polylink polymers india ltd Directors report


To,

Dear Members,

The Directors present the 30th Annual Report of Polylink Polymers (India) Limited (the Company) along with the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of the Company has been referred to wherever required.

1. FINANCIAL PERFORMANCE

(Rs. lakhs)
Particulars Financial Year 2022-23 (FY 2023) Financial Year 2021-22 (FY 2022)
Revenue from operation 5036.14 4568.74
Other income 28.57 44.91
Total Revenue 5064.71 4613.65
Total Expenses 4968.07 4473.27
Profit before Interest, Depreciation & Exception Items 196.93 240.89
Finance Charges 6.16 11.98
Gross Profit 190.77 228.91
Provision for Depreciation 94.13 88.53
Net Profit before tax 96.64 140.38
Provision for tax 32.23 50.73
Net Profit after tax 64.41 89.65
Other Comprehensive income (Net of tax) (6.02) 1.78
Total Comprehensive Income 58.39 91.43
Closing Balance of Retained Earnings 1503.27 1434.01

2. Dividend

In view of the inadequate profit, no dividend has been recommended by the Board for the year 2022-23.

3. Going Concern Status

During the year under review, there were no significant or material orders passed by any regulators or court or tribunal, which can impact the going concern status of the company and /or its future operations.

4. Share Capital

There was no change in the share Capital of the Company during the year under report.

5. Insurance

Your company has taken all the necessary steps to insure its properties and insurable interests, as deemed appropriate and also as required under the various legislative enactments.

6. Companys performance

During the year The Company has produced 5140 MT of various Grades of Compounds as against the Production of 6370 MT for the year 31st March 2022. Gross sales for the year under review was 4996.63 lakhs as compared to Rs. 4519.09 lakhs for the year ended as on 31st March 2022. Profit from

Operating Activities for the year 31st March 2023 was Rs. 166.45 Lakhs as compared to Rs. 187.98 Lakhs for the year ended as on 31st March 2022.

Your Company continued its focus on improvements in margins by allocating optimum recourses through cost reduction and change in product mix at manufacturing level. The Operational margins, however, remained under pressure. Your company continued its efforts to reduce Cost of Working Capital and to utilize the savings in the best manner.

7. Human resource development

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

The Company had total 36 employees as on 31st March, 2023.

8. Export House Status:

Your Company enjoys the status of "One Star Export House"

9. Business Outlook/ Future Projects

Your company is making continues endeavour to enter into new area of market. The high standard and development will ensure cost reduction, cost control and new product mix which preliminary affect the bottom line of the company.

10. Directors responsibility statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for FY 2022-23, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the FY 2022-23 and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. t hey have prepared the annual accounts on a going concern basis;

v. t hey have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

11. Directors and key managerial personnel

The Board opines that the independent directors so appointed/re-appointed are of integrity and possess the requisite expertise and experience (including the proficiency). Necessary details regarding the appointment and reappointment as required under the Companies Act, 2013 and Listing Regulations, 2015 are given in the notice of 30th Annual General Meeting. The aforesaid appointments are subject to approval of shareholders at the Annual General Meeting.

Shri Uma Shankar Bhartia (DIN: 00063091) who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his reappointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

1. Mr. Ravi Prakash Goyal (Whole Time Director),

2. Mr. Manoj Gohil (Chief Financial Officer),

3. Mr. Ankit Kumar Vageriya (Company Secretary and compliance officer) .

12. Profile of The Directors Seeking Appointment / Reappointment:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following Directors are liable to retire by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 30th Annual General Meeting. Following directors are liable to retire/ reappoint in ensuing Annual General Meeting.

1. Shri Uma Shankar Bhartia (DIN:00063091 Non-Executive Non-Independent Director)

15. Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

16. Managerial Remuneration:

Disclosures of the ratio of Remuneration of each director to the median employees remuneration and other details as require with respect to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014 are given in the Annexure of the Director Report.

The Detail of remuneration paid to the directors including executive directors of the Company are given in Form MGT 9 available at the websites of the company at www. polylinkpolymers.com .

17. 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 SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.

18. Policy on directors appointment and remuneration and other details.

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Policy may be referred to at the Companys website at (www.polvlinkpolvmers.com).

19. Audit committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. As on 31th march 2023, the committee comprises of following members:

1. Shri Krishna Murari Lal (Chairman)

2. Shri Uma Shankar Bhartia

3. Shri Keerthinarayan Hemmige

4. Mrs. Jyoti Shastri

20. Statutory Auditors

Pursuant to section 139 of Companies Act 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 M/s K N Gutgutia & Co. Chartered Accountant, New Delhi having Registration No. 304153E were appointed by the Shareholders of the Company at their 29th Annual General Meeting held on 30th June, 2022 from the Conclusion of that Annual General Meeting till the Conclusion of 33rd Annual General Meeting at Remuneration as to be decided by the Board of Directors in consultation of the Auditors plus applicable taxes and out of pocket expenses if any.

