audit Report given by A. Sekar, Practicing Company Secretary at Mumbai is
annexed as ‘Annexure IV, forming part of this report.
There are no adverse remarks in Secretarial Audit Report.
22. STATUTORY AUDITORS & AUDITORS REPORT
Bagaria & Co. LLP was appointed as Statutory Auditors at the AGM held on 22
September, 2017 for the period of 5 Years from AGM 2017 to AGM 2022.
The comments of the Auditors in Auditors Report as regards material uncertainty related
to going concern read with Note No.33 to the Financial Statements is self-explanatory.
23. FIXED DEPOSITS
The Company has not accepted or renewed any deposits from the public during the year.
24. INSURANCE AND D&O POLICY
The Company has taken adequate insurance for all of its assets. The Company has also
taken D&O Policy for adequate amount for its Directors and Senior Managerial
Personnel.
25. Delisting from BSE
Your Companys equity shares were delisted w.e.f. 30 April 2020 from ‘The BSE
Limited, the only Stock Exchange in which its equity shares were listed. The Exit offer
by Acquirer PRL i.e. the major shareholder of the Company holding company PTG to acquire
the equity shares at the rate of Re.1/- per equity share will close on 29 April 2022.
26. PARTICULARS OF REMUNERATION AS PER
RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014
Particulars of remuneration as per rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed as ‘Annexure V
forming part of this Report.
27. COMPARISON OF DIRECTORS REMUNERATION
WITH MEDIAN EMPLOYEE REMUNERATION
As per rule 5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year and other particulars
are annexed as ‘Annexure VI forming part of this Report.
28. INDUSTRIAL RELATIONS
Cordial industrial relations continued to prevail throughout the financial year under
review.
29. ANNUAL RETURN
The Annual Return of the Company as on 31 March 2021 is available on the website of the
Company: www.polygenta.com
30. DISCLOSURE IN RELATION TO THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has complied with the provisions relating to the constitution of Internal
Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
On 5 March 2014, the Company formed Anti Sexual Harassment Committee as required under
the above Act. All members of this committee (including a representative of NGO) are
female. Meeting is conducted once in a month to address and resolve the issues, if any, of
sexual harassment of women by following proper redressal procedure.
Summary of Complaints during financial year 2020 21 are as under:
| SN. Description |
Number of Complaints |
| 1 Number of Complaints filed |
0 |
| 2 Number of Complaints disposed |
0 |
| 3 Number of Complaints pending |
0 |
31. Inadvertent Error in Notice of AGM of 2020
The members are informed that there was a typographical error in the Notice of AGM
dated 10 August 2020 calling for AGM on 23 September 2020. In the agenda item no. 7
Preferential Issue of Equity Shares, there is a typographical error in the name of the
proposed allottee. The name of the proposed allottee was inadvertently mentioned as
‘Perpetual Global GmbH, Germany instead of ‘Perpetual Technologies GmbH,
Germany.
The members are further informed that the name of the proposed allottee is mentioned
correctly everywhere else in the Notice including the explanatory statement under section
162 of Companies Act, 2013 circulated along with AGM Notice.
32. ACKNOWLEDGEMENT
The Board wishes to place on record its appreciation for the valuable co-operation
extended to the Company by its employees, governmental departments, lenders including its
promoter, bankers, suppliers, and its customers for their continued considerable support.
For and on behalf of the Board of Directors
| Sujata Chattopadhyay |
| Chairperson |
| DIN: 02336683 |
| Place: Mumbai |
| Date: 30 July 2021 |
+91-9892691696
