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Your Directors present the 33RD ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2018-19 ended 31st March, 2019.
1. FINANCIAL RESULTS :
|(Rs. in Lakh)|
|Operating Loss (Before Interest & Depreciation)||10.67||9.76|
|Add : Interest||-||-|
|Add : Depreciation||-||-|
|Net Loss before Tax||10.67||9.76|
|Add : Provision for Taxation||-||-|
|Loss after Tax||10.67||9.76|
|Balance of Loss brought forward from Previous year||457.75||447.99|
|Net Loss carried to Balance Sheet||468.42||457.75|
In view of carried forward losses and also in view of absence of virtual certainty of sufficient future taxable income, deferred tax assets/liabilities have not been recognised.
There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2019 and date of this report.
Your Directors are unable to recommend Dividend for the year 2018-19 in view of the accumulated losses as on 31st March, 2019.
The Company is resuming the business of dealing in PET bottles and Jars by way of whole sale supply to Pharmaceutical companies, FMCG companies, bottling companies and the like.
The Operating Loss (before interest and depreciation) stood at Rs. 10.67 lakh during the year under review as compared to Rs. 9.76 lakh during the year 2017-18. As there was no provision for depreciation, Interest and exceptional and prior period items, the Net loss stood same at Rs. 10.67 lakh during the year under review.
4. REVIVAL PLAN:
With reference to BSE letter no. L/SURV/OFL/KM/SHELL/COMP/531671/1 dated 18th January, 2019 in connection with BSE Notice no. 20190111-17 dated 11th January, 2019 to listed Shell Companies as per SEBI directions, the Company has demonstrated and started implementation of the revival plan of operations in the Company. The global plastics industry is observing a continuous shift of production bases to low cost Asian countries. The demand for pre forms is directly driven by the consumption of PET bottles in India. In order to revive the business operations of the company and to have a share of pie in the growing plastic industry, Company proposes to resume the business of dealing in PET bottles and Jars by way of whole-supply to Pharmaceutical companies, FMCG companies, bottling companies and the like.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2019-20.
The Company had been treated as Shell Company vide BSE Notice no. 20170807-31 dated 7th August, 2017 by BSE Limited pursuant to SEBIs directions the Company has also demonstrated the revival plan in the operations of the Company.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2019 was Rs. 5,40,31,000. As on 31st March, 2019, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.
Your Company does not propose to transfer any amount to general reserve.
8.1 Ms. Rita S. Shah retires by rotation in terms of Articles 153 and 154 of the Articles of Association of the Company at this ensuing Annual General Meeting, being eligible, offers herself for reappointment.
8.2 The Board of Directors duly met 6 times during the financial year under review.
8.3 Based on the recommendations of the Nomination and Remuneration Committee, it is proposed to re-appoint Mr. Amrish V. Pandya and Mr. Sanjay V. Karkare as Independent Directors of the Company for a second consecutive term of 5 years from the conclusion of this 33rd AGM up to the conclusion of the 38th AGM respectively and they will not be liable to retire by rotation.
8.4 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.
8.5 The Board, based on the recommendations of the Nomination and Remuneration Committee, had reappointed Mr. Sanjay S. Shah as Managing Director w.e.f. 29th July, 2019 to hold the office upto the 28th July, 2024. 8.6 Brief profile of the Directors being appointed and re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings and the justification for appointment/ reappointment of Independent Directors are provided in the notice for the forthcoming AGM of the Company. 8.7 Formal Annual Evaluation: The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.
8.8 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable accounting standards (IND-AS) had been followed along with proper explanation relating to material departures; (ii) that the Directors had 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 31st March, 2019 being end of the financial year 2018-19 and of the loss of the Company for the year; (iii) that the Directors had taken proper and sufficient care for 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; (iv) that the Directors had prepared the annual accounts on a going concern basis.
(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits to any of its Directors. The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companys website www.bisilplast.com
11. KEY MANAGERIAL PERSONNEL (KMP): Remuneration of KMP:
|(Rs. In lakh)|
|Sr. No.||Name of the Director & KMP||Designation||Remuneration|
|1.||Mr. Paresh Sukhadia||CFO|||
|2.||Ms. Khusbhu H. Shah#||Company Secretary||1.58|
#Ms. Khushbu H. Shah appointed as Company Secretary and Compliance Officer of the Company w.e.f. 20th July, 2018.
12. PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:
There are no Related Party Transactions and hence no details have been submitted.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption are not applicable as there are no manufacturing activities during the year under review. The Company has not earned or spent any Foreign Exchange during the year under review.
15. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure A.
16. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure B. As regards the observation of the Auditors, the Company has appointed Whole-time Company Secretary and have also uploaded requisite information on the website of the Company as on the date of this Report. With regard to SEBI Circular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/ 73 dated 20th April, 2018, the Company has yet not taken special efforts to collect copy of PAN, and bank account details of all securities holders holding securities in physical form. However, the Company has placed note for the same in the Annual Report for the year 2017-18 and also in the notice of the forthcoming Annual General Meeting. Due to technical reason the name of one of the Directors is not reflected on the portal of Ministry of Corporate affairs.
17. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C. The same is also available on the Companys website at www.bisilplast.com.
18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of Corporate Governance Report.
19.1. STATUTORY AUDITORS:
The present Auditors of the Company M/s. S. K. Jha & Co., Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company at the 31st Annual General Meeting for a period of 5 years i.e. for financial years 2017-18 to 2021-2022. They continue to hold office as Statutory Auditors till the conclusion of 36th AGM to be held in the year 2022.
The remarks of Auditor are self explanatory and have been explained in Notes on Accounts. 19.2 INSURANCE:
The movable and immovable properties of the Company including Plant and Machinery and stocks wherever necessary and to the extent required have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.
The Company has not accepted during the year under review any Deposits and there were no overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs. 19.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
19.8 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 of environmental regulations and preservation of natural resources. There are no operations being carried out in the Company during the year under review.
19.9 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
19.10 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.
20. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
21. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE214D01021.
22.1 The Company has no outstanding payment to Banks or any other person.
22.2 The Companys Income-tax Assessment has been completed upto the Assessment Year 2017-18.
Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co operation. Your Directors also place on record their grateful appreciation and co operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.
|For and on behalf of the Board,|
|Place : Ahmedabad||Sanjay S. Shah||Rita S. Shah|
|Date : 18th July, 2019||Chairman & Managing Director||Director|