I n terms of the Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 read with The Companies (Audit and Auditors) 2nd Amendment Rules, 2018 alongwith its corrigendum dated 17th May, 2018 deleted rules and provisions relating to annual ratification of the appointment of auditor. Now onwards during a single term of 5 years, there is no required to ratify the appointment of statutory auditor every year. They will be continuing as statutory auditors of the company till the Conclusion of 33rd Annual General Meeting to be held in the calendar year 2027.

21. Secretarial Auditor

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ashish Shah, proprietor of A G Shah & Associates, Company Secretary in Practice, Ahmedabad was appointed by the Board of Directors to conduct the audit of the secretarial records of the company for the year ended 2022-23.

22. Auditors report and Secretarial audit report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.

1. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Mr. Ashish Shah, proprietor of A G Shah Associates, Company Secretary in Practice, Ahmedabad as Secretarial Auditor of the Company to conduct the audit of the secretarial records of the company for the year ended 2022-23. The report of the Secretarial Auditor for the F Y 2022-23 is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

2. Secretarial Compliance Report

In terms of SEBI (LODR) 2015 the company have appointed Mr. Ashish Shah, proprietor of A G Shah Associates, Company Secretary in Practice, Ahmedabad to issue a compliance report in respect of compliance of various rules, notices, circulars, notification etc. issued by BSE SEBI from time to time.

During the year company have complied all the circulars, notices, notification issued under various SEBI Act and Regulations, which are applicable for the company. Further the Secretarial Compliance Report disclosed about 1 day penalty charges to paid to Stock Exchange for late filing of Disclosure of related party transaction in terms of Regulation 23(9) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 apart as above the report is self- explanatory and do not call for any further comments.

3. Internal Audit & Controls

The Company appointed M/s M L Garg and Co. Chartered Accountants, new Delhi, as its Internal Auditor of the company for the financial year 2022-23. During the year, the Company implement their suggestions and recommendations to improve the control environment. Pursuant to provision of section 138 of the Companies Act, 2013, the Audit Committee of the Board of Directors in consultation with the internal Auditor formulates the scope, functioning, periodicity and methodologies for conducting the Internal Audit subject to terms and conditions as decided by the Audit Committee.

23. Risk management

The Audit Committee has oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. A well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The objective of Risk Management at PPIL is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. An enterprisewide risk management framework is applied so that effective management of risks is an integral part of every employees job. The Company is manufacturing various Compound of Power Cable, Telephone Cable and Engineering Plastics. Its presence in these segments exposes it to various risks which are explained below.

Risk of Competition and Price Pressure

The risk of competition from existing players as well as from new entrants remains high. However, the Companys strength

in the market place, coupled with its continuous thrust on improving quality of its products and offering newer products in the Masterbatch segment. The Company supplies Various Compound both on National and International Market. Both Markets have their own nuances in terms of customer expectations, competition and pricing. However, the company is well focused on increasing its share in all segments through sound marketing strategy and a balanced approach.

Risk of fluctuations in prices of key inputs

Prices of the key ingredients used in the products manufactured and marketed by the Company remain volatile due to several market factors, including changes in government policies and fluctuations in the foreign exchange rates and the Speculators. However, the Company keeps a close watch on the prices, wherever feasible, to minimize the risk of fluctuations in the input prices.

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The Audit Committee of the Company regularly reviews the reports of the internal auditors and recommends actions for further improvement of the internal controls.

The Company has limited currency exposure in case of sales, purchases and other expenses. It has natural hedge to some extent. However, beyond the natural hedge, the risk can be measured through the net open position i.e. the difference between un-hedged outstanding receipt and payments.

24. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior.

I n staying true to our values of Strength, Performance and Passion and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns an Experts Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

25. Particulars of loans, guarantees and investments

During the year under review, the Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013.

26. Transactions with related parties

All related party transactions that were entered between the related parties during the FY 2022-23 were on arms length basis and were in the ordinary course of the business and comply the Related Party Transaction Policy of the Company. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

27. Corporate Social Responsibility

Corporate Social Responsibility spending not to be applicable to the Company for the FY 2022-23 as the turnover/net worth is below the threshold limit.

28. Extract of Annual Return

The extract of Annual Return in Form MGT 9 as required under Section 92 (2) of the act, (as amended) read with Rule12 of the Companies (Management and Administration) Rules 2014 (as amended) is available at the website of the Company at www.polvlinkpolvmers.com under Investor Relation section.

29. Secretarial Standards

During the under review, the Company has complied with the applicable Secretarial Standards issued by the ICSI.

30. Particulars of employees

Pursuant to Section 197 of Companies act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, Remuneration paid to all the Key Managerial Personnel was in accordance with remuneration Policy adopted by the Company.

Particulars of Employee of the company who are covered by the provisions contained in Rule 5(2) and Rule 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Employee throughout the Year: Nil Employee for part of the year: Nil

31. Material changes and commitments affecting the financial position of the Company:

During the year there have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

32. Prevention Of Insider Trading:

In compliance with SEBI (Prohibition of Insider Trading) Regulation, 2018, the Company has adopted a Code for Prevention of Insider Trading, Code for Practice and Procedure for Fair disclosure of Unpublished Price Sensitive Information alongwith Policy for Legitimate purpose with a view to regulate trading insecurities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors, Insiders, Key Managerial Personnel and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

33. Subsidiary Companies:

The Company does not have any subsidiary Company.

34. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

35. Independent Directors Meeting and Familiarization Programme:

In terms of SEBI Regulation, 2015, a meeting of Independent Directors was held on 9th November 2022, in absence of NonIndependent Directors and members of the Management. The Meeting was held inter-alia, with a view to review the performance of non-independent directors and the Board as a whole, review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and to assess the quality, quantity and timeliness of flow of information between the companys management and the Board. The details of Independent Directors Meeting and familiarization program are stated in the Corporate Governance Report available at Companys website under Investor Relation section.

36. Adequacy Of Internal Financial Control

The Company has in place adequate internal financial control with reference to financial statements. Periodic audit is undertaken on continuous basis covering all the major operations. Reports of the Internal Auditors are reviewed by the management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. During the year, such control was tested and no reportable material weaknesses were observed in the design or operation. The Internal financial control with reference to financial statement as designed and implemented by the company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the company for inefficiency of such control.

37. Internal Control System And Their Adequacy

The Internal Control System provides for well documented policies/guidelines, authorization and approval procedures. Considering the nature of its business and size of operation, your company through its internal auditor carried out periodic audit based on the plan approved by the audit committee. The Remarks of the Internal Audit, if any and the action taken report along with the status of the implementation are reported to the Audit Committee. The above recommendation is reviewed by the Audit Committee on a regular basis and require action are initiated to strengthen the control and effectiveness of the system. Concerns, if any, reported to the board.

38. Policies As Per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies currently which are available on the portal of the company (www. polvlinkpolvmers.com).

Policy for Preservation of Documents. https://www.polylinkpolymers.com/ policy/Document-Preservation-Policy.pdf
Whistle Blower Policy. https://www.polylinkpolymers.com/ policy/whistle-Bowler-PolicyVigil- mechenism.pdf
Policy on Performance Evaluation. https://www.polylinkpolymers.com/ policy/Performance-evaluation-policy. pdf
Policy on Risk Management. https://www.polylinkpolymers.com/ policy/PPIl-Risk-management-Policy.pdf
Policy for Determination and Disclosure of Material Events. https://www.polylinkpolymers.com/ policy/Determination-of-material-event- policy-Final.pdf
Code of Conduct for Director and Senior Management Personnel https://www.polylinkpolymers.com/ policy/Code-of-Conduct-for-Director- and-Senior-Management-Personnel.pdf

 

Code Of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information https://www.polylinkpolymers. com/policy/CODE-OF-PRACTICES-&- PROCEDURES-FOR-FAIR-DISCLOSURE- OF-UNPUBLISHED-PRICE-SENSITIVE- INFORMATION.pdf
Nomination and Remuneration policy https://www.polylinkpolymers.com/ policy/Nomination-and-Remuneration- policy.pdf
Policy on Archival of Documents. https://www.polylinkpolymers.com/ policy/archival-policy.pdf
Dealing with Related Party/ ies https://www.polylinkpolymers.com/ policy/related-party-policy.pdf
Policy on Determination of Material Event https://www.polylinkpolymers.com/ policy/Determination-of-material-event- policy-Final.pdf
Internal financial control policy https://www.polylinkpolymers.com/ policy/Internal-Financial-Control-Policy- Final.pdf
Terms and condition of appointment of Independent Directors https://www.polylinkpolymers.com/ policy/Terms-to-appoint-Independent- Directior.pdf
Policy on Sexual harassment of Women at Workplace. https://www.polylinkpolymers.com/ policy/Policy-on-Sexual-harrasment.pdf
Code of Insider Trading. https://www.polylinkpolymers.com/ policy/PPIL-Insider-trading-code.pdf

39. Green Initiative

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders. Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.

40. Health Safety and Environment

The Company obtained the necessary approval/Licenses from concerned Government Department/Pollution Control Board and related environment clearance safety clearance. The company continues to focus on maintenance and performance improvement of related pollution control facility at its manufacturing locations.

41. Business Responsibility Report

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (listing obligations and disclosure requirements) regulations, 2015 is not applicable on company for the financial year ending March 31,2023.

42. Management Discussion And Analysis Report

The management discussion and analysis report on the operations of the Company for the FY 2022-23 as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been given separately in this report.

43. 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 Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website www. polylinkpolymers.com. 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.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

44. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. No issue of equity shares with differential right as to dividend, voting or otherwise.

2. There is no Employees Stock Option Scheme (ESOS).

3. No significant or material orders were passed by the Regulation or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. The Company has not issued any Sweat Equity Shares.

45. Acknowledgements

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Company.

By Order of the Board of Directors
For, Polylink Polymers (India) Limited
Ravi Prakash Goyal
Place: Ahmedabad Whole Time Director
Date: 8th August, 2023 DIN :00040570
Reg. Office:
Block No.: 229-230, Village: Valthera
Taluka: Dholka, Distt. Ahmedabad Gujarat -382225
CIN No. L17299GJ1993PLC032905
Tel. Fax: +91 2714 247 454
Mail Id: companysecretary@polylinkpolymers.com
Website: www.polylinkpolymers.com